Filing of Tax Returns; Tax Cooperation Sample Clauses

Filing of Tax Returns; Tax Cooperation. Except for federal and state income Tax Returns of the Company prepared and filed on a pass-through basis (“Pass-Through Tax Returns”), Buyer shall prepare and file or cause to be prepared and filed all Tax Returns of the Company for taxable periods ending on or before the day preceding the Closing Date (a “Pre-Closing Tax Period”) and taxable periods beginning on or before and ending on or after the Closing Date (a “Straddle Period”) that are due after the Closing Date (such Tax Returns, the “Buyer-Prepared Tax Returns”). The Stockholders’ Committee shall prepare and file all Pass-Through Tax Returns of the Company for Pre-Closing Tax Periods. All Pass-Through Tax Returns and material Buyer-Prepared Tax Returns shall be prepared in accordance with applicable Laws and consistent with the Company’s past practices, to the extent such practices are in accordance with applicable Laws. Buyer shall deliver to the Stockholders’ Committee draft copies of each such material Buyer-Prepared Tax Return no later than thirty (30) days prior to the date for filing such Buyer-Prepared Tax Return, including applicable extensions. Buyer shall permit the Stockholders’ Committee to review and comment on each such material Buyer-Prepared Tax Return prior to filing, and shall give good faith consideration to all of the Stockholders’ Committee’s reasonable comments on each such material Buyer-Prepared Tax Return made within fifteen (15) days of the Stockholders’ Committee’s receipt of the draft copies of such material Tax Returns. The Stockholders’ Committee shall provide draft copies of each Pass-Through Tax Return to Buyer no later than thirty (30) days prior to the date for filing such Pass-Through Tax Return, including applicable extensions. The Stockholders’ Committee shall incorporate into such Pass-Through Tax Return all reasonable comments by Buyer, after which such Pass-Through Tax Returns shall be filed by or on behalf of the Company. The parties shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of such Tax Returns by or on behalf of the Company and any audit, examination, litigation or other Proceeding with respect to any such Tax Return. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or any related audit, litigation or other Proceeding. All Tax deductions arising in connection...
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Related to Filing of Tax Returns; Tax Cooperation

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

  • 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.

  • 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 of Tax Returns The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

  • 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.

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

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

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

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