FILING OF FINAL TAX RETURNS Sample Clauses

FILING OF FINAL TAX RETURNS. Parent and Purchaser agree to timely file all final Tax Returns for and on behalf of the Company which are required to be filed subsequent to the Closing, and to deliver copies thereof to the Shareholders' Representative promptly after filing the same.
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FILING OF FINAL TAX RETURNS. Seller shall timely file all Tax Returns and reports and make all payments and deposits for Taxes, interest and penalties with respect to periods through and including the Closing. Seller's obligation to pay any penalties or interest shall survive the Closing of this Agreement. Except as provided herein, Buyer shall have no obligation or Liability for the Tax payments, interest or penalties resulting from Seller's activities prior to the Closing, and Buyer does not assume any Liability for unpaid Taxes, interest and penalties. Seller shall promptly notify Buyer of any additional Tax, interest or penalties due. Except for the prorations described below, in the event Buyer is liable for any Tax payment or Tax Liability of Seller or Xxxxx, including, without limitation, penalties or interest, Seller and Xxxxx, jointly and severally, agree to pay Buyer such amounts, upon demand, and Buyer, at its option, shall have the right to reduce the amount of the Purchase Price by the amount of any such Liability. Buyer and Seller agree that any personal property taxes assessed as of January 1, 1999 with respect to the Assets will be borne soley by Seller.
Sample 1
FILING OF FINAL TAX RETURNS. ESS shall, at the JV’s expense and in a timely manner, prepare and file final tax returns for the JV, the Subsidiaries and the Properties in accordance with applicable state and federal laws. ESS shall provide drafts of the final tax returns for review and approval by PRIII Member prior to the filing of such tax returns. The obligations set forth this Section 5.10 shall survive Closing and not be merged therein.
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Related to FILING OF FINAL TAX RETURNS

  • 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).

  • 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.

  • 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.

  • 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.

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • 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.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Tax Returns Except as set forth on Schedule 3.13:

  • Tax Returns Filed Except as set forth on Schedule 2.17(b), all federal, state, foreign, county, local and other tax returns required to be filed by or on behalf of the Company have been timely filed and when filed were true and correct in all material respects, and the taxes shown as due thereon were paid or adequately accrued. True and complete copies of all tax returns or reports filed by the Company for each of its three (3) most recent fiscal years have been delivered to MIOA. The Company has duly withheld and paid all taxes which it is required to withhold and pay relating to salaries and other compensation heretofore paid to the employees of the Company.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

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