COVENANTS RELATING TO TAXES. (a) Buyer shall file all Tax Returns for the Company for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. (b) Notwithstanding anything to the contrary contained herein, Buyer shall file any necessary Tax Return or other documentation with respect to all transfer, sales, stamp, registration or other similar Taxes or fees incurred in connection with this Agreement and shall be responsible for payment of any such Tax; PROVIDED, HOWEVER, any federal, state or local tax audits relating to the Company that pertain to either the calendar year 1997 (if any) or the Company's fiscal year ended October 31, 1997 shall be the sole responsibility of Xxxxx, and Xxxxx hereby agrees to pay any and all cost and expense of attorneys, accountants and other professionals employed by Xxxxx to assist with such audits, provided that Xxxxx shall determine and control his tax representative and any other cost sources.
COVENANTS RELATING TO TAXES. Following Closing, in the event that the Company receives notice of any audit of any tax return for the Company for any taxable period, through and including the Closing Date by any taxing authority, the Company shall promptly notify the Shareholders, individually, of the commencement of any such audit or examination and the Shareholders may participate in such audit or examination and shall be kept fully apprised of the progress of such audit or examination. The Company shall keep the Shareholders fully apprised of the progress of such audit examination and the Shareholders may participate in such audit or examination. The Company agrees that it will not agree to any audit or revision that would result in taxable income to the Shareholders, without the Shareholders' approval.
COVENANTS RELATING TO TAXES. 41 5.11 Pooling; Tax Treatment. . . . . . . . . . . . . . . . . . 41 5.12 Confidentiality . . . . . . . . . . . . . . . . . . . . . 41 5.13
COVENANTS RELATING TO TAXES. Except as otherwise provided in this Agreement, each Company (for itself and its Affiliates) agrees (i) not to take any action reasonably expected to result in an increased Tax liability to another Company, a reduction in a Tax Asset of another Company or an increased liability to another Company under this Agreement and (ii) to take any action reasonably requested by another Company that would reasonably be expected to result in a Tax Benefit or avoid a Tax Detriment to such requesting Company; provided, that such action does not result in any additional direct or indirect cost not fully compensated for by the requesting Company.
COVENANTS RELATING TO TAXES. (a) At the Closing: (i) the Company shall deliver to Parent pursuant to Section 1.1445-5(b)(4)(iii) of the United States Treasury Regulations a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897-2(h)(1)(i) of the United States Treasury Regulations; and (ii) the Company shall file with the IRS the notification required under Section 1.897-2(h)(2) of the United States Treasury Regulations.
COVENANTS RELATING TO TAXES. (a) The Surviving Corporation shall file all Tax Returns for the Company for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date.
COVENANTS RELATING TO TAXES. Following Closing, in the event that the Company receives notice of any audit of any tax return for the Company for any taxable period, through and including the Closing Date by any taxing authority, except as specifically provided below, the Company shall promptly notify the Shareholders, individually, of the commencement of any such audit or examination and the Shareholders may participate in such audit or examination and shall be kept fully apprised of the progress of such audit or examination. For taxable periods prior to and through the Closing Date, except as specifically provided below, the Shareholders shall have the right to control any audit or examination relating to state and federal income taxes ("Taxes") of the Company by any taxing authority, including but not limited to initiating any claims, filing any original or amended returns, contesting, resolving, and defending against any assessment, notice of deficiency or other adjustment or proposed adjustment relating to or with respect to any Taxes of the Company after reviewing such action with the Company, and shall be entitled to any refunds with respect to such taxable periods payable to the Shareholders. The Shareholders shall keep the Company fully apprised of the progress of such audit or examination and the Company may participate in such audit or examination. The Shareholders agree that they will not agree to any audit adjustment or revision that would result in taxable income to the Company, without the Company's approval. The Company agrees that it will not agree to any audit adjustment or revision that would adversely affect the taxable incomes of the Shareholders, individually, without the Shareholders' approval, which approval shall not be unreasonably withheld.
COVENANTS RELATING TO TAXES. 1.13.7 Precept shall cause the Surviving Corporation to duly, accurately and timely (with regard to any duly granted extensions) file all Tax Returns for the Company for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date and pay all Taxes due thereon.
COVENANTS RELATING TO TAXES. (a) The Company shall duly, accurately and timely (with regard to any duly granted extensions) file all Tax Returns required to be filed, and pay all Taxes required to be paid, by it on or before the Closing Date. Except with the prior written consent of Precept, the Company will not (i) make, adopt or change any material Tax election or Tax accounting method, (ii) enter into any closing agreement with respect to Taxes of the Company or settle any asserted Tax claim or assessment, or (iii) consent to any Tax claim or assessment or to any waiver or extension of the statute of limitations for any Tax claim or assessment.
COVENANTS RELATING TO TAXES. (a) PRE-CLOSING TAX PERIOD. For purposes of this Section 3.8, the term "
