COVENANTS RELATING TO TAXES. (a) Buyer shall file all Tax Returns for the Company for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date.
(b) Notwithstanding anything to the contrary contained herein, Buyer shall file any necessary Tax Return or other documentation with respect to all transfer, sales, stamp, registration or other similar Taxes or fees incurred in connection with this Agreement and shall be responsible for payment of any such Tax; PROVIDED, HOWEVER, any federal, state or local tax audits relating to the Company that pertain to either the calendar year 1997 (if any) or the Company's fiscal year ended October 31, 1997 shall be the sole responsibility of Xxxxx, and Xxxxx hereby agrees to pay any and all cost and expense of attorneys, accountants and other professionals employed by Xxxxx to assist with such audits, provided that Xxxxx shall determine and control his tax representative and any other cost sources.
(c) Except as otherwise provided in the Agreement, Xxxxx and Buyer agree to cooperate fully with each other with respect to the preparation of all Tax Returns and with respect to all matters relating to Taxes, and to keep each other advised as to any issue relating to Taxes which could have a bearing on such other party's responsibilities hereunder.
COVENANTS RELATING TO TAXES. (a) At the Closing: (i) the Company shall deliver to Parent pursuant to Section 1.1445-5(b)(4)(iii) of the United States Treasury Regulations a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.897-2(h)(1)(i) of the United States Treasury Regulations; and (ii) the Company shall file with the IRS the notification required under Section 1.897-2(h)(2) of the United States Treasury Regulations.
(b) The Parent, the Surviving Corporation and the Stockholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any Legal Proceeding with respect to Taxes. Such cooperation shall include the retention and, upon the other party’s request, the provision of records and information which are reasonably relevant to any such Legal Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parent and the Surviving Corporation, on the one hand, and the Effective Time Holders (to the extent they have any such records) on the other, agree to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the other party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Body having jurisdiction over Taxes.
(c) The Parent, the Stockholders’ Representative and the Effective Time Holders further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby).
(d) The Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date, including all Tax Returns of the Company for any Pre-Closing Tax Period (the “Pre-Closing Tax Returns”). For all such Pre-Closing Tax Returns, the Parent shall prepare or cause to be prepared such Pre-Closing Tax Returns in good faith and in accordance with all applicable Legal Requirements.
(e) Other than Canadian i...
COVENANTS RELATING TO TAXES. Except as otherwise provided in this Agreement, each Company (for itself and its Affiliates) agrees (i) not to take any action reasonably expected to result in an increased Tax liability to another Company, a reduction in a Tax Asset of another Company or an increased liability to another Company under this Agreement and (ii) to take any action reasonably requested by another Company that would reasonably be expected to result in a Tax Benefit or avoid a Tax Detriment to such requesting Company; provided, that such action does not result in any additional direct or indirect cost not fully compensated for by the requesting Company.
COVENANTS RELATING TO TAXES. (a) The Company shall duly, accurately and timely (with regard to any duly granted extensions) file all Tax Returns required to be filed, and pay all Taxes required to be paid, by it on or before the Closing Date. Except with the prior written consent of Precept, the Company will not (i) make, adopt or change any material Tax election or Tax accounting method, (ii) enter into any closing agreement with respect to Taxes of the Company or settle any asserted Tax claim or assessment, or (iii) consent to any Tax claim or assessment or to any waiver or extension of the statute of limitations for any Tax claim or assessment.
