Certain Income Tax Matters. For the avoidance of doubt, any deductions or similar Tax benefits arising from the payment of Seller Transaction Expenses and the discharge of the Closing Indebtedness shall be for the benefit of the Sellers to the extent permitted by applicable Legal Requirements.
Certain Income Tax Matters. (a) Shareholder shall pay or make provisions for offset or recoupment to Purchaser for all income and other tax liability as a result of the Business operations to any governing authority on or prior to the Effective Date. Shareholder shall prepare or cause to be prepared all tax computations for such taxes due on or before the Effective Date, and the amount of such taxes due shall be paid by Shareholder either by direct payment to the Department of Revenue, and proof of payment thereof, direct payment to Purchaser therefore, or offset in adjustment of the Purchase Price by the Purchaser. Shareholder warrants that the tax computations will be accurate and complete and, subject to Section 5.8 hereof, shall be responsible for all taxes, penalties and interest due on all such taxes as of the Effective Date. The Shareholder shall prepare and cause to be filed all income tax returns for the Business for the Business’ taxable years ending as of the end of the Effective Date. The Purchaser shall be responsible for the preparation and filing of all income tax returns and the payment of all income and other tax liabilities of the Business for the Business’ taxable periods beginning the day after the Effective Date and subsequent periods. Each party agrees to indemnify the other against any liability for federal income taxes payable by the indemnifying party as a result of any portion of the Business’ income allocable to the indemnifying party.
(b) The Shareholder agrees to cooperate with the Purchaser, and the Purchaser agrees to cooperate (and cause the Business to cooperate) with the Shareholder, to the extent necessary in connection with the filing of any tax return or similar document relating to the Purchaser’s acquisition of the Business. Each such tax return shall be based on the same tax accounting methods and elections as used for the Business’ taxable years immediately preceding the year of such return, except as otherwise required by law or as agreed upon by the Purchaser and the Shareholder. A photocopy of each such tax return shall be furnished to the Purchaser at least 30 days before the due date (including any extensions) for filing the tax return. If the Purchaser disagrees with the amount or treatment of any item on any such return, the Purchaser shall notify the Shareholder, and the Purchaser and the Seller shall proceed in good faith to resolve any dispute regarding the return before the due date.
Certain Income Tax Matters. The Trust established pursuant to this Trust Agreement is established for the purpose of satisfying claims by liquidating the Trust Assets transferred to it and the Trust shall have no objective of continuing or engaging in any trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Trust. The purpose of the Trust is to provide a mechanism for the liquidation of the Trust Assets of the Debtor, and to distribute the proceeds of the liquidation, net of all claims, expenses, charges, liabilities, and obligations of the Trust, to the holders of Beneficial Interests and certain Allowed Claims in accordance with the terms of the Plan. No business activities will be conducted by the Trust other than those associated with or related to the liquidation of the Trust Assets. It is intended that the Trust be classified for federal income tax purposes as a "liquidating trust" within the meaning of section 301.7701-4(d) of the Treasury Regulations. All parties hereto shall treat the transfers in trust described herein as transfers to the Beneficiaries for all purposes of the Internal Revenue Code of 1986, as amended (including, sections 61(12), 483, 1001, 1012, and 1274). All the parties hereto shall treat the transfers in trust as if all the transferred assets, including all the Trust Assets, had been first transferred to the Beneficiaries and then transferred by the Beneficiaries to the Trust. The Beneficiaries shall be treated for all purposes of the Internal Revenue Code of 1986, as amended, as the grantors of the Trust and the owners of the Trust. The Trustee shall file returns for the Trust as a grantor trust pursuant to Treasury Regulations section 1.671-4(a) or (b). The parties hereto, including the Trustee and the Beneficiaries shall value the property transferred to the Trust consistently and such valuations shall be used for all federal income tax purposes. The Beneficiaries (except to the extent a Beneficiary is the Internal Revenue Service) shall be responsible for payment of any taxes due with respect to the operations of the Trust. The Trust shall terminate on the date which is the fifth anniversary of its establishment unless sooner terminated, or unless its termination date is extended by the court as provided in the Trust Agreement. During its existence, the Trust shall not receive or retain cash or cash equivalents in excess of a reasonable amount necessary to meet claims and contingent liabi...
