Common use of Filing of Returns and Payment of Taxes Clause in Contracts

Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (“Tax Returns”) and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets attributable to any taxable period which ends immediately prior to the date of this Agreement (the “Pre-Closing Tax Period”). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authorities, it is necessary that a party be furnished with additional information, documents or records relating to the Acquired Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense provided, however, that no party shall be entitled to review or examine the Tax Returns of any other party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Peregrine Systems Inc), Asset Purchase Agreement (Peregrine Systems Inc)

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Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities Governmental Authorities all Tax (as defined below) returns, reports and forms (“Tax Returns”) and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets Transferred Assets, Transferred IP and Transferred Contracts attributable to any taxable period which ends immediately on or prior to the date of this Agreement Closing Date (the herein “Pre-Closing Tax Period”). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities Governmental Authorities all Tax Returnsreturns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets Transferred Assets, Transferred IP and Transferred Contracts attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns returns or other documents required to be filed with governmental authoritiesGovernmental Authorities, it is necessary that a party Party be furnished with additional information, documents or records relating to the Acquired Transferred Assets, both Seller and Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense expense; provided, however, that no party Party shall be entitled to review or examine the Tax Returns returns of any other partyParty.

Appears in 2 contracts

Samples: Master Transaction Agreement (Tangoe Inc), Asset Purchase Agreement (Tangoe Inc)

Filing of Returns and Payment of Taxes. Seller shall prepare and -------------------------------------- file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (“Tax Returns”) Returns and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Purchased Assets attributable to any taxable period which ends immediately on or prior to the date of this Agreement Closing Date (the “herein "Pre-Closing Tax Period"). Buyer shall prepare and ---------------------- file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Purchased Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authorities, it is necessary that a party be furnished with additional information, documents or records relating to the Acquired Purchased Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-non- privileged information at the recipient’s 's request, cost and expense expense; provided, however, that no party Party shall be entitled to review or examine the Tax Returns of any other partyParty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zhone Technologies Inc)

Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets attributable to any taxable period which ends immediately on or prior to the date of this Agreement Closing Date (the “herein "Pre-Closing Tax Period"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authoritiesGovernmental Authorities, it is necessary that a party be furnished with additional information, documents or records relating to the Acquired Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient’s 's request, cost and expense provided, however, that no party shall be entitled to review or examine the Tax Returns of any other party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hi/Fn Inc)

Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets attributable to any taxable period which ends immediately on or prior to the date of this Agreement Closing Date (the “herein "Pre-Closing Tax Period"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authorities, it is necessary that a party Party be furnished with additional information, documents or records relating to the Acquired Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient’s 's request, cost and expense expense; provided, however, that no party Party shall be entitled to review or examine the Tax Returns of any other partyParty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Radisys Corp)

Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets and Assumed Contracts attributable to any taxable period which ends immediately on or prior to the date of this Agreement Closing Date (the “herein "Pre-Closing Tax Period"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authoritiesGovernmental Authorities, it is necessary that a party be furnished with additional information, documents or records relating to the Acquired Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient’s 's request, cost and expense expense; provided, however, that no party Party shall be entitled to review or examine the Tax Returns of any other partyParty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Home Director Inc)

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Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets attributable to any taxable period which ends immediately on or prior to the date of this Agreement Closing Date (the “herein "Pre-Closing Tax Period"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authorities, it is necessary that a party be furnished with additional information, documents or records relating to the Acquired Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient’s 's request, cost and expense expense; provided, however, that no party Party shall be entitled to review or examine the Tax Returns of any other partyParty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Radisys Corp)

Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets attributable to any taxable period which ends immediately on or prior to the date of this Agreement Closing Date (the “herein "Pre-Closing Tax Period"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Transferred Assets attributable to taxable periods the period which are is not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authorities, it is necessary that a party be furnished with additional information, documents or records relating to the Acquired Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient’s 's request, cost and expense provided, however, that no party shall be entitled to review or examine the Tax Returns of any other party.

Appears in 1 contract

Samples: Purchase Agreement (Uniphase Corp /Ca/)

Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (“Tax Returns”) and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets attributable to any taxable period which ends immediately on or prior to the date of this Agreement (the Pre-Closing Tax Period”). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authorities, it is necessary that a party be furnished with additional information, documents or records relating to the Acquired Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense provided, however, that no party shall be entitled to review or examine the Tax Returns of any other party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Peregrine Systems Inc)

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