Full Year 2013 and Short Period 2014 Tax Returns Sample Clauses

Full Year 2013 and Short Period 2014 Tax Returns. (i) With respect to Tax Returns for the Subject Companies for all periods ending on or prior to the Closing Date which are due to be filed after the Closing Date, including the Subject Companies’ Tax Return for the 2013 accounting year (if not filed before the Closing Date) (the “Pre-Closing Returns”) and Tax Returns for the period from January 1, 2014 to the Closing Date (the “Short Period”, with the Tax Returns for the Short Period being collectively referred to as the “Short Period Returns”), the Company shall engage an outside accounting firm, to be selected by the Primary Seller, which firm shall prepare the Pre-Closing Returns and the Short Period Returns of the Subject Companies (at the Company’s expense) in a manner consistent with prior period practices of the Subject Companies and under the overall direction and control of the Primary Seller. (ii) At least forty-five (45) days prior to the deadline for filing any Pre-Closing Return or Short Period Return, Primary Seller or said accounting firm shall provide drafts of such Tax Returns and complete access to all information relied upon as support for such Tax Returns, including transfer pricing documentation, to Purchaser for its review. Purchaser shall advise Primary Seller of any disagreement with items shown on such draft Tax Returns within twenty (20) Business Days after Purchaser’s receipt of such copies. (iii) If Purchaser advises Primary Seller of its disagreement with any items on Primary Seller’s proposed 2013 Return or Short Period Return, Purchaser and Primary Seller shall cooperate to resolve any such disagreement as promptly as practicable. (iv) If Purchaser does not disagree with Primary Seller’s draft Tax Returns, or if Purchaser and Primary Seller are able to resolve any such disagreements prior to the due date for such Tax Returns, then the agreed upon Tax Returns shall be filed on or prior to the due dates therefor. If Purchaser and Primary Seller are unable to resolve any disagreement with respect to any such Tax Return prior to the due date therefor, then Primary Seller’s proposed Tax Return(s) in dispute will be filed, as prepared, with the appropriate Tax authority on or before the due date and such disagreement shall be resolved in accordance with Section 9.1(a)(v) below. Purchaser shall have an appropriate officer of the applicable Subject Company sign such Tax Returns to be filed pursuant to this Section 9.1(a)(iv) and shall cause the applicable Subject Company to timely fi...
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Related to Full Year 2013 and Short Period 2014 Tax Returns

  • Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) its and each of its Domestic Subsidiaries’ fiscal years to end on December 31 of each calendar year and (ii) its and each of its Domestic Subsidiaries’ fiscal quarters to end on March 31, June 30, September 30 and December 31 of each calendar year.

  • Carry Forward to a Subsequent Year If you do not withdraw the excess contribution, you may carry forward the contribution for a subsequent tax year. To do so, you under-contribute for that tax year and carry the excess contribution amount forward to that year on your tax return. The six percent excess contribution penalty tax will be imposed on the excess amount for each year that it remains as an excess contribution at the end of the year. You must file IRS Form 5329 along with your income tax return to report and remit any additional taxes to the IRS.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Quarterly Payments The quarterly payment cannot be increased in cases of target over-achievement. The payments are given on cumulative outputs, in arrears, and therefore the maximum payment available will be given by the end of the Contract if the agreed (target) number of outputs is reached or exceeded.

  • Accounting Period The Company’s accounting period shall be the calendar year.

  • Extended Reporting Period If any required insurance coverage is on a claims-made basis (rather than occurrence), Contractor shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Contract.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Fiscal Year End Change, or permit any Subsidiary of any Borrower to change, its fiscal year end.

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