Covenants Regarding Certain Tax Returns and Tax Information Sample Clauses

Covenants Regarding Certain Tax Returns and Tax Information. The parties acknowledge that, for federal income tax purposes, the transfer of the Membership Interests pursuant to this Agreement will result in a termination of the LLC’s federal income tax year as of the Closing Date and that the LLC’s final federal income tax year will end on the Closing Date. The Managing Member, at the expense of the LLC, shall be responsible for preparing and filing the income Tax Returns of the LLC for the tax year ending on the Closing Date and, if not filed before Closing, any prior tax year. The Acquirer shall cooperate, and shall cause the LLC to cooperate, with the Managing Member in the preparation of such Tax Returns to the extent reasonably requested. Each such Tax Return shall be based on the LLC’s existing Tax elections and Tax accounting methods, except to the extent otherwise required by applicable law or agreed by the Managing Member and the Acquirer; provided, however, that the Managing Member shall cooperate, as and to the extent requested by the Acquirer, to cause elections to be made under Section 754 of the Code with respect to the transfers of Membership Interests in exchange (in whole or in part) for cash hereunder. The Managing Member shall use its commercially reasonable best efforts to cause each such Tax Return to be filed no later than March 15, 2006, and, at least 20 days prior to such date, the Managing Member shall provide a copy of each such Tax Return to the Acquirer and to The Zxxxxxxx Group, Inc. (on behalf of the Contributors) for their respective review, comment and approval. Promptly after filing each such Tax Return, the Managing Member shall provide a copy thereof to the Acquirer and The Zxxxxxxx Group, Inc. With respect to income Tax Returns of the Acquirer or of the LLC for any period after the Closing Date (the “Post-Closing Tax Returns”), the Managing Member shall provide to the Acquirer such information regarding the LLC as reasonably requested by the Acquirer. Any such Post-Closing Tax Returns shall be subject to review, comment and approval of the Acquirer and The Zxxxxxxx Group, Inc. (on behalf of the Contributors). In addition, each Contributor who receives Shares, in whole or in part, as Consideration shall provide to the Acquirer as promptly as feasible after the Closing Date (and in any event within 60 days after receiving from the LLC the Contributor’s Schedule K-1 for the LLC’s tax year ending on the Closing Date) a statement setting forth (i) the Contributor’s final, adjusted fede...
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Related to Covenants Regarding Certain Tax Returns and Tax Information

  • Tax Returns; Information The Managing Member shall arrange for the preparation and timely filing of all income and other tax and informational returns of the Company. The Managing Member shall furnish to each Member a copy of each approved return and statement, together with any schedules (including Schedule K-1), or other information that a Member may require and reasonably request in connection with such Member’s own tax affairs, as soon as practicable after the end of each Fiscal Year. The Members agree to (a) take all actions reasonably requested by the Company or the Company Representative to comply with the Partnership Tax Audit Rules, including where applicable, filing amended returns as provided in Sections 6225 or 6226 of the Code and providing confirmation thereof to the Company Representative and (b) furnish to the Company (i) all reasonably requested certificates or statements relating to the tax matters of the Company (including without limitation an affidavit of non-foreign status pursuant to Section 1446(f)(2) of the Code), and (ii) all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be prepared and timely filed.

  • 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.

  • Annual Tax Information and Report Within seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

  • 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 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.

  • Tax Return Information By the 31st day of March of each Fiscal Year of the Partnership, the General Partner, at the expense of the Partnership, shall cause to be delivered to the Limited Partners such information as shall be necessary (including a statement for that year of each Limited Partner’s share of net income, net gains, net losses and other items of the Partnership for the preceding Fiscal Year) for the preparation by the Limited Partners of their Federal, state and local income and other tax returns.

  • Lender Tax Information For purposes of this Section 5.9, the term “Lender” includes any Fronting Bank.

  • Annual Tax Information The Managers shall cause the Company to deliver to the Member all information necessary for the preparation of the Member’s federal income tax return.

  • 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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