(b) Precept shall cause the Surviving Corporation to duly, accurately and timely (with regard to any duly granted extensions) file all Tax Returns of the Company required to be filed after the Closing Date and pay all Taxes due thereon. The Shareholders shall reimburse the Surviving Corporation within fifteen (15) days after payment by the Surviving Corporation or Precept of such Taxes to the extent such Taxes (i) relate to any taxable period ending on or before the Closing Date (for any taxable period beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (ii) exceed the amount of the current liability accruals for Taxes (exclusive of reserves for deferred Taxes established to reflect timing differences) reflected on the Latest Balance Sheet as adjusted for Company operations in the ordinary course of business through the Closing Date in accordance with GAAP and, to the extent consistent therewith, the most recent custom and practices of the Company; provided that if the Surviving Corporation is entitled to a Tax refund for the periods described in (i) above, the Surviving Corporation shall pay the amount of the Tax refund to the Shareholders on a pro rata basis within fifteen (15) days after the Surviving Corporation's receipt thereof. The amount of the Tax refund shall be payable in shares of Precept Common Stock valued as of the date the Tax refund is received by the Surviving Corporation. For purposes of this SECTION 5.10(b), the portion of any Tax attributable to a taxable year or period beginning before and ending after the Closing Date shall be determined by apportioning the Tax for the entire year or period based upon the number of days in the year or period, except that any such Tax measured by income or receipts shall be apportio...
COVENANTS RELATING TO TAXES. Precept shall cause the Surviving Corporation to duly, accurately and timely (with regard to any duly granted extensions) file all Tax Returns for the Company for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date and pay all Taxes due thereon.
COVENANTS RELATING TO TAXES. (a) PRE-CLOSING TAX PERIOD. For purposes of this Section 3.8, the term "PRE-CLOSING TAX PERIOD" means the period (including all prior taxable years and other periods) ending on and including the Closing Date. In the case of jurisdictions with respect to which the taxable year of the Company or any Subsidiary does not end on the Closing Date, there shall be a deemed short taxable year ending on and including the Closing Date and a second deemed short taxable year beginning on and including the day after the Closing Date and ending on and including the last day of such taxable year. Any Taxes for any period beginning during and ending after the Pre-Closing Tax Period shall be based on such interim closing of the books as of the close of business on the Closing Date, except that exemptions, allowances, property taxes or other items that are calculated on an annual basis shall be based on a per diem basis.
COVENANTS RELATING TO TAXES. 41 5.11 Pooling; Tax Treatment. . . . . . . . . . . . . . . . . . 41 5.12 Confidentiality . . . . . . . . . . . . . . . . . . . . . 41 5.13
COVENANTS RELATING TO TAXES. Following Closing, in the event that the Company receives notice of any audit of any tax return for the Company for any taxable period, through and including the Closing Date by any taxing authority, except as specifically provided below, the Company shall promptly notify the Shareholders, individually, of the commencement of any such audit or examination and the Shareholders may participate in such audit or examination and shall be kept fully apprised of the progress of such audit or examination. For taxable periods prior to and through the Closing Date, except as specifically provided below, the Shareholders shall have the right to control any audit or examination relating to state and federal income taxes ("Taxes") of the Company by any taxing authority, including but not limited to initiating any claims, filing any original or amended returns, contesting, resolving, and defending against any assessment, notice of deficiency or other adjustment or proposed adjustment relating to or with respect to any Taxes of the Company after reviewing such action with the Company, and shall be entitled to any refunds with respect to such taxable periods payable to the Shareholders. The Shareholders shall keep the Company fully apprised of the progress of such audit or examination and the Company may participate in such audit or examination. The Shareholders agree that they will not agree to any audit adjustment or revision that would result in taxable income to the Company, without the Company's approval. The Company agrees that it will not agree to any audit adjustment or revision that would adversely affect the taxable incomes of the Shareholders, individually, without the Shareholders' approval, which approval shall not be unreasonably withheld.
COVENANTS RELATING TO TAXES. Following Closing, in the event that the Company receives notice of any audit of any tax return for the Company for any taxable period, through and including the Closing Date by any taxing authority, the Company shall promptly notify the Shareholders, individually, of the commencement of any such audit or examination and the Shareholders may participate in such audit or examination and shall be kept fully apprised of the progress of such audit or examination. The Company shall keep the Shareholders fully apprised of the progress of such audit examination and the Shareholders may participate in such audit or examination. The Company agrees that it will not agree to any audit or revision that would result in taxable income to the Shareholders, without the Shareholders' approval.
COVENANTS RELATING TO TAXES
