Filing of Amended Tax Returns Sample Clauses

Filing of Amended Tax Returns. Parent shall be responsible for filing any Tax Returns that include Newco or AHCGC for taxable years ending on or prior to the Closing Date that are required as a result of examination adjustments made by any Taxing Authority for such taxable years as finally determined and shall pay any Taxes that are due thereon. Parent shall not be entitled to file (nor shall Purchaser or its Affiliates be under any obligation to file) any other amended Tax Return for any of the Companies for a Pre-Closing Tax Period unless the requirements in the last sentence of SECTION 6.2(B) are satisfied.
Sample 1
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Filing of Amended Tax Returns. The Buyer shall not file any amended Tax Return or claim for Tax refund with respect to a Target or Subsidiary after the applicable Closing Date that relates to a Pre-Closing Tax Period without the consent of the Sellers (such consent not to be unreasonably withheld or delayed). The Sellers shall not file any amended Tax Return or claim for Tax refund with respect to a Target or Subsidiary after the Closing Date that relates to a Pre-Closing Tax Period without the consent of the Buyer (such consent not to be unreasonably withheld or delayed).
Sample 1
Filing of Amended Tax Returns. Seller and its Affiliates shall be responsible for filing any amended consolidated, unitary or other combined Tax Returns of the Company or the Company Subsidiary, or with respect to the Other Assets, for taxable periods ending on or prior to the Closing Date which are required as a result of examination adjustments made by the Internal Revenue Service or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. For those jurisdictions in which separate Tax Returns are filed by the Company or the Company Subsidiary, any required amended Tax Returns resulting from such examination adjustments, as finally determined, shall be prepared by Seller and its Affiliates and furnished to the Company or the Company Subsidiary, as the case may be, for signature and filing at least ten (10) days prior to the due date for filing such Tax Returns. Buyer shall not permit either the Company or the Company Subsidiary to file an amended Tax Return for a Straddle Period without the prior written consent of Seller (which consent shall not be unreasonably withheld).
Sample 1
Filing of Amended Tax Returns. Any amended Tax Return or claim for Tax refund with respect to a Target or Subsidiary to be filed after the Closing for a Pre-Closing Tax Period requires the consent of both the Sellers and the Buyer. The Buyer shall not make an election under Section 338(g) of the Code with respect to the acquisition of the Targets without the prior written consent of the Sellers.
Sample 1
Filing of Amended Tax Returns. Covance shall be responsible for filing any amended consolidated, unitary or other combined Returns relating to the Company for Pre-Closing Tax Periods, including those that are required as a result of examination adjustments made by the Internal Revenue Service or by the applicable state, local or foreign Tax authorities for such taxable years as finally determined. For those jurisdictions or Pre-Closing Tax Periods in which separate Returns are or have been filed by the Company, any required amended Returns, including those resulting from the IRS's or other Tax authority's examination adjustments, as finally determined for Pre-Closing Tax Periods, shall be prepared by Covance and furnished to the Company for consent (which shall not be unreasonably withheld), signature and filing at least 10 days prior to the due date for filing such Returns. The Purchaser shall not file or permit the Company to file an amended Return for a Straddle Period without the prior written consent of Covance, which shall not be unreasonably withheld.
Sample 1

Related to Filing of Amended Tax Returns

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

  • Filing of Tax Returns The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP), except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

  • Preparation and Filing of Tax Returns (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due.

  • Filing of Amendments 9 (c) Delivery of Registration Statements......................... 9 (d) Delivery of Prospectus...................................... 10 (e) Continued Compliance with Securities Laws................... 10 (f) Blue Sky Qualifications..................................... 10 (g) Rule 158.................................................... 10 (h) Use of Proceeds............................................. 11 (i) Subchapter M................................................ 11 (j) Listing..................................................... 11 (k) Restrictions on Sale of Shares.............................. 11

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.

  • Filing of Timely Tax Returns The Company and each of its subsidiaries have duly filed (or there has been filed on its behalf) within the time prescribed by law all material Tax Returns (including withholding Tax Returns) required to be filed by each of them under applicable law. All such Tax Returns were and are in all material respects true, complete and correct.

  • Filing of a Form 8-A The Company has filed with the Commission a Form 8-A (file number 001-[__]) providing for the registration under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) of certain of the securities of the Company, which registration is currently effective on the date hereof.

  • Filing of Amendments and 1934 Act Documents The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative with a copy of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object. The Company has given the Representative reasonable notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations prior to the execution of this Agreement; the Company will give the Representative notice of its intention to make any such filing from the execution of this Agreement to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object.

  • Filing of Amendments and Exchange Act Documents So long as this Agreement remains in effect, the Fund will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative or counsel for the Underwriters shall reasonably object. The Fund has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

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