Filing Tax Returns Sample Clauses
The Filing Tax Returns clause establishes the obligation of a party to prepare and submit required tax returns to the appropriate tax authorities in a timely and accurate manner. Typically, this clause specifies which party is responsible for filing, the types of taxes covered (such as income, sales, or property taxes), and may require providing copies of filed returns to the other party for verification. Its core practical function is to ensure compliance with tax laws and prevent disputes or penalties arising from missed or incorrect tax filings.
Filing Tax Returns. The Seller shall prepare and timely file (including allowable extensions), or cause to be prepared and timely filed (including allowable extensions), all Tax Returns required to be filed by or with respect to the Purchased Entity and the Indirect Purchased Entities for taxable periods ending on or prior to the Closing Date. The Partnership shall prepare and timely file (including allowable extensions), or cause to be prepared and timely filed (including allowable extensions) all other Tax Returns that are required to be filed by or with respect to the Purchased Entity and the Indirect Purchased Entities (each, a “Partnership Prepared Return”). With respect to any Partnership Prepared Return that relates to a Pre-Closing Tax Period or Straddle Period, the Partnership will provide a draft of such Tax Return to the Seller for its review and comment at least thirty (30) days prior to the applicable due date of the Tax Return (or, if required to be filed within forty (40) days after the end of the relevant taxable period, as soon as reasonably practicable following the end of such taxable period), together with a detailed statement (a “Pre-Closing Tax Statement”) allocating the appropriate portion of Taxes due on such Tax Return to the Pre-Closing Tax Period and describing how such allocations were determined. The Seller shall have ten (10) days to review such Partnership Prepared Return. If the Seller disagrees with the allocation of Taxes shown on the Pre-Closing Tax Statement, the Seller may, within such 10-day review period, deliver a notice to the Partnership specifying those items as to which the Seller disagrees and setting forth the Seller’s reason(s) for such disagreement. If such notice of disagreement is timely delivered to the Partnership, the Seller and the Partnership shall use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of Taxes. If the Seller and the Partnership are unable to agree on the allocation of the Taxes, such dispute shall be resolved by the Accounting Firm in accordance with Section 1.05, applied mutatis mutandis to the dispute arising under this Section 6.19(a). If any dispute with respect to a Partnership Prepared Return is not resolved before the due date for filing such Tax Return, such Tax Return will be filed as proposed by the Partnership, without prejudice to the rights of the parties to continue such dispute. Promptly following the resolution of the d...
Filing Tax Returns. The Parent Company shall prepare and file the consolidated federal income tax return for the subsidiaries that are parties to this Agreement. The Parent Company shall act as the sole agent for each subsidiary with respect to the payment of any liability shown on the federal income tax return and for all other purposes required by Treas. Reg. ss. 1.1502-77(a).
Filing Tax Returns. (i) ETE will file or cause to be filed all Tax Returns of the Company, ETC III and ETC II that are required to be filed (after taking into account extensions) on or prior to the Closing Date and will prepare or cause to be prepared such Tax Returns in a manner consistent with past practice unless otherwise required by Law.
Filing Tax Returns. Buyer agrees to file the Company's tax return for the fiscal year ended June 30, 1996 on a timely basis, Seller agrees to assist Buyer with the preparation of such tax return and Seller shall be responsible for the payment of all taxes due and payable in connection with such tax return.
Filing Tax Returns. ▇▇▇▇▇▇ will file when due all tax returns which are required to be filed by it on or before the date of the Closing. Such returns shall be properly prepared on a reasonable basis and in a manner consistent with prior returns.
Filing Tax Returns. The Contributor will file or cause to be filed all Tax Returns of the Acquired Companies that are required to be filed (after taking into account extensions) on or prior to the Closing Date and will prepare or cause to be prepared such Tax Returns in a manner consistent with past practice unless otherwise required by Law. Regency shall file or cause to be filed all Tax Returns of the Acquired Companies for all (A) taxable years ending on or prior to the Closing Date that are filed after the Closing Date, (B) taxable years beginning prior to the Closing Date and ending after the Closing Date and (C) taxable years beginning after the Closing Date. With respect to Tax Returns described in clauses (A) and (B) of the preceding sentence, Regency shall cause such Tax Returns to be prepared in a manner consistent with past practice unless otherwise required by Law.