Certain Income Tax Matters. The Company shall be entitled to all state and federal investment tax credits, allowances for depreciation and other similar tax relief provisions relating to the Facilities, and the County agrees to do all things necessary or proper to confirm this right, provided the Company shall pay the reasonable expenses incurred in that undertaking.
Certain Income Tax Matters. 19 7.6.2 Treatment of Trust Assets for Tax Purposes ................................20 7.6.3 Withholding................................................................20 7.6.4
Certain Income Tax Matters. Any deductions or similar Tax benefits arising from the payment of Seller Transaction Expenses and the discharge of the Closing Indebtedness shall be for the benefit of Seller to the maximum extent permitted by applicable Legal Requirements.
Certain Income Tax Matters. (a) Parent shall (i) include the income of CIRCOR Instrumentation and any applicable Subsidiaries on a consolidated, combined or unitary federal or applicable state or local Income Tax Return for all periods through the end of the Closing Date to the extent consistent with past practice, (ii) prepare or cause to be prepared on a timely basis all Income Tax Returns of Dovianus and its Subsidiaries for all Pre-Closing Tax Periods consistent with past practice (such Tax Returns described in (i) and (ii) collectively, “Seller Pre-Closing Tax Returns”) and (iii) pay any Income Taxes due with respect to such Seller Pre-Closing Tax Returns to the extent such Income Taxes were not treated as Accrued Taxes or taken into account in calculating Working Capital. All Tax Returns other than Seller-Pre-Closing Tax Returns required to be separately filed by the Acquired Company Members for any Pre-Closing Tax Period the due date of which (taking into account any extensions) is after the Closing Date (such Tax Returns, “Buyer Pre-Closing Tax Returns”) shall be prepared in a manner consistent with the past practice of the Acquired Companies (except as otherwise required by applicable Legal Requirements) by the Buyer. No later than thirty (30) days prior to the applicable due date for such Buyer Pre-Closing Tax Returns, such Buyer Pre-Closing Tax Returns shall be provided to the Parent, for review and approval (such approval not to be unreasonably withheld, conditioned or delayed). Any deductions or similar Tax benefits arising from the payment of Seller 68 Transaction Expenses and the discharge of the Closing Indebtedness shall be for the benefit of the Sellers to the maximum extent permitted by applicable Legal Requirements.
Certain Income Tax Matters. Section 5.1.
Certain Income Tax Matters. (i) Unless otherwise required due to a change in law after the date hereof, the parties agree to treat the Unit Repurchase and Distributions in respect of the Units for U.S. federal income tax purposes as follows:
(A) Items of income, gain, loss, deduction or credit, and any other items of Xxxxxxx Financial through and including March 31, 2008, computed based on a closing of the books of Xxxxxxx Financial as of that date and past practices of Xxxxxxx Financial, shall be allocated to MGIC and the other Members in accordance with Article VI of the Existing Operating Agreement. No such items shall be allocated to MGIC for periods after March 31, 2008.
(B) The Adjustment, if any, and interest payments on the Xxxxxxx Financial Note made to MGIC shall be treated as guaranteed payments.
(C) The payment of Distributions to MGIC after March 31, 2008 and the payment of the Base Purchase Price and any Additional Payment shall be treated as distributions by Xxxxxxx Financial to MGIC in respect of the Units, consisting first of MGIC’s distributive share of income of Xxxxxxx Financial to the extent not previously distributed, and second as a payment made in exchange for MGIC’s interest in Xxxxxxx Financial.
(ii) Neither Seller nor Purchaser shall take any position on any tax return, report, or statement or in any tax audit or other administrative or judicial proceeding that is inconsistent with the treatment required by Section 6(b)(i).
Certain Income Tax Matters
