Administration of Tax Matters Sample Clauses

Administration of Tax Matters. Sellers shall prepare and timely file, or cause to be timely filed, for the Companies and the Company Subsidiaries, with reasonable assistance of the Companies and the Company Subsidiaries, Tax returns that are required by Law to be filed in respect of Pre-Closing Date Periods, including, but not limited to, federal income tax returns and profits tax returns. Sellers shall, at least thirty (30) days prior to filing such Tax Return(s), provide a copy of such Tax return(s) to Buyers. Buyers shall, within ten (10) days of receiving such Tax return(s), advise Sellers regarding any matters in such Tax return(s) that it considers detrimental to Buyers and/or the Companies and the Company Subsidiaries, and with which it disagrees. In such case, Sellers and Buyers shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to the disputed matters. Without limiting the foregoing or any right of the Buyer Parties under this Article VII, Sellers and Buyers acknowledge and agree that any reasonable positions, subject to applicable Laws, taken by Skagen US Sellers based upon the Geneva Corporate Finance Evaluation of Skagen US and Skagen Designs, A/S, dated as of February 5, 2001 shall be reasonably acceptable to Sellers and Buyers. Sellers shall provide to Buyers a copy of all such Tax return(s) together with the work papers and schedules utilized in their preparation. Buyers, the Companies and Sellers shall cooperate fully, as and to the extent reasonably requested, in connection with the filing of Tax returns and any audit, litigation or other proceeding with respect to Taxes and Tax returns. Such cooperation shall include the retention, and (upon the other party’s request) the provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided that the party requesting assistance shall pay the reasonable out-or-pocket expenses incurred by the party providing such assistance; and provided further that no party shall be required to provide assistance at times or in amounts that would interfere unreasonably with the business and operations of such party. Buyers agree to retain all books and records, with respect to tax matters pertinent to the Companies and the Company Subsidiaries relating to any Pre-Closing Date Periods, and to...
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Administration of Tax Matters. Sellers shall prepare and timely file, or cause to be timely filed, for each Acquired Company with reasonable assistance from each respective Acquired Company, all Tax Returns that are required by Law to be filed on or before the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by Law. Buyer shall prepare and timely file, or cause to be timely filed, all other Tax Returns for the Acquired Companies and shall pay or cause to be paid all Taxes shown due thereon. With respect to all Straddle Periods, such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by Law. Buyer shall, at least 30 days prior to filing any such Tax Return that relates to a Pre-Effective Date Tax Period, provide a copy of such Tax Return to Sellers. Sellers shall, within ten days of receiving such Tax Return, advise Buyer regarding any matters in such Tax Return with which it reasonably disagrees based on applicable Laws. In such case, Sellers and Buyer shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to the disputed matters.
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Administration of Tax Matters. Shareholder shall prepare and timely file, or cause to be timely filed, for the Corporation, with reasonable assistance of the Corporation, Tax Returns that are required by law to be filed for the taxable period ended on or before the Effective Date including, but not limited to, federal income Tax Returns. Shareholder shall, at least 30 days prior to filing such Tax Return(s), provide a copy of such Tax Return(s) to Purchaser. Purchaser shall, within 10 days of receiving such Tax Return(s), advise Shareholder regarding any matters in such Tax Return(s) that it considers detrimental to Purchaser and/or the Corporation, and with which it disagrees. In such case, Shareholder and Purchaser shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to the disputed matters. If Purchaser and Shareholder are unable to resolve the disagreement within 30 days after delivery of the written notice from Purchaser, the Purchaser and Shareholder shall engage a mutually agreeable independent certified public accounting firm to resolve the issues in dispute. The scope of review by the accounting firm shall be limited to the matters in dispute. The decision of the accounting firm shall be rendered within 20 days of the engagement and shall be binding on Purchaser and Shareholder. Purchaser and Shareholder shall each pay one-half of the cost of the accounting firm. Purchaser shall be deemed to have accepted the Tax Returns proposed by Shareholder at 5:00 p.m. Charlotte, North Carolina time on the 10th day after delivery thereof if Purchaser has not by then given Shareholder timely written notice of objection. Purchaser, the Corporation and Shareholder shall cooperate fully, as and to the extent reasonably requested, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes and Tax Returns (which Shareholder shall control and remain responsible for with respect to the Pre-Effective Date Periods). Such cooperation shall include the retention, and (upon the other Party’s request) the provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided that the Party requesting assistance shall pay the reasonable out-or-pocket expenses incurred by the Party providing such assistance; a...
