Tax Returns; Taxes Sample Clauses
The 'Tax Returns; Taxes' clause outlines the responsibilities of the parties regarding the preparation, filing, and payment of tax returns and related tax obligations. Typically, it specifies which party is responsible for filing tax returns for certain periods, how tax liabilities are allocated between the parties, and the process for handling any tax audits or disputes. For example, in a business sale, the seller may be responsible for taxes up to the closing date, while the buyer assumes responsibility thereafter. This clause ensures clarity and prevents disputes by clearly defining each party's tax-related duties and liabilities.
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Tax Returns; Taxes. (a) No Shareholder shall take or fail to take any action or permit the Company to take or fail to take any action which could result in the termination of any "S" corporation election (or similar election) of the Company. The Shareholders shall duly file or cause to be filed on a timely basis all Tax Returns of, relating to or which include the Company, its income, assets or business, for all Pre-Closing Periods. Such Tax Returns shall be true, correct and complete, shall be filed on a basis consistent with prior Tax Returns of or relating to the Company, its income, assets or business, and shall not make, amend or terminate any election by the Company (or to which the Company is subject) or change any Tax accounting method, practice or procedure of the Company, without MedSource's prior written consent. The Shareholders shall give MedSource a copy of each such Tax Return for its review with sufficient time for comments and corrections prior to filing. The Shareholders shall cause the Company to timely and properly withhold and collect, pay over and report all Taxes required to be withheld or collected by the Company on or before the Closing Date.
(b) The Shareholders shall be responsible for and shall timely pay all Taxes, including, without limitation, any Taxes resulting from a Tax Proceeding for which the Company is or may be liable with respect to any Pre-Closing Period. In addition, subject to the provisions of sections 5.1(a) and 9 hereof, the Shareholders shall be entitled to receive all refunds of Taxes with respect to any Pre-Closing Period, to the extent that such Taxes were originally paid by the Shareholders. The Shareholders shall indemnify the Company, the Buyer Group and their respective Affiliates, as the case may be (collectively, the "Taxpayer"), and hold the Taxpayer harmless, from and against any (i) Taxes of the Company with respect to a Pre-Closing Period for which the Taxpayer is or may be liable, (ii) the effect, if any, on the Taxpayer in any period that ends after the Closing Date of an adjustment with respect to a Pre-Closing Period and (iii) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Buyer Group or their Affiliates in connection therewith or in enforcing its rights or collecting any amounts due hereunder. This indemnity shall apply notwithstanding any investigation made by the Buyer Group in connection with the transactions contemplated by this Agreement or, its receipt, examin...
Tax Returns; Taxes. (i) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period.
(ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice.
(iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP.
(iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to...
Tax Returns; Taxes. (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all Tax Returns of the Company and each Subsidiary due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all material respects; (ii) all Taxes, deposits of Taxes or other payments relating to Taxes due and owing by the Company and each Subsidiary (whether or not shown on any Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any Subsidiary were or are due to be filed; (iv) all deficiencies asserted as a result of any examination of any Tax Returns of the Company or any Subsidiary have been paid in full, accrued on the books of the Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company or any Subsidiary are being asserted, proposed or, to the Knowledge of any Member, threatened, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of any Member, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of the Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any Subsidiary or any other matter pending between the Company or any Subsidiary and any Taxing authority; (ix) there are no Liens against any assets or property of the Company or any of its Subsidiaries for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there...