Filing Tax Returns. (i) Tax Returns (x) required to be filed by or on behalf of the Company, (y) relating to any Tax assessment periods (Veranlagungszeiträume, Erhebungszeiträume, sonstige Besteuerungszeiträume) which fully or partially cover the period until the Closing Date and (z) which have an effect on Seller’s or its Affiliate’s Tax obligations (due to the fiscal unity for corporate income and trade tax purposes between Seller and the Company as described in Section 4.4(e)) (“Tax Returns of Seller’s Interest” and any Tax or Tax basis to be covered by law in a Tax Return of Seller’s Interest hereafter “Tax Item of Seller’s Interest”) shall be filed by Purchaser or the Company when due but subject to the review and prior written consent of Seller which shall not be unreasonably withheld and shall be deemed granted twenty (20) Business Days after such consent has been requested in writing by Purchaser. The Tax Returns of Seller’s Interest have to be prepared on a basis consistent with Seller’s reasonable and lawful instructions and further consistent with and by making elections in accordance with those Tax Returns prepared for past Tax assessment periods unless otherwise required by mandatory law or order of a Tax Authority. Any instructions given by Seller must comply with Applicable Law and past practice unless otherwise required by mandatory law or binding order of a Tax Authority. Purchaser shall ensure that any Tax Returns to be reviewed and approved by Seller (y) will 35 be furnished to Seller no later than thirty (30) Business Days prior to the due date of the relevant Tax Return and (z) will be filed in time (taking into account any extensions). Purchaser shall take into account any instructions received from Seller no later than twenty (20) Business Days prior to the due date of the relevant Tax Return provided that such instructions are in accordance with Applicable Law.
Filing Tax Returns. 24 ARTICLE XI INDEMNIFICATION.............................................. 24 11.1 Survival of Representations, Etc............................. 24 11.2 Indemnification.............................................. 24 ARTICLE XII MISCELLANEOUS................................................ 25
Filing Tax Returns. Parent shall timely prepare and file, or cause to be timely prepared and filed, all Tax Returns of the Company and its subsidiaries for Pre-Closing Tax Periods and Straddle Periods that are required to be filed after the Closing Date in a manner consistent with past practice. Parent shall provide, or cause to be provided, to the Stockholder Representative a copy of each such Tax Return at least thirty (30) days prior to the due date for filing such Tax Return (including extensions) for the Stockholder Representative’s review and comment. Parent shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative, except (i) where a contrary position is required by Law, or (ii) to the extent such requests, if incorporated in any such Tax Return, would reasonably be expected to have a material adverse effect (relative to the benefit to the Company or any of its Subsidiaries for any Pre-Closing Tax Period resulting from incorporating such comments in such Tax Return) on the aggregate liability for Taxes of Parent, the Company or any of its Subsidiaries or Parent’s other Affiliates, taken as a whole, in any Post-Closing Tax Period, unless the modifications proposed in such requests are required by Law.
Filing Tax Returns. With respect to the taxable year of the Company ended December 31, 2006, the Sellers have previously caused the Company to prepare and file all necessary tax returns. With respect to the short period beginning January 1, 2007 ending as of the effective date of the Closing, the Sellers shall prepare the package of tax information materials in accordance with past practice, including past practice as to information schedules and work papers and as to the method of recognition of taxable income or other relevant measure of the income of the Company (the “Tax Package”). The Buyer shall cause to be prepared the Company’s tax returns for the interim period ending as of the effective date of the Closing and shall file such Tax Returns on behalf of the Company. Prior to filing such Tax Returns, the Buyer and the Sellers shall review such Tax Returns and the Tax Package. The Buyer and the Sellers shall promptly notify the other in writing of any reasonable objections they may have to any item set forth on the Tax Returns reviewed by them. In the event the Buyer and the Sellers cannot promptly resolve the dispute, then such dispute shall be referred to a designee chosen by the tax partner in charge of the New York office of an independent nationally recognized accounting firm mutually acceptable to the Sellers and the Buyer (the “Tax Arbitrator”) for resolution in time to allow the Company to file such Tax Returns on or before the deadline for their filing, including any extensions thereto. The Tax Arbitrator shall resolve the issues raised in good faith, with recognition of the merits of the issues, within the bounds of reasonable judgment and so as not to unreasonably disadvantage the position of the Sellers or the Company in the Tax Returns. The decision of the Tax Arbitrator shall be final and binding on the parties hereto. The fees and expenses of the Tax Arbitrator shall be shared equally by the Buyer and the Sellers. The term “