Filing of Appropriate Tax Forms Sample Clauses

Filing of Appropriate Tax Forms. (a) Prior to the Closing Date, Seller shall prepare a written initial allocation of the deemed sales price of the Assets among the Assets. Buyer and Seller shall use their commercially reasonable best efforts to agree, prior to the Closing Date, on such allocation of the deemed sales price of the Assets, in accordance with the allocation requirements of Section 1060 of the Code (the allocation agreed on by the parties pursuant to this Section, the "Purchase Price Allocation Agreement"). If Buyer and Seller are unable to agree on the Purchase Price Allocation Agreement prior to the Closing Date, then Seller shall request a nationally recognized accounting firm to prepare an allocation schedule in accordance with Section 1060 of the Code, which schedule shall be binding on the parties hereto and shall constitute the Purchase Price Allocation Agreement, as if agreed by the parties hereto. The cost of any such firm shall be borne 50% by Buyer and 50% by Seller. Any subsequent adjustments to this allocation shall be reflected in the Purchase Price Allocation Agreement in a manner consistent with Treasury Regulation §1.1060-l.
Sample 1
AutoNDA by SimpleDocs
Filing of Appropriate Tax Forms. (a) Transaction Consideration Allocation. The Transaction Consideration shall be allocated in accordance with Section 1060 of the Code and the Treasury regulations thereunder. Seller shall provide the Buyer with a proposed allocation of the Transaction Consideration within sixty (60) days after the Closing Date. Buyer shall review and approve the allocation, which approval shall not be unreasonably withheld (the allocation agreed on by the parties pursuant to this Section, the “Transaction Consideration Allocation Agreement”). Buyer and Seller shall use commercially reasonable efforts to resolve any disagreement and if no resolution is achieved within two (2) months, Seller and Buyer shall mutually select an independent, nationally recognized accounting firm, whose determination of the issue for which there is disagreement shall be final and binding on Seller and Buyer, as if agreed by the parties hereto. The cost of any such firm shall be borne equally by Seller and Buyer. For all Tax purposes, Buyer and Seller agree to (i) file all Tax returns, Tax statements, Tax reports and Tax forms in a manner that is consistent with the Transaction Consideration Allocation Agreement and (ii) not take a position inconsistent therewith in any refund claim, litigation or otherwise, unless required pursuant to a determination (as defined in Section 1313(a) of the Code or any similar state or local tax provision) or by any Governmental Authority. Buyer and Seller shall each prepare their own IRS Forms 8594 (and any corresponding or similar forms or reports required under state or other applicable Tax laws) in accordance with applicable Tax laws, and each shall execute and deliver to each other such statements and forms related thereto as are reasonably requested by the other party.
Sample 1
Filing of Appropriate Tax Forms 
Sample 1Sample 2

Related to Filing of Appropriate Tax Forms

  • 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 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).

  • Tax Forms (a) (i) Each Lender that is not a "United States person" within the meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

  • 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 Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income Taxes and Other Taxes.

  • 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.

  • 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.

  • Amended Tax Returns Buyer shall not, and shall not cause or permit any of its Affiliates, the Company, or the Acquired Subsidiary to (i) amend any Tax Return of the Company or the Acquired Subsidiary that covers a Pre-Closing Tax Period or (ii) make any Tax election that has retroactive effect to any Pre-Closing Tax Period, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Payment of Taxes and Claims; Tax Consolidation A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

Time is Money Join Law Insider Premium to draft better contracts faster.