Amended Tax Returns/Refunds Sample Clauses

Amended Tax Returns/Refunds. (a) Except as otherwise required by applicable Law or Regulation, Parent shall not, nor shall it permit or cause any of its Affiliates or the Acquired Entities to, amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of the Acquired Entities with respect to any Pre-Closing Period.
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Amended Tax Returns/Refunds. (a) Parent shall not, nor shall it permit or cause any of its Affiliates or the Company to file any amended Tax Return, carryback claim, or other adjustment request relating to the Company, or file, revoke or otherwise modify any Tax election of the Company with respect to Tax periods that end on or prior to the Closing Date. Parent shall not file any amended Tax Return or make any Tax election with respect to a Tax Return for a Straddle Period without the consent of the Representative, such consent not to be unreasonably withheld; provided, however, that such consent shall not be required if such amended Tax Return or Tax election does not increase any Pre-Closing Taxes.
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Amended Tax Returns/Refunds. Except to the extent required by Law, after the Closing Date, Purchaser shall not, and shall not cause or permit the Company to (i) file an amended Tax Return with respect to any Tax Return for a Pre-Closing Tax Period or for a Pre-Closing Straddle Period, or (ii) make any Tax election that has retroactive effect to a Pre-Closing Tax Period or a Pre-Closing Straddle Period, in each case without the applicable Sellers’ Representative’s advance written consent, which shall not be unreasonably withheld. The Sellers shall be entitled to retain, or receive immediate payment from Purchaser (if such Tax refund is received by Purchaser, the Company, or an Affiliate of Purchaser) of, any Tax refund or credit to which the Company becomes entitled, with respect to any Pre-Closing Tax Period or Pre-Closing Straddle Period; provided, however, that (i) any such Tax refund shall be reduced by Purchaser’s or the Company’s cost of preparing and filing any amended Tax Return or claim with respect to such Tax refund, (ii) the Company shall be entitled to retain any such Tax refund to the extent that the Taxes being refunded were paid by the Company after the Closing Date and (iii) such Tax refund shall not be paid to the extent that such cash payment will cause the Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
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Amended Tax Returns/Refunds. (i) Any amended Tax Return or refund claim relating to a Pre-Closing Tax Period or a Straddle Period of the Company or any Subsidiary that is prepared and filed after the Closing Date may be filed by Purchaser only after giving the Seller Representative a reasonable opportunity to review and consent to such amended Tax Return or refund claim, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if such amended Tax Return or refund claim could reasonably be expected to increase the Tax liability of a Selling Securityholder (including any indemnification obligation with respect to Taxes pursuant to Section 7.1(f) (Indemnification by the Selling Securityholders)), it will be reasonable for the Seller Representative to withhold consent from any such amendment or claim proposed by or on behalf of Purchaser, to the extent that the Tax Return filings of the Company or any Subsidiary, in the absence of filing such amended Tax Return or refund claim, would be in accordance with applicable Law.
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Amended Tax Returns/Refunds. (i) Except with the written consent of the Stockholder Representative, Parent shall not, nor shall it permit or cause any Parent Affiliate or the Company or the Surviving Corporation to, amend, file (including undertaking any voluntary disclosure or similar process), refile, revoke or otherwise modify any Tax Return or Tax election of the Company or the Surviving Corporation, as applicable, with respect to Tax periods that begin on or prior to the Closing Date, or that reasonably could be expected to affect Tax periods that begin on or prior to the Closing Date.
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Amended Tax Returns/Refunds. 10.2.6. The Purchaser shall not, nor shall it permit or cause any of its Affiliates, the Company or its Subsidiaries to, amend, file, refile, revoke or otherwise #25932618 v26 modify any Tax Return or Tax election of the Company or any of its Subsidiaries with respect to Tax periods that begin on or prior to the Closing Date without prior written consent of the Seller, which consent shall not be unreasonably withheld, delayed or conditioned.
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Related to Amended Tax Returns/Refunds

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

  • Other Tax Returns Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Tax Returns and Taxes Each Obligor has filed all material Tax returns and Tax reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Tax Returns Except as set forth on Schedule 3.13:

  • Tax Returns and Payments Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised:

  • Taxes and Tax Returns Each of Cascade and its Subsidiaries has duly and timely filed (taking into account all applicable extensions) all material Tax Returns that were required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects. Neither Cascade nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business). All material Taxes of Cascade and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid other than Taxes that have been reserved or accrued on the balance sheet of Cascade or its Subsidiaries or which Cascade and/or its Subsidiaries is contesting in good faith. Each of Cascade and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, shareholder, independent contractor or other third party. Neither Cascade nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Cascade and its Subsidiaries for all years to and including 2007 have been examined by the IRS or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired. Neither Cascade nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any Tax of Cascade and its Subsidiaries or the assets of Cascade and its Subsidiaries. Cascade has made available to Home true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years. Neither Cascade nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Cascade and its Subsidiaries). Neither Cascade nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was Cascade) or (b) has any liability for the Taxes of any person (other than Cascade or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Cascade nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code. Neither Cascade nor any of its Subsidiaries has participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (or any predecessor provision) and neither Cascade nor any of its Subsidiaries has been notified of, or to the knowledge of Cascade or its Subsidiaries has participated in, a transaction that is described as a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Cascade been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. There are no Liens for Taxes upon the assets of Cascade or any of its Subsidiaries other than Liens for current Taxes not yet due and payable. As of the date hereof, neither Cascade nor its Subsidiaries has knowledge of any conditions which exist or which may fail to exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. No claim has ever been made by any Governmental Entity in a jurisdiction where Cascade or a Cascade Subsidiary does not file Tax Returns that Cascade or such Subsidiary is or may be subject to taxation by that jurisdiction. Neither Cascade nor any of its Subsidiaries has filed an election under Section 338(g) or 338(h)(10) of the Code. Neither Cascade nor any of its Subsidiaries has agreed, nor is it required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that will affect its liability for Taxes.

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