Final Tax Return. The Sellers shall cause the Partnership to file a federal and state income tax return for the period beginning January 1, 1997 and ending on the Closing Date.
Final Tax Return. CNB and MFC each agrees that MFC will make all necessary arrangements for CNB's and MFC's independent accountants, Xxxxxxx & Company PLLC, to prepare, and MFC will cause to be filed, CNB's final federal and state income tax returns for the year in which the Effective Time occurs.
Final Tax Return. The Selling Shareholders shall, at their expense, prepare and file, and pay any taxes due thereunder, and otherwise be responsible for all of the Company's tax returns due for the fiscal year ending September 30, 1998, and the period ending on the Closing Date and all periods prior thereto.
Final Tax Return. SFC, SNB, FCB and Bancorp agree that FCB will make all necessary arrangements for FCB’s independent accountants, PricewaterhouseCoopers LLP, to prepare, and FCB will cause to be filed, the SFC Companies’ final federal and state income tax returns for the year in which the Effective Time occurs.
Final Tax Return. Cardinal and MFC each agrees that MFC will make all necessary arrangements for Cardinal's and MFC's independent accountants, Xxxxxxx & Company PLLC, to prepare, and MFC will cause to be filed, Cardinal's final federal and state income tax returns for the year in which the Effective Time occurs.
Final Tax Return. As the contribution of the Interest to the UPREIT, in conjunction with the sale of the remaining interests in DPA Gateway to the UPREIT, will terminate DPA Gateway for federal income tax purposes, the Contributor acknowledges that it will have no right to file the final tax return for DPA Gateway.
Final Tax Return. The Stockholders shall promptly prepare at its expense a federal income tax return for SRI for the period beginning July 1, 1997 and ending on the Closing Date. Such return shall not be filed with the Internal Revenue Service prior to Buyer being given a reasonable opportunity to review, comment on and approve the return; provided, that if such approval process results in additional fees charged by the accounting firm preparing such return other than those reasonably necessary to completely and accurately prepare such return, such additional fees shall be at the expense of Buyer. Buyer shall bear responsibility to fund the amount due pursuant to such return solely to the extent of the tax liability for 1998 reflected on the Closing Balance Sheet. Buyer agrees to make no election that would adversely affect the Stockholders without their prior consent. If any election taken by Buyer (without the prior consent of the Stockholders) causes SRI to have a tax liability for the period beginning on July 1, 1997 and ending on the Closing Date in excess of that reflected on the Closing Balance Sheet, then such amount shall not be the subject of indemnification under Section 11.1.
Final Tax Return. The Principals shall prepare, at their sole cost and expense, all tax returns for the Company for all periods ending on or prior to the Closing Date. The Principals shall permit Purchaser to review and comment on each such tax return that is required to be filed after the Closing Date prior to filing the same and shall make such revisions to such tax returns as are reasonably requested by Purchaser.
Final Tax Return. Beach, as Agent, shall have the right and obligation to file any income tax returns required to be filed by Bancshares for periods ending on or before the Closing Date. Such returns will be prepared in accordance with applicable law and regulations and shall be submitted to Buyer for review and approval not less than 15 days prior to the due date.
Final Tax Return. Prior to the Effective Date, Community Bancshares shall, subject to applicable laws and regulatory requirements, limitations or approvals, declare and pay a cash dividend to its shareholders (the “Final Tax Dividend”) in connection with the filing of the final Form 1120S, U.S. Income Tax Return of Community Bancshares (the “Final Tax Return”). The Final Tax Dividend shall be in an amount sufficient to pay federal, state and local income taxes on the income that passes through to the shareholders of Community Bancshares in connection with the Final Tax Return, reduced by any tax benefits produced by losses, deductions and credits that pass through to such shareholders (the “Final Tax Payments”). The Final Tax Dividend will be payable in at least two installments. The first installment shall be paid on the first business day prior to the Effective Date and such installment shall be in an amount equal to the estimated Final Tax Payments with a reasonable holdback as determined by Community Bancshares in good faith. The second installment which shall include any Final Tax Payments not paid in the first installment shall be paid as soon as practically possible following the filing of the Final Tax Return. An additional payment of the Final Tax Dividend to the shareholders of Community Bancshares shall be paid as soon as reasonably practicably following any time, and from time to time, when additional net income is passed through to the shareholders of Community Bancshares for any reason as part of an amended and filed Final Tax Return, settlement of a Contest related to the Final Tax Return, or upon adjustment to the same by the IRS.
