Buyer's Tax Returns Sample Clauses

Buyer's Tax Returns. Buyer shall prepare and timely file or cause to be prepared and timely filed, in a manner consistent with past practice, all Tax Returns that are required to be filed by the Company and its Subsidiaries with respect to a Straddle Period of Company and its Subsidiaries. Buyer shall deliver any such Tax Return to Seller in the form proposed for filing at least ten (10) Business Days prior to the due date thereof and shall consider in good faith all reasonable comments provided by Seller with respect thereto. Buyer shall not and shall not permit any of its Affiliates (including the Company and its Subsidiaries after Closing) to amend any such Tax Return without Seller's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Subject to Section 6M(iii), Buyer shall pay or cause to be paid, within the time and in the manner required by applicable Law, all Taxes due with respect to Tax Returns required by applicable Law, all Taxes due with respect to Tax Returns required to be filed by the Company and its Subsidiaries with respect to Straddle Periods of the Company and its Subsidiaries. (iii) Straddle Period. Seller shall, at least five (5) Business Days prior to the due date of any Tax Return that relates to a Straddle Period of Company or its Subsidiaries, pay to Buyer any Taxes due with respect to such Tax Return that are Seller Pre-Closing Taxes. In the case of any Straddle Period of Company or its Subsidiaries, the amount of any Taxes that are Seller Pre-Closing Taxes or otherwise attributable to a Pre-Closing Tax Period shall be determined as follows: (A) Taxes other than Property Taxes shall be allocated based on an interim closing of the books as of the end of the day on the day immediately preceding the Closing Date, and (B) Property Taxes shall be allocated based on the ration that the number of calendar days in the portion of the Straddle Period ending on the day immediately preceding the Closing Date bears to the number of calendar days in the entire Straddle Period; provided that any Taxes arising from or imposed with respect to any action taken or transaction effected, in each case outside the ordinary course of business, by Seller or its Affiliates or any of the
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Buyer's Tax Returns. After the Closing, Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, when due, all Tax Returns with respect to Velocity and Bolt, other than those described in Section 7.20(c), and shall timely pay all Taxes shown as due on all Tax Returns filed pursuant to this Section 7.20(d).
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Buyer's Tax Returns. Buyer shall prepare and file, or cause to be prepared and filed, all material Tax Returns for taxable periods ending after the Closing Date required to be filed (giving effect to any valid extensions of time) and shall pay all Taxes due with respect to such Tax Returns; provided that Seller shall reimburse Buyer for any Straddle Period amount owed by Seller pursuant to Section 13.8 (A) subject to offset for any Taxes accrued for on the Final Closing Balance Sheet, within 30 days of Buyer's written notification to Seller of Seller's liability pursuant to Section 13.8 (A).
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Buyer's Tax Returns. Buyer shall timely prepare and file (or cause to be so prepared and filed) (i) all federal, state or local income and franchise Tax Returns required by law covering the Company for all taxable periods ending after the Closing Date and (ii) all other Tax Returns required by law covering the Company that are required to be filed after the Closing Date (all Tax Returns specified in subparagraphs (i) and (ii) are hereinafter referred to as "Buyer's Tax Returns"). Buyer shall submit to Seller copies of all Buyer's Tax Returns, as filed, that include a taxable period or date prior to or including the Closing Date.
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Buyer's Tax Returns. Buyer shall prepare, or shall cause to be prepared, and file, or cause to be filed, all other Tax Returns of the PSEG Companies. In the case of a Tax Return for a Straddle Period, Buyer shall prepare such Tax Return on a basis consistent with past practice and shall not file such Return without the prior consent of Sellers, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall be responsible, and shall indemnify Sellers for, all Taxes of the PSEG Companies, other than those Taxes for which Sellers are responsible pursuant to Section 6.03(a) .
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Buyer's Tax Returns. Buyer shall prepare and timely file or cause to be prepared and timely filed, in a manner consistent with past practice, all Tax Returns required to be filed by the Acquired Companies with respect to a Straddle Period of an Acquired Company. Buyer shall provide such Tax Returns to Seller in the form proposed for filing at least ten (10) Business Days prior to the due date thereof and shall consider in good faith all reasonable comments provided by Seller with respect thereto. Buyer shall not and shall not permit any of its Affiliates (including the Acquired Companies after the Closing) to amend any such Tax Return without Seller’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Subject to Section 6.03(c), Buyer shall pay or cause to be paid, within the time and in the manner required by applicable Law, all Taxes due with respect to Tax Returns required to be filed by the Acquired Companies with respect to Straddle Periods of the Acquired Companies.
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Related to Buyer's Tax Returns

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

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • 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:

  • 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 Information Returns and Reports The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

  • 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.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Tax Returns and Audits All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

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