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Administration of Tax Matters. The Company will prepare and timely file, or cause to be timely filed, for the Company, with reasonable assistance and approval of the Seller, Tax Returns that are required by law to be filed for the taxable period ended, or any portion thereof, on or before the Closing Date including, but not limited to, federal income tax returns. Such Tax Returns will be prepared and filed in a manner consistent with past practices. The Company will, at least 30 days prior to filing such Tax Return(s), provide a copy of such Tax Return(s) to both Buyer and Seller. Buyer and Seller will, within 10 days of receiving such Tax Return(s), advise the other party and the Company regarding any matters in such Tax Return(s) that it considers detrimental, and with which it disagrees. In such case, Seller and Buyer will reasonably cooperate with each other to reach a timely and mutually satisfactory solution to the disputed matters. Seller will provide to Buyer a copy of all such Tax Return(s) together with the work papers and schedules utilized in their preparation. Buyer, the Company and Seller will cooperate fully, as and to the extent reasonably requested, in connection with the filing of Tax Return(s) and any audit, litigation or other proceeding with respect to Taxes and Tax Return(s) (which Seller will control and remain responsible for with respect to the Pre-Closing Date Period, and Buyer will control and remain responsible for with respect to the Post-Closing Date Period). Such cooperation will include the retention, and (upon the other party’s request) the provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer agrees to retain or cause the Company to retain all books and records, with respect to tax matters pertinent to the Company relating to any Pre-Closing Date Periods, until the expiration of any applicable statute of limitations or extensions thereof.
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Administration of Tax Matters. The LAI Companies shall reasonably consult with PriceWaterhouseCoopers LLP when calculating all tax accruals of the LAI Companies for Interim Pre-Effective Time Periods, and the LAI Companies shall permit CMC to review PriceWaterhouseCooper's work papers and to consult with PriceWaterhouseCoopers with respect to the calculation of such tax accruals. The Principal Stockholders shall prepare and timely file, or cause to be timely filed, for the LAI Companies, Tax Returns with respect to the Pre-Effective Time Periods that are required by law to be filed after the Effective Time including, but not limited to, federal income Tax Return(s). The Principal Stockholders shall, at least thirty days prior to the due date of such Tax Returns, provide a copy of such Tax Returns together with the work papers and schedules utilized in their preparation to CMC for its consent thereto, which shall not be unreasonably withheld, conditioned or delayed. If CMC has not provided the Principal Stockholders with a written objection to such Tax Returns within twenty days of receiving such Tax Returns, CMC's consent thereto shall be deemed to have been received. In the event that CMC provides the Principal Stockholders with a written objection to such Tax Returns within twenty days of receiving such Tax Returns, the Principal Stockholders and CMC shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to the disputed matters. CMC, the LAI Companies and the Principal Stockholders shall cooperate fully, as and to the extent reasonably requested, in connection with the filing of Tax Returns.
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Administration of Tax Matters. Seller shall prepare and timely file, or cause to be prepared and timely filed, with the relevant Taxing Authorities all federal, state and non-U.S. Tax Returns of the Company for any Pre-Closing Tax Periods that are required to be filed by the Company on or after the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by applicable Law. Seller shall, at least thirty (30) days prior to filing any such Tax Return, provide a copy of such Tax Return to Buyer. Buyer shall, within ten (10) days of receiving such Tax Return, advise Seller regarding any matters in such Tax Return with which it reasonably disagrees. In such case, Seller and Buyer shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to the disputed matters. To the extent permitted by applicable Law, the Parties agree that all losses, deductions, credits and any other Tax benefits available on account of the payment or incurrence of the Transaction Tax Deductions shall be reported in Pre-Closing Tax Periods.
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Administration of Tax Matters. The Majority Shareholder shall, at its own expense, prepare or cause to be prepared and timely file, or cause to be timely filed, all Company Tax Returns and Tax Returns of a VAT Fiscal Unity (taking into account all extensions properly obtained). The Majority Shareholder shall (i) prepare such Tax Returns on a basis consistent with past practices and accounting methods of the Majority Shareholder and the Company and its Subsidiaries except to the extent otherwise required by applicable Law, and (ii) provide a copy of such Tax Return(s) to the Minority Shareholder (with supporting documentation and computations) at least thirty (30) days prior (except, in the case of a Periodic Tax Return, ten (10) days prior) to filing such Tax Return(s). The Minority Shareholder shall, within fifteen (15) days (except, in the case of a Periodic Tax Return, five (5) days) of receiving such Tax Return(s), notify the Majority Shareholder in writing of any matters in such Tax Returns with which the Minority Shareholder reasonably disagrees. In such case, the Majority Shareholder and the Minority Shareholder shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to the disputed matters and, to the extent they are unable to reach such a solution within ten (10) days, shall resolve the dispute in accordance with Section 6.03.
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Administration of Tax Matters 
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Related to Administration of Tax Matters

