Amendment of Tax Returns; Similar Items Sample Clauses

Amendment of Tax Returns; Similar Items. Unless otherwise required by Applicable Law, PIL and its Subsidiaries shall not amend, or permit any Acquired Company to amend, any Tax Return of any Acquired Company or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to any Acquired Company for a Pre-Closing Tax Period or Straddle Period or that reflects (or is required to reflect) any Moneda Shareholder Indemnified Taxes, in each case, without the prior written consent of Representatives, which consent shall not be unreasonably withheld or delayed if such action would not adversely affect the Moneda Shareholders or any of their Affiliates. Without the prior written consent of the Representatives, PIL shall not, and shall not permit its Affiliates to, (x) make any Tax election with respect to an Acquired Company, which Tax election would be effective for any Pre-Closing Tax Period or Straddle Period, (y) make an election under Section 338(g) of the Code (or any similar provision of U.S. state or local Law) with respect to an Acquired Company, or (z) or voluntarily approach any Taxing Authority on or after the Closing Date with respect to any Tax position taken by any Acquired Company (or the Moneda Shareholders or any of their Affiliates with respect to an Acquired Company) on a Tax Return for any Pre-Closing Tax Period or Straddle Period if such action would reasonably be expected to increase the amount of Moneda Shareholder Indemnified Taxes; provided that nothing herein shall limit the ability of PIL or any of its Affiliates to respond to mandatory requests for information (including information document requests) from any Taxing Authority or engage in any discussions with any Taxing Authorities in the course of any Tax Proceeding.
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Amendment of Tax Returns; Similar Items. Purchaser shall not amend, or permit any of its Affiliates (including the Transferred Entities after the Closing) to amend any Tax Return of the Transferred Entities, or agree to any waiver or extension of the statute of limitations relating to Taxes, with respect to the Transferred Entities for a taxable period ending on or before the Closing Date or a Straddle Period that would give rise to a claim for indemnification against Parent under this Agreement, in each case, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed. Without the prior consent of Parent, Purchaser shall not, and shall not permit its Affiliates (including the Transferred Entities after the Closing) to take any action on or after the Closing Date that would reasonably be expected to materially affect the Tax liability of Parent or any of its Affiliates (including the Transferred Entities, in the case of any Pre-Closing Period) for any Pre-Closing Period, including the making of any Tax election, except as contemplated by this Agreement.
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Related to Amendment of Tax Returns; Similar Items

  • 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.

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

  • 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.

  • 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.

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Payment of Taxes and Claims; Tax Consolidation A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

  • Filing of Tax Returns The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP), except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

  • 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.

  • 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.

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