Advance Review of Tax Returns Sample Clauses

Advance Review of Tax Returns. (a) At least fifteen (15) business days, or such other reasonable time as mutually agreed to by Parent and SpinCo, prior to the filing of any Tax Return pursuant to Section 2.1(a)(i) that includes a SpinCo Member (each, a “Parent Prepared Tax Return”), Parent shall provide SpinCo for its review and comment a draft of the portion of such Tax Return that relates to the SpinCo Member.
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Advance Review of Tax Returns. (a) At least fifteen (15) days prior to the filing of any Tax Return (including amendments thereto) of a Pre-Existing AMO Member for a Straddle Period (excluding any Tax Return which includes both a Pre-Existing AMO Member and an entity other than a Pre-Existing AMO Member), Allergan shall provide AMO with a draft of such Tax Return. AMO and its Representatives shall have the right to review all related work papers prior to the filing of any such Tax Return. Allergan shall consult with AMO regarding AMO's comments with respect to such Tax Returns and shall in good faith (i) consult with AMO in an effort to resolve any differences with respect to the preparation and accuracy of such Tax Returns, and (ii) consider AMO's recommendations for alternative positions with respect to items reflected on such Tax Returns; provided, however, that Allergan shall not be required to consider any such recommendation if the result thereof would adversely affect the Taxes of the Allergan Group or any Post-Distribution Member for any Taxable Period (including an increase in the amount payable by Allergan pursuant to Section 3.2), and Allergan may condition the acceptance of any such recommendation upon the receipt of appropriate indemnification from AMO for any increases in Taxes that may result from the adoption of the relevant alternative position.
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Advance Review of Tax Returns. (a) At least fifteen (15) business days, or such other reasonable time as mutually agreed to by both parties, prior to the filing of any Tax Return pursuant to Section 2.1(a)(i) or Section 2.1(a)(ii) that includes a Spinco Member (collectively, an “Integra Prepared Pre-Spin/Straddle Mixed Return”), Integra shall provide Spinco with a copy of the portion of such Tax Return that relates to the Spinco Member.
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Advance Review of Tax Returns. (a) At least fifteen (15) business days, or such other reasonable time as mutually agreed to by both parties, prior to the filing of any Tax Return pursuant to Section 2.1(a)(i) or Section 2.1(a)(ii) that includes a Rightside Member (collectively, a “Section 2.3(a) Tax Return”), Demand Media shall provide Rightside with a copy of the portion of such Tax Return that relates to the Rightside Member.
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Advance Review of Tax Returns. At least thirty (30) days prior to the filing of any federal Income Tax Return (including amendments thereto) that includes a Park Place Member, and at least fifteen (15) days prior to the filing of any other Tax Return (including amendments thereto) that includes a Park Place Member, Hilton shall provide Park Place with the portion of such Tax Return related to the Park Place Member. In the case of each Tax Return (including amendments thereto) subject to the conformity requirements of Section 2.5 and filed pursuant to Section 2.1(b), Park Place shall provide Hilton with copies of any such Tax Return at least thirty (30) days prior to the filing thereof. Park Place and its Representatives (or Hilton and its Representatives, as the case may be) shall have the right to review all related work papers prior to the filing of any such Tax Return. Hilton (or Park Place, as the case may be) shall consult with Park Place (or Hilton) regarding its comments with respect to such Tax Returns and shall in good faith (A) consult with Park Place (or Hilton) in an effort to resolve any differences with respect to the preparation and accuracy of such Tax Returns and their consistency with past Tax Practices and (B) consider Park Place's (or Hilton's) recommendations for alternative positions with respect to items reflected on such Tax Returns; PROVIDED, HOWEVER, that Hilton (or Park Place) shall not be required to consider any such recommendation if the result thereof would adversely affect the Taxes of the Hilton Group or any Post-Distribution Member (or the Park Place Group or any Park Place Member) for any Straddle Period or Post-Closing Taxable Period, and Hilton (or Park Place) may condition the acceptance of any such recommendation upon the receipt of appropriate indemnification from Park Place (or Hilton) for any increases in Taxes that may result from the adoption of the relevant alternative position.
