Income Tax Returns for Media Payments Sample Clauses

Income Tax Returns for Media Payments. Notwithstanding any other provision of this Agreement, the Sellers’ Representative shall prepare, or cause to be prepared, at the expense of the Seller Parties, and file, or cause to be filed, the Pass-Through Tax Return for Media Payments. The parties agree that all Tax deductions for Transaction Expenses will be allocated to the Pre-Closing Tax Period and reported on such Pass-Through Tax Return to the extent permitted under applicable Law and agree not to take any position on such Pass-Through Tax Return that is inconsistent with such treatment. Such Tax Return shall be true, complete and correct in all material respects, and prepared in substantial compliance with applicable Law and past practice (except as required by applicable Law). The Sellers’ Representative shall provide a draft of such Pass-Through Tax Return to Buyer, for its review and comment, no later than thirty (30) days prior to filing of such Tax Return. Buyer shall provide any written comments to the Sellers’ Representative within fifteen (15) days of receipt of such draft Tax Return. Buyer and the Sellers’ Representative shall work together in good faith to resolve any comments. In the event the parties cannot resolve any comments, the Parties shall engage the Independent Auditor to resolve all issues having a bearing on such disputed items and such resolution shall be final and binding on the Parties. The Independent Auditor shall use commercially reasonable efforts to complete its work within thirty (30) days of its engagement. The fees and expenses of the Independent Auditors shall be shared equally by Buyer, on one hand, and the Seller Parties, on the other. For purposes of this Section 10.02, the term “Pass-Through Tax Return” shall mean any federal, state or local Tax Return relating to the determination of income and related income Tax liability with respect to Media Payments the Taxes for which the direct or indirect owners of Media Payments would be liable as a matter of Law (e.g., the income Tax liability for items of income, gain, loss and deduction passed-through Media Payments to the owners for federal, state and local income Tax purposes). CPS Media, DB&AS, and Xxxxxx shall timely pay or cause to be timely paid all Taxes due and payable with respect to all such Pass-Through Tax Returns.
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Related to Income Tax Returns for Media Payments

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

  • 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.

  • Tax Returns and Payments Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised:

  • Tax Returns Except as set forth on Schedule 3.13:

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Tax Returns and Payment Each of the Partnership Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

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