Federal Tax Reporting Sample Clauses

Federal Tax Reporting. Buyer and Seller will comply, to the extent required pursuant to the procedural requirements of Section 1060 of the Code and the Treasury Regulations promulgated thereunder, with respect to the allocation of the Purchase Price among the Assets. Buyer and Seller agree that they will not take any Tax position inconsistent with allocations made in this Agreement, if any, provided, however, that (a) Buyer’s cost for the Assets may differ from the total amount allocated thereunder to reflect Buyer’s capitalized transaction costs so allocated, and (b) Seller’s amount realized on the sale of the Assets may differ from the total amount so allocated to reflect Seller’s transaction costs that reduce the amount realized. The Parties will promptly inform one another of any challenge by any Taxing Authority to any allocation made pursuant to this Section 7.4 and agree to consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.
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Federal Tax Reporting. The Parties shall use commercially reasonable efforts to agree to an allocation of the Purchase Price and the Assumed Liability (to the extent properly treated as consideration for U.S. federal income tax purposes) (collectively, the “Allocable Amount”) among the Assets for federal and applicable state income tax purposes at their respective fair market values in accordance with Section 1060 of the Code and consistent with an appraisal conducted by KPMG LLP on behalf of Buyer. A preliminary draft of such allocation (based on a preliminary draft of such appraisal) is attached hereto as Schedule 10.4, and a final version of such allocation (based on the final version of KPMG LLP’s appraisal), dated as of the Closing Date, shall be provided by Buyer to Seller no later than one hundred twenty (120) days after the Closing Date (the “Allocation Schedule”). If the Parties agree on the Allocation Schedule, (i) the allocation of the Allocable Amount shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Form will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the requirements of Section 1060(b) of the Code, and (ii) each Party will not to take any position inconsistent with the allocations set forth in the Allocation Schedule, including on any Tax Return, unless required by a final determination as defined in Section 1313 of the Code or with the consent of the other Party.
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Federal Tax Reporting. The taxable income or loss and all other tax items of the Corporation for all taxable periods of the Corporation ending on or before the Effective Date therefore shall be included in the consolidated federal income tax return of the SELLER's affiliated group. SELLER has paid or shall pay or cause to be paid all income taxes, interest, penalties and other amounts due with respect to federal income tax returns of all members of SELLER's affiliated group (including the Corporation) filed or required to be filed for any and all taxable periods ending on or before the Effective Date ("Pre-closing Periods").
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Federal Tax Reporting. Buyer and Seller will cooperate to comply with all procedural requirements of Section 1060 of the Code and the regulations promulgated thereunder. Buyer and Seller agree that they will not take any tax position inconsistent with any allocations made pursuant to this Agreement; provided, however, that (i) Buyer’s cost for the Assets may differ from the total amount allocated thereunder to reflect Buyer’s capitalized transaction costs so allocated, and (ii) Seller’s amount realized on the sale of the Assets may differ from the total amount so allocated to reflect Seller’s transaction costs that reduce the amount realized.
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Federal Tax Reporting. Buyer and Seller will cooperate to comply with all procedural requirements of Section 1060 of the Code and the regulations promulgated thereunder, including, but not limited to, providing employer identification numbers. Except as otherwise required by applicable law, Buyer and Seller agree that they will not take any tax position inconsistent with the allocations made pursuant to this Agreement; provided, however, that (i) Buyer’s cost for the Assets may differ from the total amount allocated thereunder to reflect Buyer’s capitalized transaction costs so allocated, and (ii) Seller’s amount realized on the sale of the Assets may differ from the total amount so allocated to reflect Seller’s transaction costs that reduce the amount realized.
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Federal Tax Reporting. The Parties will cooperate to comply with all procedural requirements of Section 1060 of the Code and the regulations promulgated thereunder. The Parties agree that they will not take any tax position inconsistent with allocations made pursuant to this Agreement; provided, however, (a) Buyer’s cost for the Properties may differ from the total amount allocated thereunder to reflect Buyer’s capitalized transaction costs so allocated, and (b) Seller’s amount realized on the sale of the Properties may differ from the total amount so allocated to reflect Seller’s transaction costs that reduce the amount realized.
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Federal Tax Reporting. The Service Provider hereby agrees to perform the required tax reporting for the IRAs subject to this agreement. The tax reporting responsibilities are limited to IRS Form 5498 reporting and IRS Form 1099R reporting.
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Federal Tax Reporting. The Service Provider hereby agrees to perform the required tax reporting for the IRAs subject to this agreement. The tax reporting responsibilities are limited to IRS Form 5498 reporting and IRS Form 1099R reporting.
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Related to Federal Tax Reporting

  • Tax Reporting (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8613, with any necessary schedules.

  • Consistent Tax Reporting The Members acknowledge and are aware of the income tax consequences of the allocations made by this Article 6 and hereby agree to be bound by the provisions of this Article 6 in reporting their shares of Net Income, Net Loss and other items of income, gain, loss, deduction and credit for federal, state and local income tax purposes.

  • Informational Tax Reporting The Assuming Institution agrees to perform all obligations of the Failed Bank with respect to Federal and State income tax informational reporting related to (i) the Assets and the Liabilities Assumed, (ii) deposit accounts that were closed and loans that were paid off or collateral obtained with respect thereto prior to Bank Closing, (iii) miscellaneous payments made to vendors of the Failed Bank, and (iv) any other asset or liability of the Failed Bank, including, without limitation, loans not purchased and Deposits not assumed by the Assuming Institution, as may be required by the Receiver.

  • Foreign Asset/Account, Exchange Control and Tax Reporting The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of shares of Common Stock or cash (including dividends and the proceeds arising from the sale of shares of Common Stock) derived from his or her participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside the Participant’s country. The applicable laws of the Participant’s country may require that he or she report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Participant acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should consult his or her personal legal advisor on this matter.

  • Financial and Tax Reporting A. Prepare management reports and Board of Trustees materials, such as unaudited financial statements and summaries of dividends and distributions.

  • Tax Reporting Practices Except as provided in the following Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Versum is the Preparing Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used by Air Products in preparing similar Tax Returns (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by Versum; and (ii) that, to the extent consistent with the foregoing clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Versum shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Versum shall not be permitted, and shall not permit any member of the Versum Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

  • IRS Reporting Ultimus will prepare and distribute appropriate Internal Revenue Service (“IRS”) forms for shareholder income and capital gains (including the calculation of qualified income), sale of fund shares, distributions from retirement accounts and education savings accounts, fair market value reporting on IRAs, contributions, rollovers and conversions to IRAs and education savings accounts and required minimum distribution notifications and issue tax withholding reports to the IRS.

  • Tax Reports The Custodian shall not be responsible for the preparation or filing of any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than in respect of the Custodian’s compensation or for reimbursement of expenses.

  • 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.

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