Tax Returns; Taxes. FDC and its subsidiaries have timely filed all tax returns that are required to have been filed in any jurisdiction, and all such tax returns are complete and accurate, and were prepared in compliance with applicable law. FDC and its subsidiaries have paid all taxes due, or claimed to be due by any taxing authority, whether or not shown on a tax return, and FDC and its subsidiaries have paid all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which FDC or a subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. There is no basis for any other tax, assessment, interest payment or penalty that could have a Material adverse effect. The charges, accruals and reserves on the books of FDC and its subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate in all respects. Except as set forth on Schedule 3(k), neither FDC nor any of its subsidiaries is currently the beneficiary of any extension of time within which to file any tax return. No claim has been made by an authority in a jurisdiction where FDC or any of its subsidiaries do not file tax returns that any of them are or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of FDC or any of its subsidiaries that arose in connection with any failure or alleged failure to pay any tax. FDC and its subsidiaries have withheld and paid all taxes that any of them are required to withhold and pay in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. No action, suit, proceeding, audit, investigation, assessment, dispute or claim concerning any tax liability of FDC or any of its subsidiaries has been claimed or raised by any taxing authority. FDC and its subsidiaries have not waived any statute of limitation in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency. FDC and its subsidiaries (i) have not been a member of an affiliated group filing a consolidated federal income tax ret...
Tax Returns; Taxes. Each Credit Party has timely filed or caused to be timely filed all federal, state, local and foreign tax returns which are required to be filed by such Credit Party, has paid or caused to be paid all taxes shown thereon to be due and owing by it, and Borrower has paid or caused to be paid all property taxes due and owing by it with respect to any Inventory related to Pledged Leases except for (i) any taxes or assessments, the validity of which are being contested in good faith by appropriate proceedings timely instituted and diligently pursued and with respect to which such Credit Party has set aside adequate reserves on its books in accordance with GAAP and which proceedings have not given rise to any Lien or (ii) any taxes or assessments which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Tax Returns; Taxes. Borrower has filed all federal, state, local and foreign tax returns which are required to be filed and has paid all taxes which have become due pursuant to said returns or pursuant to any assessments of any nature whatsoever to the extent that such taxes have become due, or constitute a lien, on any of the assets of Borrower, except for those taxes or assessments which are being contested by Borrower in good faith. Borrower does not know of any proposed material additional tax assessment against it, or any of its properties, or any basis therefore.
Tax Returns; Taxes. (i) Each Company Entity has timely filed all returns, declarations, reports, estimates, information returns, and statements, including any schedules and amendments to such documents (“Returns”), required to be filed or sent by it in respect of any Taxes or required to be filed or sent by it by any taxing authority having jurisdiction; (ii) all such Returns are complete and accurate in all material respects; (iii) each Company Entity has timely and properly paid all Taxes required to be paid by it; and (iv) each Company Entity has complied with all applicable laws, rules, and regulations relating to the collection or withholding of Taxes from third parties and the payment thereof; (v) there are no liens for Taxes upon any assets of any Company Entity; (vi) no deficiency for any Taxes has been asserted, assessed or proposed in writing against any Company Entity that has not been resolved and paid in full or is not being contested in good faith; (vii) no waiver, extension or comparable consent given by any Company Entity regarding the application of the statute of limitations with respect to any Taxes or Returns is outstanding, nor is any request for any such waiver or consent pending; and (viii) there has been no Tax audit or other administrative proceeding or court proceeding with regard to any Taxes or Returns, nor is any such Tax audit or other proceeding pending, nor has there been any notice to any Company Entity by any taxing authority regarding any such Tax audit or other proceeding.