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Advance Review of Tax Returns. (a) At least fifteen (15) days, or such other reasonable time as mutually agreed to by both parties, prior to the filing of any federal Income Tax Return for a Pre-Distribution Tax Period or Straddle Period that includes a QEP Member and any other Tax Return pursuant to Section 2.1(a)(i) or Section 2.1(a)(ii) that includes a QEP Member (collectively, a “Section 2.3(a) Tax Return”), Questar shall provide QEP with the portion of such Tax Return that relates to the QEP Member.
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Advance Review of Tax Returns. At least thirty (30) days before the filing of any Income Tax Return (including amendments thereto) that includes both Parent and Subsidiary, and at least fifteen (15) days before the filing of any other Tax Return (including amendments thereto) that includes both Parent and Subsidiary, the party preparing the Tax Return shall provide the other party with the portion of such Tax Return related to such other party. Subsidiary and its Representatives (or Parent and its Representatives, as the case may be) shall have the right to review all related work papers before the filing of any such Tax Return. Parent (or Subsidiary, as the case may be) shall consult with Subsidiary (or Parent) regarding its comments with respect to such Tax Returns and shall in good faith (a) consult with Subsidiary (or Parent) in an effort to resolve any differences with respect to the preparation and accuracy of such Tax Returns, and their consistency with past Tax Practices; and (b) consider Subsidiary’s (or Parent’s) recommendations for alternative positions with respect to items reflected on such Tax Return; provided, however, that Parent (or Subsidiary) shall not be required to consider any such recommendation if the result thereof would adversely affect the Taxes of the Post-Distribution Parent Group or any Post-Distribution Member (or the Subsidiary Group or any Subsidiary Member) for any Taxable Period beginning after the Distribution Date; and may condition the acceptance of any such recommendation upon the receipt of appropriate indemnification from Subsidiary (or Parent) for any increase in Tax Liability (under this Agreement or otherwise) of such party that may reasonably be expected to result from the adoption of the relevant alternative position.
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Advance Review of Tax Returns. At least thirty (30) days prior to the filing of any federal Income Tax Return (including amendments thereto) that includes a Gaming Co. Member, and at least fifteen (15) days prior to the filing of any other Tax Return (including amendments thereto) that includes a Gaming Co. Member, Hilton shall provide Gaming Co. with the portion of such Tax Return related to the Gaming Co. Member. In the case of each Tax Return (including amendments thereto) subject to the conformity requirements of Section 2.5 and filed pursuant to Section 2.1(b), Gaming Co. shall provide Hilton with copies of any such Tax Return at least thirty (30) days prior to the filing thereof. Gaming Co. and its Representatives (or Hilton and its Representatives, as the case may be) shall have the right to review all related work papers prior to the filing of any such Tax Return. Hilton (or Gaming Co., as the case may be) shall consult with Gaming Co. (or Hilton) regarding its comments with respect to such Tax Returns and shall in good faith (A) consult with Gaming Co. (or Hilton) in an effort to resolve any differences with respect to the preparation and accuracy of such Tax Returns and their consistency with past Tax Practices and (B) consider Gaming Co.'s (or Hilton's) recommendations for alternative positions with respect to items reflected on such Tax Returns; PROVIDED, HOWEVER, that Hilton (or Gaming Co.) shall not be required to consider any such recommendation if the result thereof would adversely affect the Taxes of the Hilton Group or any Post-Distribution Member (or the Gaming Co. Group or any Gaming Co. Member) for any Straddle Period or Post-Closing Taxable Period, and Hilton (or Gaming Co.) may condition the acceptance of any such recommendation upon the receipt of appropriate indemnification from Gaming Co. (or Hilton) for any increases in Taxes that may result from the adoption of the relevant alternative position.
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Related to Advance Review of Tax Returns

