Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.
(b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, shall be permitted to do so at its own cost and expense and without the consent of any Party.
(c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.
Annual Tax Information and Report Within seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.
Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.
Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.
Preparation and Filing of Tax Returns; Payment of Taxes (a) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date.
(b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date.
(c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date.
(d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns.
(e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.
Tax Information Returns and Reports The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.
Royalty Payments and Reports Payments for Coal mined and sold hereunder shall be made on a timely basis, when due and without demand by COLT, on or before the twentieth (20th) day of each month (“Payment Deadline”) for all Coal mined or produced from the Premises, shipped and sold, or used, together with all Foreign Coal transported and sold by Lessee or its Affiliates, or assigns during the preceding month as to Coal, as evidenced by a report or reports furnished by Lessee to COLT tendered contemporaneously with payment. Payments shall be made by check or wire transfer. If by check, payment shall be made to the following address: 000 Xxxxxx Xxxx Drive Beckley, WV 25801 If by wire transfer, payment shall be to the following address: Bank: Huntington Bank ABA: 000000000 Credit To: Colt LLC Account #: 01221137324 Copies of the reports required in this section 14 and evidence of the wire transfer or check shall be forwarded by mail or fax to: Colt LLC 0000 XXX Xxxx., Xxxxx 000 Xxxx Xxxxx Xxxxxxx, XX 00000 The addresses for payment by check or wire transfer and/or for submitting reports may be amended from time to time by COLT upon notice to Lessee. Not later than the Payment Deadline, Lessee shall report to COLT showing the actual amount for each and every mining method of Coal mined, processed, stockpiled, loaded, shipped, and sold from the Premises by Lessee and/or its Affiliates or contractors during the preceding month and shall also include individual sales of Coal by Lessee, the customers to which Coal was sold, the Gross Sales Prices of Coal for each sale, itemization of allowable deductions for each sale, calculations of Actual Production Royalty due COLT for each sale and for the preceding month, and the location, by Quarter-Quarter Section, Township, and Range, of the lands of COLT from which such Coal was mined. Such report or reports shall be made either on a form or forms of COLT supplied to Lessee or on a form or forms of Lessee that are approved by COLT. Each report shall be certified to be true, accurate, and correct by Lessee and shall be to the satisfaction of COLT. In any event, all of the aforementioned items shall be made available to COLT by Lessee, at all times upon COLT’s request, for any month during the term of this Lease. Such reports shall, at COLT’s request, be accompanied by copies of invoices, purchase orders, sales receipts, bills of lading, truck weight tickets, railroad weight tickets, barge weight tickets, statements of transportation, washing and handling charges, and other forms of verification as may be deemed necessary by COLT.
Tax Returns (a) Parent shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns required to be filed for taxable periods of each Business Entity other than Aleris Germany ending on or before the Closing Date, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. To the extent such Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in the calculation of Net Working Capital, Parent shall provide Buyer with written notice of such payment, and within ten (10) Business Days of receipt of such written notice of payment, Buyer shall reimburse Parent for such Taxes. No later than ninety (90) days after the Closing Date, Buyer shall cause each Business Entity to furnish to Parent Tax information relating to such Business Entity, consistent with the past practice and custom of Sellers and such Business Entity.
(b) Buyer shall procure that Aleris Germany (i) shall instruct a German tax adviser selected by Parent to prepare (observing comments and instructions of the Parent) all annual Tax Returns required to be filed for taxable periods of Aleris Germany ending on or before the Closing Date, (ii) shall review and sign off on the draft Tax Returns and (iii) instruct the tax adviser to file such Tax Returns when due. Parent shall pay or cause to be paid any Taxes due and payable by Aleris Germany in respect of such Tax Returns (except to the extent such Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in the calculation of Net Working Capital). No later than ninety (90) days after the Closing Date, Buyer shall cause Aleris Germany to furnish to Parent and the tax adviser Tax information relating to it, consistent with the past practice and custom of the Sellers and Aleris Germany.
(c) Except as provided in Section 6.03(a), Section 6.03(b) and Section 6.03(e), Buyer shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns required to be filed by any Business Entity, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns.
(d) Any Tax Return required to be filed with respect to a Straddle Period of any Business Entity shall be prepared in accordance with the past practice and custom of Sellers and such Business Entity and shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Parent for Parent’s written approval not less than thirty (30) days prior to the due date for the filing of such Tax Return, which written approval shall not be unreasonably withheld, conditioned or delayed. Parent shall have the option of providing to Buyer, at any time at least fifteen (15) days prior to the due date, written instructions as to the manner in which any, or all, of the items for which it may be liable hereunder shall be reflected on such Tax Return. Buyer shall, in preparing such Tax Return, cause the items for which Parent may be liable hereunder to be reflected in accordance with Parent’s instructions, to the extent permitted by Law.
(e) The Person required by applicable Law to file any Tax Returns or other documentation with respect to any Transfer Taxes shall prepare and file such Tax Returns or other documentation and pay the Taxes due with respect thereto. Parent and Buyer shall each, and shall each cause their Affiliates to, cooperate in the timely preparation and filing of, and join in the execution of, any such Tax Returns and other documentation.
(f) To the extent a party pays Taxes pursuant to this Section 6.03 for which such party is not responsible under Section 6.01, the paying party shall, in good faith, provide the other party’s representative (Parent or Buyer, as the case may be), with written notice of such payment, and within ten (10) Business Days of receipt of such written notice of payment, the non-paying party’s representative shall reimburse the paying party for the non-paying party’s share of the paid Taxes.
Responsibility for Filing Tax Returns (a) Sellers shall prepare, or cause to be prepared, in a timely manner, all income Tax Returns of each Acquired Company that are due after the Closing with respect to any taxable period ending prior to or ending on and including the Closing Date; provided, however, that any such Tax Return shall be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of each Acquired Company. Sellers shall deliver to Buyer draft copies of each such Tax Return prior to the date for filing that Tax Return. Sellers shall make all changes in each such Tax Return reasonably requested by Buyer. Buyer shall cause each such Tax Return to be appropriately signed and filed, and Sellers shall pay to each Acquired Company any Taxes due from such Acquired Company on that Tax Return.
(b) Buyer shall after the Closing prepare and file, or cause to be prepared and filed, Tax Returns of each Acquired Company for any period beginning prior to the Closing Date and ending after the Closing Date (a “Straddle Period”). Any such Tax Return shall be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of each Acquired Company. Buyer shall deliver to Sellers draft copies of each such Tax Return at least thirty (30) days prior to the date for filing that Tax Return. Buyer shall make all changes in each such Tax Return reasonably requested by Sellers. Sellers shall pay to each Acquired Company the Taxes due for the period prior to and including the Closing Date from such Acquired Company on that Tax Return.
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.
(ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.
(iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.
