Tax Return Filing; Audit Responsibilities Sample Clauses

Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.2(b), the Purchaser will control and be responsible for the filing of all Tax Returns required to be filed with respect to the Acquired Company and, with respect to any Post-Closing Period or Straddle Period, the Purchased Assets after the Closing Date. All such Tax Returns with respect to a Pre-Closing Period or a Straddle Period will be completed in accordance with past practice of the Acquired Company to the extent permitted by applicable Law, and a copy of such Tax Returns shall be provided to the Seller for its review and approval (not to be unreasonably withheld, conditioned or delayed). The Purchaser will make all payments required with respect to any such Tax Return, subject to any indemnification obligation of the Seller with respect hereto.
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Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.2(c), the Purchaser will control and be responsible for the filing of all Tax Returns for any Straddle Period that are required to be filed with respect to the Acquired Companies after the applicable Closing Date. Purchaser shall timely file the Tax Returns for the Straddle Period without extension. Such Tax Returns will be completed in accordance with past practice of the Acquired Companies, except to the extent otherwise required by applicable Law. The Purchaser will make all payments required with respect to any Straddle Period Tax Return; provided that the Seller will, within 10 Business Days of its receipt of a written request therefor, reimburse the Purchaser for the amounts shown as due on such Tax Returns to the extent allocable to the Pre-Closing Period and are amounts for which Seller is responsible under Section 9.1. The Purchaser will deliver any Tax Returns covering a Pre-Closing Period for the Seller’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) at least 20 Business Days prior to the applicable due date, and the Purchaser shall accept the Seller’s reasonable comments on such Tax Returns to the extent such comments are consistent with the past practice of the Acquired Companies, this Agreement and applicable Law. (b) Except as set forth in Section 9.2(c), Seller shall prepare and file all Tax Returns for the Acquired Companies that relate solely to the Pre-Closing Period whether due before or after the applicable Closing Date. Seller shall pay all amounts due thereon; provided that Purchaser will, within 10 Business Days of its receipt of a written request therefor, reimburse the Seller for the amounts shown as due on such Tax Return to the extent such amounts represent amounts for which Seller is not responsible under Section 9.1. Such Tax Returns will be completed in accordance with past practice of the Acquired Companies, except to the extent otherwise required by applicable Law. The Seller will deliver such Tax Returns for the Purchaser’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) at least 20 Business Days prior to the applicable due date, and the Seller shall accept the Purchaser’s reasonable comments on such Tax Returns to the extent such comments are consistent with the past practice of the Acquired Companies, this Agreement and applicable Law. (c) Any Tax Returns that must be filed in connection with any Transfer ...
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Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.3(b), the Purchaser will control and be responsible for the filing of all Tax Returns required to be filed with respect to the Company after the Closing Date. All such Tax Returns will be completed in accordance with past practice to the extent permitted by applicable Law. The Purchaser will make all payments required with respect to any such Tax Return.
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Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 8.3(b), Buyers shall control and be responsible for the filing of all Tax Returns required to be filed with respect to the Company Entities or Brazil NewCo after the Closing Date. All such Tax Returns that relate to a Straddle Period shall be completed in accordance with past practice to the extent permitted by applicable law. Subject to Section 8.3(c), Buyers shall make all payments required with respect to any such Tax Return.
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Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.2(c), the Purchaser will control and be responsible for the filing of all Tax Returns for any Straddle Period that are required to be filed with respect to the Acquired Companies after the applicable Closing Date. Purchaser shall timely file the Tax Returns for the Straddle Period without extension. Such Tax Returns will be completed in accordance with past practice of the Acquired Companies, except to the extent otherwise required by applicable Law. The Purchaser will make all payments required with respect to any Straddle Period Tax Return; provided that the Seller will, within 10 Business Days of its receipt of a written request therefor, reimburse the Purchaser for the amounts shown as due on such Tax Returns to the extent allocable to the Pre-Closing Period and are amounts for which Seller is responsible under Section 9.1. The Purchaser will deliver any Tax Returns covering a Pre-Closing Period for the Seller’s review, comment and approval (not to be unreasonably withheld, conditioned or delayed) at least 20 Business Days prior to the applicable due date, and the Purchaser shall accept the Seller’s reasonable comments on such Tax Returns to the extent such comments are consistent with the past practice of the Acquired Companies, this Agreement and applicable Law.
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Tax Return Filing; Audit Responsibilities. (a) The Sellers will timely prepare and file or will cause to be timely prepared and filed (taking into account all extensions properly obtained) (i) any combined, consolidated, unitary or similar Tax Returns that include the Acquired Companies and the Sellers or any of their Affiliates, and (ii) any Tax Returns that are required to be filed by or with respect to the Acquired Companies and the Purchased Assets which are due for Pre-Closing Periods (other than Straddle Periods). In each case, the Sellers shall pay the Taxes due in respect of such return. The Purchaser shall reimburse the Sellers to the extent any amounts due with the return constitute Taxes for which Purchaser is required to indemnify Seller under this Agreement. Sellers will prepare all such Tax Returns in a manner consistent with past practice, unless otherwise required by a change in applicable law. With respect to Tax Returns described in clause (ii) above, the Sellers will deliver to the Purchaser for review and comment a copy of Tax Returns covered by clause (ii) at least 30 Days prior to the due date (giving effect to any validly obtained extensions thereof). The Purchaser will not (and will not cause the Acquired Companies to) amend or revoke such Tax Returns at any time without the Sellers’ written consent (which consent shall not be unreasonably withheld, conditioned or delayed).
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Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 9.2(b), the Purchaser will control and be responsible for the filing of all Tax Returns required to be filed with respect to the Acquired Companies after the Closing Date. Any Tax Returns which include all or any portion of a Straddle Period will be completed in accordance with past practice to the extent permitted by applicable Law. The Purchaser will make all payments required with respect to any such Tax Return. The Seller shall pay to Purchaser the portion of any such payment attributable to that portion of a Straddle Period ending on the Closing Date. From and after the Closing, none of the Purchaser, the Acquired Companies or any of their respective Affiliates will file any amendment to any Tax Return relating to the Acquired Companies for any Pre-Closing Period, or make any changes thereto, without the Seller’s prior written consent.
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Tax Return Filing; Audit Responsibilities. (a) Except as set forth in Section 14.2(b), Buyer will control and be responsible for the filing of all Tax Returns required to be filed with respect to Newco which relates solely to Post-Closing Periods. All such Tax Returns will be completed in accordance with past practice to the extent permitted by applicable Law. Buyer will cause Newco to make all payments required with respect to any such Tax Return.
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Related to Tax Return Filing; Audit Responsibilities