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.

  • Preparation of Tax Returns The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

  • Right to Review Tax Returns The Responsible Company with respect to any Tax Return shall make such Tax Return and related workpapers available for review by the other Company, if requested, to the extent (a) such Tax Return relates to Taxes for which the requesting party may be liable, (b) such Tax Return relates to Taxes for which the requesting party may be liable in whole or in part or for any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such Tax Return, (c) such Tax Return relates to Taxes for which the requesting party may have a claim for Tax Benefits under this Agreement, or (d) the requesting party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company shall make such Tax Return available for review as required under this paragraph at least thirty (30) days prior to the due date for filing such Tax Returns to provide the requesting party with a meaningful opportunity to analyze and comment on such Tax Returns and have such Tax Returns modified before filing. The Companies shall attempt in good faith to resolve any issues arising out of the review of such Tax Returns. Issues that cannot be resolved by the Companies shall be resolved in the manner set forth in Section 14; provided, however, that such Tax Return shall be timely filed in the manner prepared by the Responsible Company if the issues cannot be resolved prior to the time required by law (including extensions) for the filing of such Tax Return.

  • Annual Assessments of Compliance By March 15 of each year, commencing in March 2008, the Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish or otherwise make available, each at its own expense, to the Trust Administrator, the Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 13.03, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an Accountant’s Attestation on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, each Servicer and the Master Servicer shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same person). When the Master Servicer, the Modification Oversight Agent and each Servicer (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessments of Compliance (and Accountant’s Attestation), pursuant to Section 13.08, of each Servicing Function Participant engaged by it. Promptly after receipt of each Assessment of Compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, a Servicer, a Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall confirm that the Assessments of Compliance, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit Q and on any similar exhibit set forth in each Designated Servicing Agreement in respect of each Designated Servicer and notify the Depositor of any exceptions. None of such parties will be required to deliver any such assessments until March 30 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide an Assessment of Compliance pursuant to this Section 13.07, or to such other applicable agreement, notwithstanding any termination, assignment or resignation. The Master Servicer shall enforce any obligation of the Designated Servicers and the Custodians, to the extent set forth in the related Designated Servicing Agreement or Custodial Agreement, as applicable, to deliver to the Master Servicer an Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Designated Servicing Agreement or Custodial Agreement, as applicable. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator and the Trustee pursuant to this Section. Notwithstanding anything to the contrary in this Section, Xxxxx Fargo, in its capacity as a Servicer shall deliver its Assessment of Compliance to the Master Servicer (only so long as Xxxxx Fargo is the Master Servicer) who in turn will forward such items to the appropriate parties.

  • Collection of Taxes, Assessments and Similar Items (a) To the extent provided in the applicable Servicing Agreement, the Master Servicer shall cause each Servicer to establish and maintain one or more custodial accounts at a depository institution (which may be a depository institution with which the Master Servicer or any Servicer establishes accounts in the ordinary course of its servicing activities), the accounts of which are insured to the maximum extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein any collections of amounts received with respect to amounts due for taxes, assessments, water rates, standard hazard insurance policy premiums, Payaheads, if applicable, or any comparable items for the account of the Mortgagors. Withdrawals from any Escrow Account may be made (to the extent amounts have been escrowed for such purpose) only in accordance with the applicable Servicing Agreement. Each Servicer shall be entitled to all investment income not required to be paid to Mortgagors on any Escrow Account maintained by such Servicer. The Master Servicer shall make (or cause to be made) to the extent provided in the applicable Servicing Agreement advances to the extent necessary in order to effect timely payment of taxes, water rates, assessments, Standard Hazard Insurance Policy premiums or comparable items in connection with the related Mortgage Loan (to the extent that the Mortgagor is required, but fails, to pay such items), provided that it or the applicable Servicer has determined that the funds so advanced are recoverable from escrow payments, reimbursement pursuant to Section 4.02 or otherwise.

  • Collection of Taxes, Assessments and Similar Items; Servicing Accounts (a) The Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.

  • Availability of Tax Returns The Company has made available to Parent complete and accurate copies of all federal, state, local and foreign income, franchise and other material Tax Returns filed by or on behalf of the Company or its Subsidiaries for any Tax period ending after December 31, 2011.

  • Payment of Taxes, Assessments, etc The Servicer (other than with respect to a Foreclosed Property) and the Special Servicer (with respect to any Foreclosed Property) shall maintain accurate records with respect to the Property (or such Foreclosed Property, as the case may be) reflecting the status of real estate taxes, assessments, charges and other similar items that are or may become a lien on the Property (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes, assessments and charges, insurance premiums, ground rent, operating expenses and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage Loan Agreement at such time as may be required by the Mortgage Loan Documents. If the Borrower Related Parties do not make the necessary payments and/or a Mortgage Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23, from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance with the terms of the Mortgage Loan Agreement.

  • Collection of Taxes, Assessments and Similar Items; Escrow Accounts (a) To the extent required by the related Mortgage Note and not violative of current law, the Master Servicer shall establish and maintain one or more accounts (each, an "Escrow Account") and deposit and retain therein all collections from the Mortgagors (or advances by the Master Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law.

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