Other Tax Returns Clause Samples
The "Other Tax Returns" clause defines the responsibilities of the parties regarding the preparation, filing, and handling of tax returns that are not specifically addressed elsewhere in the agreement. Typically, this clause clarifies which party is responsible for filing certain types of tax returns, such as local, state, or specialized tax filings, and may outline procedures for cooperation or information sharing between the parties. Its core practical function is to ensure that all tax obligations are properly managed and that there is no confusion or dispute over who is responsible for filing and paying various taxes, thereby reducing the risk of non-compliance or penalties.
Other Tax Returns. Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.
Other Tax Returns. The Purchaser shall be entitled to prepare and file or cause to be prepared and filed all Tax Returns of the Company and its Subsidiaries for any taxable period ending on or prior to the Closing Date that are due after the Closing Date (including any Straddle Tax Period Tax Returns and taking account of extensions of time to file Tax Returns) (“Purchaser Prepared Tax Returns”), other than Flow-Through Income Tax Returns that are prepared by Seller pursuant to Section 5.9(a). Each Purchaser Prepared Tax Return shall be prepared consistent with past practices, except as otherwise required by applicable Law. The Purchaser shall provide the Seller with a copy of each such Purchaser Prepared Tax Return that includes Pre-Closing Taxes for which the Seller is liable under this Agreement, for its review, comment, and approval, no later than thirty (30) days (or, in the case of a Purchaser Prepared Tax Return that is not an income Tax Return, no later than seven (7) days) prior to the due date for filing such Tax Return, provided that if any such Tax Return is due less than thirty (30) days (or less than seven (7) days, in the case of a Tax Return that is not an income Tax Return) after the Closing, then the Purchaser shall deliver a draft of such Tax Return as soon as practicable after the Closing; provided that failure to so deliver any such Tax Return shall not affect any liability of the Seller for Taxes pursuant to this Agreement. The Seller and the Purchaser shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Purchaser Prepared Tax Return and, if they are unable to do so, the disputed items shall be submitted to a nationally recognized accounting firm for resolution (within a reasonable time, taking into account the deadline for filing such Tax Return), which such resolution shall be final and binding on the parties.
Other Tax Returns. WPX shall prepare and file all Tax Returns that are required to be filed by or with respect to WPX or any of its direct or indirect subsidiaries, other than those Tax Returns described in Section 2.1(a) above, and shall pay any Taxes payable with respect to such Tax Returns. At the discretion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ may assist in the preparation of such Tax Returns as may be requested by WPX, but shall have no obligation to pay any related Taxes.
Other Tax Returns. Subject to Section 7.01, the Member shall cause to be prepared and filed all necessary tax returns for the Company.
Other Tax Returns. Acquirer and Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries that are required to be filed after the Closing Date. Tax Returns of the Company and it Subsidiaries with respect to any tax period beginning before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and its Subsidiaries, except where a contrary manner is required by law. With respect to each Tax Return for any tax periods beginning before the Closing Date, Acquirer shall provide Seller a draft of such Tax Return at least twenty (20) days prior to the filing date in order to permit Seller to review and comment on each such Tax Return, but only to the extent that such Tax Return would a reflect a Tax liability for which Seller could be liable under this Agreement. Acquirer and Seller shall attempt in good faith mutually to resolve any disagreement regarding such Tax Returns prior to the due date of filing thereof and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Return) by independent accountants acceptable to Seller and Acquirer. Upon resolution of all such items, the relevant Tax Return shall be timely filed on that basis, provided, however, that if after using reasonable best efforts, the parties are unable to resolve the matter in dispute before any Tax Return that is the subject of a disagreement is due, such Tax Return may be filed as prepared by Acquirer and Company, subject to adjustment or amendment upon resolution, and the making of any payments necessary to give effect to the resolution. The costs and expenses relating to the dispute resolution shall be borne equally by the parties.
Other Tax Returns. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies and their Subsidiaries that are filed after the Closing Date (other than Tax Returns with respect to periods described in Section 8.1(a)) and, subject to the right to payment from GEC under the next sentence, Purchaser shall pay all Taxes shown as due on those Tax Returns. Not later than two (2) days prior to the filing of any such Tax Returns, GEC shall pay to Purchaser the amount of Taxes owed by GEC pursuant to the provisions of Section 8.1(a).
Other Tax Returns. All Tax Returns of any member of the ▇▇▇▇▇▇▇ Group or the Hussmann Group, other than (1) the consolidated U.S. federal income tax returns, (2) the State of Illinois corporate income tax returns and (3) the corporate income tax, the capital duty tax and the withholding tax returns filed in the Netherlands, which are required to be filed for periods beginning on or before the Distribution Date shall be filed by the member of the ▇▇▇▇▇▇▇ Group or the Hussmann Group, as the case may be, which filed the corresponding Tax Return for the most recent period for which such a Tax Return has been filed, or, if no such corresponding Tax Return has been filed, by the appropriate member in accordance with local law or custom.
Other Tax Returns. All tax reports or returns for Pre-Spinoff Periods not covered by Section 2.1 and all tax reports or returns for Post-Spinoff Periods shall be prepared and filed by ATL for the ATL Group and by Odetics for the Odetics Group unless otherwise mutually agreed to by them.
Other Tax Returns. The parties and their respective subsidiaries shall timely prepare and file Tax Returns (other than Controlled Returns) in those jurisdictions in which they are required to do so in a manner consistent with past practice. Taxes for any Return filed by one of the Companies pursuant to this section shall be paid or caused to be paid by the party responsible under this section for filing such return. The Tax Administrators shall have the right to approve any Tax returns filed pursuant to this section with regard to such filing.
Other Tax Returns. The Companies shall, and shall cause their respective Subsidiaries to, timely prepare and file Tax returns for any taxable period beginning prior to the Distribution Date (other than Controlled Returns) in those jurisdictions in which they are required to do so in a manner consistent with past practice. Taxes shown as payable on any Tax return filed by one of the Companies pursuant to this Section 2(c) shall be paid or caused to be paid by the Company responsible under this Section 2(c) for filing such return or causing such return to be filed. The Tax Administrator shall have the right to approve any Tax returns filed pursuant to this Section 2(c) prior to such filing if USOP could be liable for Taxes due with respect to any such Tax returns under principles analogous to Treasury regulation section 1.1502-6.