Filing Tax Returns. (i) Tax Returns (x) required to be filed by or on behalf of the Company, (y) relating to any Tax assessment periods (Veranlagungszeiträume, Erhebungszeiträume, sonstige Besteuerungszeiträume) which fully or partially cover the period until the Closing Date and (z) which have an effect on Seller’s or its Affiliate’s Tax obligations (due to the fiscal unity for corporate income and trade tax purposes between Seller and the Company as described in Section 4.4(e)) (“Tax Returns of Seller’s Interest” and any Tax or Tax basis to be covered by law in a Tax Return of Seller’s Interest hereafter “Tax Item of Seller’s Interest”) shall be filed by Purchaser or the Company when due but subject to the review and prior written consent of Seller which shall not be unreasonably withheld and shall be deemed granted twenty (20) Business Days after such consent has been requested in writing by Purchaser. The Tax Returns of Seller’s Interest have to be prepared on a basis consistent with Seller’s reasonable and lawful instructions and further consistent with and by making elections in accordance with those Tax Returns prepared for past Tax assessment periods unless otherwise required by mandatory law or order of a Tax Authority. Any instructions given by Seller must comply with Applicable Law and past practice unless otherwise required by mandatory law or binding order of a Tax Authority. Purchaser shall ensure that any Tax Returns to be reviewed and approved by Seller (y) will be furnished to Seller no later than thirty (30) Business Days prior to the due date of the relevant Tax Return and (z) will be filed in time (taking into account any extensions). Purchaser shall take into account any instructions received from Seller no later than twenty (20) Business Days prior to the due date of the relevant Tax Return provided that such instructions are in accordance with Applicable Law. (ii) Any Tax Returns of Seller’s Interest may not be amended or changed without the prior written consent of Seller (such consent not to be unreasonably withheld and deemed granted twenty (20) Business Days after such consent has been requested in writing by Purchaser), and Purchaser shall follow, and shall cause the Company to follow, any reasonable and lawful instructions of Seller regarding the amendment of such Tax Returns; for the avoidance of doubt, corrections of filed Tax Returns which are required by law are not prevented by this clause.
Filing Tax Returns. The Parent Company shall prepare and file the consolidated federal income tax return for the subsidiaries that are parties to this Agreement. The Parent Company shall act as the sole agent for each subsidiary with respect to the payment of any liability shown on the federal income tax return and for all other purposes required by Treas. Reg. ss. 1.1502-77(a).
Filing Tax Returns. (i) ETE will file or cause to be filed all Tax Returns of the Company, ETC III and ETC II that are required to be filed (after taking into account extensions) on or prior to the Closing Date and will prepare or cause to be prepared such Tax Returns in a manner consistent with past practice unless otherwise required by Law.
Filing Tax Returns. The Contributor will file or cause to be filed all Tax Returns of the Acquired Companies that are required to be filed (after taking into account extensions) on or prior to the Closing Date and will prepare or cause to be prepared such Tax Returns in a manner consistent with past practice unless otherwise required by Law. Regency shall file or cause to be filed all Tax Returns of the Acquired Companies for all (A) taxable years ending on or prior to the Closing Date that are filed after the Closing Date, (B) taxable years beginning prior to the Closing Date and ending after the Closing Date and (C) taxable years beginning after the Closing Date. With respect to Tax Returns described in clauses (A) and (B) of the preceding sentence, Regency shall cause such Tax Returns to be prepared in a manner consistent with past practice unless otherwise required by Law.
Filing Tax Returns. Buyer agrees to file the Company's tax return for the fiscal year ended June 30, 1996 on a timely basis, Seller agrees to assist Buyer with the preparation of such tax return and Seller shall be responsible for the payment of all taxes due and payable in connection with such tax return.
Filing Tax Returns. XXXXXX will file when due all tax returns which are required to be filed by it on or before the date of the Closing. Such returns shall be properly prepared on a reasonable basis and in a manner consistent with prior returns.
Filing Tax Returns. ☐ The parties agree that they will file SEPARATE federal income tax returns for the years during which they are separated. ☐ The parties will file a JOINT federal income tax return for the years that they are separated. (ANSWER ALL) (HUSBAND) (WIFE) (Circle one) will be responsible for preparation and filing of the tax return; (HUSBAND) (WIFE) (SPOUSES EQUALLY) (SPOUSES PRO-RATA) (Circle one) will pay for tax preparation fees, receive any tax refund or be responsible for paying any amount due on the parties’ joint tax return. (CHOOSE ONLY ONE CHILD EXEMPTION TAX OPTION [complete any additional questions])
Filing Tax Returns. 24 ARTICLE XI INDEMNIFICATION.............................................. 24 11.1 Survival of Representations, Etc............................. 24 11.2 Indemnification.............................................. 24 ARTICLE XII MISCELLANEOUS................................................ 25
Filing Tax Returns. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries that are filed after the Effective Time; provided that (i) Purchaser shall provide drafts to the Equityholder Representative of any such Tax Returns that relate to taxable periods (or portions thereof) ending on or prior to the Closing Date at least thirty (30) days prior to the filing of any such Tax Returns if the Shareholders would be liable for the Taxes shown on such Tax Return under Section 6.2(a) (Indemnification), (ii) such Tax Returns shall be prepared in accordance with the past practices of the Company and its Subsidiaries, and (iii) no such Tax Return shall be filed without the prior written consent of the Equityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed. The Equityholder Representative shall instruct the Escrow Agent to pay to Purchaser, with funds from the Escrow Fund, the full amount of Taxes due with respect to such Tax Returns for which the Indemnifying Holders are liable under Section 6.2(a)(vi) (Indemnification). Purchaser shall not file any amended Tax Returns with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date without the consent of the Equityholder Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.
Filing Tax Returns. SCHEDULE 3.1.11.1 hereto lists all federal, state, local, and foreign income Tax Returns filed with respect to QSI and each of the QSI Subsidiaries for taxable periods ended on or after December 31, 1996, and indicates those Tax Returns that have been audited and those Tax Returns that currently are the subject of audit. Each of QSI and the QSI Subsidiaries has delivered to Key correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by QSI or any of the QSI Subsidiaries since January 1, 1997. Each of QSI and the QSI Subsidiaries filed all Tax Returns that it was required to file under applicable laws