  • Designation of Tax Matters Partner The Managing General Partner is hereby designated the Tax Matters Partner of the Partnership under Section 6231(a)(7) of the Code. The Managing General Partner is authorized to act in this capacity on behalf of the Partnership and the Participants and to take any action, including settlement or litigation, which it in its sole discretion deems to be in the best interest of the Partnership.

  • Appointment of Tax Matters Partner The tax matters partner (the “TMP”), as referred to in Code Section 6231(a)(7), for the Partnership shall be the Company.

  • Appointment of Tax Matters Person The Owners of the Class R Certificates hereby appoint the Trustee as their agent to act as the Tax Matters Person for REMIC Trust for all purposes of the Code and such Tax Matters Person will perform, or cause to be performed, such duties and take, or cause to be taken, such actions as are required to be performed or taken by the Tax Matters Person under the Code.

  • Authority of Tax Matters Partner The TMP shall have the authority to take any and all action reasonably required as TMP, including by way of example, any of the following: (i) enter into a settlement agreement with the Internal Revenue Service that purports to bind the Partners other than the TMP; (ii) file a Tax Court Petition as contemplated in Code Section 6226(a) or Section 6228; (iii) intervene in any action as contemplated in Code Section 6226(b); (iv) file any requests for administrative adjustment contemplated in Code Section 6227(b); or (v) enter into an agreement extending the limitations period as contemplated by Code Section 6229(b)(1)(B).

  • PRESERVATION OF TAX AND ACCOUNTING TREATMENT Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, TCI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the tax-free status of the organization, including without limitation:

  • Administration of Trust The Trustee shall administer the trust of the Indenture and shall perform a substantial part of its obligations relating to each series of Debt Securities and this Indenture at its corporate trust office in the City of New York.

  • Allocation of Taxes For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions:

  • Imposition of Tax on the Trust REMICs In the event that any tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with respect to the Regular Certificates, the Class VRR Upper-Tier Regular Interest and the Class R Certificates; provided that any taxes imposed on any net income from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of the related REO Property in determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special Servicer from time to time shall withdraw from the REO Account and transfer to the Certificate Administrator for deposit into the Distribution Accounts amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate Administrator shall return to the Special Servicer the excess determined by the Certificate Administrator from time to time of the amount in excess of the amount necessary to pay such taxes); provided that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be retained from Aggregate Available Funds as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained from the Distribution Account in determining the amount of Aggregate Available Funds sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by a Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust Fund, any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate or cause to be segregated, into a separate non-interest bearing account, (i) the net income from any “prohibited transaction” under Code Section 860F(a) or (ii) the amount of any contribution to a Trust REMIC after the Startup Day that is subject to tax under Code Section 860G(d) and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the related Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of the Class R Certificates in respect of the related residual interest and shall distribute such retained amounts to the Holders of Regular Certificates, to the Holders of the Grantor Trust Certificates (exclusive of the Class S Certificates) in respect of the Class VRR Upper-Tier Regular Interest or to the Certificate Administrator in respect of the Lower-Tier Regular Interests until they are fully reimbursed and then to the Holders of the Class R Certificates in respect of the related residual interest. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any taxes imposed on a Trust REMIC except to the extent such tax is attributable to a breach of a representation or warranty of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee in contravention of this Agreement in both cases, provided, further, that such breach, act or omission could result in liability under Section 6.03, in the case of the Master Servicer or the Special Servicer, as applicable, or Section 4.04 or Section 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible for the Certificate Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee, the Master Servicer, the Special Servicer and, in each case if a different entity than the Certificate Administrator, the Authenticating Agent, the Certificate Registrar or the Paying Agent.

  • Tax Cooperation; Allocation of Taxes (i) Seller and Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax return. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

  • Limitation on Responsibilities of Agent Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents or Borrower Materials; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

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