Product Returns Client will have the responsibility for handling customer returns of the Products. Patheon will give Client any assistance that Client may reasonably require to handle the returns.
Joint Returns In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.
Tax Return Preparation (i) To the extent not filed prior to the Closing Date, the Seller shall prepare (or cause to be prepared) all Tax Returns that are required to be filed by each of the Companies and their Subsidiaries for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, at the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after the Closing Date, no later than thirty days prior to the due date (taking into account any valid extensions thereof) (“Due Date”) for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papers). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall have the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Independent Accounting Firm to make a determination within ten (10) days but in no event later than five (5) days prior to the Due Date of such Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Return.
Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.
Consolidated Returns CAC, the Seller and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until the termination of the Basic Documents.
Administrative Support Service Fees Within forty-five (45) days of the end of each calendar quarter, the Fund will make payments in the aggregate amount of 0.0625% (0.25% on an annual basis) of the average during that calendar quarter of the aggregate net asset value of the Shares computed as of the close of each business day (the "Service Fee"). Such Service Fee payments received from the Fund will compensate the Distributor for providing administrative support services with respect to Accounts. The administrative support services in connection with Accounts may include, but shall not be limited to, the administrative support services that a Recipient may render as described in Section 3(b)(i) below.
Cooperation; Return of Property In accordance with Section 10(f) of the Change in Control Agreement Employee agrees to reasonably cooperate with Employer and its counsel in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during Executive’s employment in which Executive was involved or of which Executive has knowledge and Employer will reimburse the Employee for any reasonable out-of-pocket travel, delivery or similar expenses incurred and lost wages (or will provide reasonable compensation if Executive is not then employed) in providing such service to Employer. The Employee represents the Executive has complied with Section 10(e) of the Change in Control Agreement regarding the return of Employer property and records.
IRS Real Estate Sales Reporting Buyer and Seller agree that Escrow Agent shall act as “the person responsible for closing” the transaction which is the subject of this Agreement pursuant to Section 6045(e) of the Code and shall prepare and file all informational returns, including without limitation, IRS Form 1099-S, and shall otherwise comply with the provisions of Section 6045(e) of the Code.
Preparation of Returns The Managing Member shall cause to be prepared all federal, state and local tax returns of the Company for each year for which such returns are required to be filed and shall cause such returns to be timely filed. The Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States of America, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. Except as specifically provided otherwise in this Agreement, the Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. As promptly as practicable after the end of each Fiscal Year, the Managing Member shall cause the Company to provide to each Member a Schedule K-1 for such Fiscal Year. Additionally, the Managing Member shall cause the Company to provide to each Member, to the extent commercially reasonable and available to the Company without undue cost, any information reasonably required by the Member to prepare, or in connection with an audit of, such Member’s income tax returns.
TREATMENT REQUESTED (b) Buyer shall defend, indemnify and hold harmless Myriant from and against all loss, costs, expenses, damages and liability of any kind arising out of any claims of infringement or alleged infringement of any patent or other intellectual property right with respect to (i) the use of Products in any application by Buyer or its affiliates, contract manufacturers or customers, including but not limited to the use of Products alone or in combination with other substances or components; (ii) any modification to the Products by Buyer or its affiliates, contract manufacturers or customers; or (iii) Products furnished, or methods used, by Myriant in accordance with the specifications or instructions furnished by or expressly or implicitly prescribed by Buyer.
