Final Tax Returns and Forms 1099 of the Acquired Fund -----------------------------------------------------
(a) After the Closing, the Trust shall or shall cause its agents to prepare any federal, state or local Tax returns, including any Forms 1099, required to be filed by the Trust with respect to the Acquired Fund's final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall further cause such Tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities.
(b) Notwithstanding the provisions of Section 1 hereof, any expenses incurred by the Trust or the Acquired Fund (other than for payment of Taxes) in connection with the preparation and filing of said Tax returns and Forms 1099 after the Closing, shall be borne by the Acquired Fund to the extent such expenses have been or should have been accrued by the Acquired Fund in the ordinary course without regard to the Plan of Reorganization contemplated by this Agreement; any excess expenses shall be borne by Delaware Management Company, a series of Delaware Management Business Trust at the time such Tax returns and Forms 1099 are prepared.
Final Tax Returns. Following the Effective Time, FCB will make all necessary arrangements for the 1st Financial Companies' final federal and state income tax returns for the year in which the Effective Time occurs to be prepared and filed.
Final Tax Returns. Newco shall timely prepare and file all federal, state and other income tax returns required to be filed by HealthAxis or its subsidiaries for the period from January 1, 2000 through the Closing Date, and HAI shall fully cooperate with the Newco Corporation with respect thereto.
Final Tax Returns. The Shareholders agree to cause to be prepared, signed and filed with the Internal Revenue Service and with any other appropriate taxing authorities all tax returns for TexStar for all periods ending prior to or with the Effective Date. This covenant shall survive the consummation of the transactions contemplated in this Agreement.
Final Tax Returns. Target shall prepare its final income tax return at its own expense subject to Acquiror’s prior written approval.
Final Tax Returns. Sellers shall prepare or cause to be prepared and file or cause to be filed, at Sellers' expense, all tax returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Sellers shall permit Purchaser to review and comment on each such tax return described in the preceding sentence prior to filing. To the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other tax item for such periods on their tax returns in a manner consistent with the Schedule K-1s prepared by Sellers for such periods. Such tax returns shall be prepared assuming the accounting method change application referred to in Section 9.1.11 is approved by the IRS. Neither the Purchaser nor the Company shall amend or cause to be amended any tax return of the Company for any period ending on or prior to the Closing Date, except where such amendment is required or compelled by any applicable law, regulation, court or administrative agency, or as otherwise mutually agreed between Sellers and Purchaser.
Final Tax Returns. The Signatory Shareholders shall arrange for the timely filing of all federal and state income tax returns for periods ending through the Closing Date and shall deliver a copy of each such return to the Purchaser at least 45 days prior to the due date for the filing of such return (including applicable extensions) for the review and approval of the Purchaser, which approval shall not be unreasonably withheld. The Signatory Shareholders shall select the accountants responsible for the preparation of such returns, which accountants are to be reasonably acceptable to the Purchaser. The Signatory Shareholders shall be responsible for the costs of preparing such returns, and such returns shall be prepared in a manner consistent with all prior such returns. Purchaser shall cooperate with the Signatory Shareholders and their accountants in providing access to all books, records, and other information reasonably required to prepare such returns. If the Purchaser objects to an item or items in a tax return submitted for approval, it will notify the Signatory Shareholders of such a disagreement in writing within ten days after the receipt of such return (the "Return Notice"). If the parties cannot reach agreement within ten days after the Signatory Shareholders receive the Return Notice the issue shall be submitted to Xxxxxx Xxxxxxxx LLP for its review, and the decision of Xxxxxx Xxxxxxxx LLP as to the correct reporting of the item shall be final and conclusive and the tax return shall be filed consistently with that decision; provided, however, that if the Xxxxxx Xxxxxxxx LLP position has a negative financial impact on Signatory Shareholders, Signatory Shareholders can require Xxxxxx Xxxxxxxx LLP and Signatory Shareholders' accountant to choose a mutually agreeable third independent accountant whose decision will be binding on the parties.
Final Tax Returns. Parent shall cause the Surviving Corporation to timely prepare and file all Federal, state and local income tax returns required to be filed by the Surviving Corporation for all tax periods ending on or including the Closing Date, and each of the parties shall fully cooperate with Parent with respect thereto.
Final Tax Returns. New Synergetics shall prepare final tax returns for Synergetics (including amended returns and any claims for refunds) and information reports in accordance with GAAP and pay any Tax due as reflected on such tax returns.
Final Tax Returns. The final S corporation tax returns for the ----------------- Company, as of the date of closeout for tax purposes, and any other corporate tax returns due as a result of the transaction for the sale of the Company, shall be prepared by Ernst & Young LLP, and appropriate assistance will be provided by the Company with respect to information needed in connection with the filing of such income tax returns. The Company shall pay the costs directly related to the preparation and filing of the final S corporation and other tax returns (but no other costs of Ernst & Young LLP, excepting any arising events under Section 6.8 hereof), and the Shareholders shall pay the cost of preparing their respective individual tax returns.