Tax Returns; Taxes. (a) (i) Seller Parent has been an S corporation (within the meaning of Section Section 1361(a)(1) of the Code) since December 30, 2002, (ii) Seller Sub I is a C corporation (within the meaning of Section 1361(a)(2) of the Code), and (iii) Seller Sub II has been disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulations section 301.7701-3(b)(ii) at all relevant times. Seller JV qualifies (and has since the day of its formation qualified) to be treated as a partnership for federal income Tax purposes and none of Seller JV or its members or any Authority has taken a position inconsistent with such treatment. Each of Seller and Seller JV has duly and timely filed all Tax Returns required to be filed by it, and all such Tax Returns were correct and complete in all material respects, except for such failure of compliance as would not, individually or in the aggregate, have a Material Adverse Effect. All material Taxes owed by Seller or Seller JV (whether or not shown on any Tax Returns), which, if unpaid, may result in a Lien on the Assets or for which Buyer is or may be liable in the capacity of transferee of the Assets, have been paid. Except as set forth on Schedule 3.12(a), since December 31, 2001, no material Tax deficiencies have been asserted against Seller or Seller JV as a result of any examination by the Internal Revenue Service (the "IRS") or any other Authority. To the knowledge of Seller, there are no pending material claims asserted for any Taxes of Seller or Seller JV or outstanding agreements or waivers extending the statutory period of limitation applicable to any Tax Return of Seller or Seller JV for any period. Seller JV has made all required estimated and other Tax payments and deposits and has complied for all prior periods in all material respects with the Tax withholding and related reporting provisions of all applicable federal, state, local, foreign and other Laws. Each of Seller and Seller JV has made available to Buyer true, correct and complete copies of such Tax Returns as have been requested by Buyer. Each of Seller and Seller JV has timely made and transmitted to the appropriate authorities all required employee withholding payments and reports. There are no Tax liens upon the Assets or the assets, properties, and rights of Seller JV, except for current Taxes not yet due and payable. None of Seller JV's payroll, property, or receipts, or other factors used in a particular state...
Tax Returns; Taxes. The Acquiring Corporation has duly filed all material federal, state, county, local and foreign tax returns and reports required to be filed by it, including those with respect to income, payroll, property, withholding, social security, employee benefit plans, unemployment, franchise, excise and sales and use taxes and all such returns and reports are true and correct in all material respects; have either paid in full all taxes that have become due as reflected on any such return or report and any interest and penalties with respect thereto or have fully accrued on its books or have established adequate reserves for all taxes payable but not yet due; and have made cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by the Acquiring Corporation with respect to any tax. No unsatisfied material deficiency, delinquency or default for any tax, assessment or governmental charge has been claimed, proposed, threatened or assessed against the Acquiring Corporation, nor has the Acquiring Corporation received notice of any such deficiency, delinquency or default (in writing or otherwise). The Acquiring Corporation has no material tax liabilities other than those reflected on the Acquiring Corporation Financial Statements and those arising in the ordinary course of business. The Acquiring Corporation has not been a member of a consolidated group for tax purposes, other than one of which Royale Petroleum was the common parent, and has no liability for taxes under Treasury Regulations Section 1.1502-6 or any similar provision of federal, state, local or foreign law), as a successor, by contract or otherwise. The Acquiring Corporation is not required to make any payments that would be nondeductible under Code Section 280G.
Tax Returns; Taxes. Except as could not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect:
(a) The Partnership Entities have duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed, which returns are complete and correct in all material respects, and each of the Partnership Entities has duly and timely paid all Taxes that are due and payable (whether or not reflected on any Tax Return).
(b) Each of the Partnership Entities has duly and timely withheld and paid over to the appropriate Governmental Authority all Taxes that are required to be withheld.
(c) All deficiencies asserted as a result of any Tax audits or assessments have been paid or finally settled, and no issue has been raised in any such audit or assessment that reasonably could be expected to result in a proposed deficiency for any other period not so audited.
(d) There are no outstanding agreements or waivers extending the statutory period of limitations applicable to any Taxes or Tax Returns for any period. There are no audits, examinations, investigations, actions, suits, claims or other proceedings pending or threatened in writing with respect to the Partnership Entities.
(e) No claim has ever been made against any Partnership Entity by a Governmental Authority in a jurisdiction where such Partnership Entity does not file Tax Returns that such Partnership Entity is or may be subject to Taxes assessed by such jurisdiction.
(f) No private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement by or with any Governmental Authority is binding on or has been requested with respect to any Partnership Entity.
(g) None of the Partnership Entities has participated in any “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code.
(h) On the Closing Date, any transfer Tax or other Tax required to be paid in connection with the sale of the Purchased Units by the Partnership to the Purchasers will have been fully paid by the Partnership, and all Laws imposing such Taxes will have been complied with.
(i) The Partnership is properly classified as an association taxable as a corporation for U.S. federal (and applicable state and local) income Tax purposes, and has been so classified since September 24, 2018.