  • Joint Responsibilities 2.1.1 University and Affiliate each will identify, and notify each other of, a person responsible for serving as its liaison during the course of this affiliation. The appointment of liaisons shall be subject to mutual approval of the parties.

  • Responsibility for Filing Tax Returns (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

  • Regulatory Responsibilities The Parties will share responsibility for leading regulatory matters relating to the SYNGAP1 Co-Co Products, as described in this Section 6.9 (each Party, when designated as provided herein to provide such leadership with respect to designated activities is the “Lead Regulatory Party” with respect to such activities). With respect to each SYNGAP1 Co-Co Product, Acadia shall (x) lead the overall strategy for obtaining Regulatory Approval of such SYNGAP1 Co-Co Product (including labeling for such SYNGAP1 Co-Co Product), including by selecting the jurisdictions within which XXXx will be pursued and Execution Version the timing and order in which such approvals will be sought (“Regulatory Strategy”), and will be the Lead Regulatory Party with respect to such strategic activities with respect to such SYNGAP1 Co-Co Product, (y) be the Lead Regulatory Party with respect to the submission of any MAA for such SYNGAP1 Co-Co Product, and (z) following the first Regulatory Approval of such SYNGAP1 Co-Co Product, be the Lead Regulatory Party in connection with such SYNGAP1 Co-Co Product and with respect to Commercialization and regulatory activities (including post-marketing studies). Subject to the foregoing, the JSC shall designate a Party to lead all other pre-Regulatory Approval regulatory matters relating to each SYNGAP1 Co-Co Product in accordance with the applicable SYNGAP1 Co-Development Plan (each Party in such capacity will be deemed the Lead Regulatory Party with respect to such activities). The Lead Regulatory Party shall be responsible for (i) filing for in its name, and owning, all Regulatory Materials relating to regulatory activities with respect to such SYNGAP1 Co-Co Product in the relevant country, (ii) overseeing, monitoring, and coordinating all regulatory actions, communications and filings with, and submissions to, each Regulatory Authority with respect to such activities; and (iii) interfacing, corresponding, and meeting with each Regulatory Authority with respect to such activities, in each case consistent with the Regulatory Strategy and applicable SYNGAP1 Co-Development Plan or SYNGAP1 Co-Commercialization Plan.

  • Development Responsibilities Unless the Parties agree in writing upon an alternate allocation of responsibility, the Parties shall have the following rights and obligations with respect to operational responsibilities under each Development Plan:

  • Client Responsibilities You are responsible for (a) assessing each participants’ suitability for the Training, (b) enrollment in the appropriate course(s) and (c) your participants’ attendance at scheduled courses.

  • ALPS’ Responsibilities In connection with its performance of TA Web, ALPS shall:

  • Joint Responsibility If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller will promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier towards the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

  • Tax and Accounting Treatment Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes, and for accounting purposes, to treat each Transaction as indebtedness of Seller that is secured by the Purchased Mortgage Loans and that the Purchased Mortgage Loans are owned by Seller in the absence of a Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by applicable Requirements of Law or GAAP.

  • Tax Responsibility The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.

  • Tax Return Information By the 31st day of March of each Fiscal Year of the Partnership, the General Partner, at the expense of the Partnership, shall cause to be delivered to the Limited Partners such information as shall be necessary (including a statement for that year of each Limited Partner’s share of net income, net gains, net losses and other items of the Partnership for the preceding Fiscal Year) for the preparation by the Limited Partners of their Federal, state and local income and other tax returns.

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