Period Returns Sample Clauses

Period Returns. The Purchaser will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for any Straddle Tax Periods. Such Tax Returns will be prepared consistently with the past practice of the Company unless otherwise required by applicable Law. The Purchaser will permit the Sellers to review and comment on each such Tax Return described in the two preceding sentences prior to filing. The Sellers will pay the Purchaser within ten Business Days after the Purchaser’s written request for payment with respect to such periods an amount equal to the portion of such Taxes that relates to the portion of such taxable period ending on the Closing Date provided, that the Sellers shall not be required to make any payment earlier than five days before it is due to the appropriate taxing authority.
Sample 1
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Period Returns. Windward will prepare or cause to be prepared all Returns of the Company and its Subsidiaries for any and all Straddle Periods. All such Tax Returns that are material shall be submitted to the Shareholders no later than thirty days prior to the due date and filing thereof, and the Shareholders shall have the right to review and comment thereon. Upon reasonable review and comment by the Shareholders, such Tax Returns, as modified by reasonable comments of the Shareholders, shall be filed with applicable taxing authorities. Any Pre-Closing Straddle Period Taxes payable by the Shareholders pursuant hereto shall be remitted to Windward at least ten business days prior to the due date for the payment of such Taxes pursuant to written notice by Windward of such due date.
Sample 1
Period Returns. The income of the Acquired Companies through the Closing Date shall be computed as if its taxable year ended on and included the Closing Date. All Tax Returns required to be prepared by Seller pursuant to this Section 9 shall be prepared on a basis consistent with prior practice, except as required by applicable Law.
Sample 1
Period Returns. 18.6 The Purchaser or its duly authorised Representatives shall (at the cost of the Purchaser) be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities, all Tax Returns of each Target Group Company for all taxable periods of each relevant Target Group Company which began on or before the Completion Date but which end after the Completion Date excluding any Seller Group Tax Return (“Straddle Period,” and such Tax Returns, “Straddle Period Tax Returns”).
Sample 1
Period Returns. In the case of any Straddle Period, (i) real, personal and intangible property Taxes of the Company for the Interim Period shall be the sole obligation of the Company and shall be equal to the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Interim Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company, other than income Taxes and those payable by the Company pursuant to clause (i) above, for the portion of the Straddle Period other than the Interim Period shall be computed as if such taxable period ended as of the close of business on the Closing Date, and to the extent not accrued in the Financial Statements, shall be the obligation of the Sellers and an indemnifiable claim of the Purchaser against the Seller Representative under Section 10.2(b) of this Agreement. .D S Termination Year. Items of income, gain, loss, deduction and credit shall be allocated between the S short year (as defined in Section 1362(e)(1)(A) of the Code) and the C short year (as defined in Section 1362(e)(1)(B) of the Code) pursuant to Section 1.1362-3(b)(2). .E Conduct and Notice of Audits. After the Closing, Sellers and Purchaser shall (i) provide to the other party such information relating to the Company as Sellers or Purchaser may reasonably request with respect to Tax matters and (ii) cooperate with each other in the conduct of any audit or other proceeding with respect to any Tax involving the Company and shall retain or cause to be retained all Books and Records pertinent to the Company for each taxable period or portion thereof ending on or prior to the Closing Date until the expiration of the applicable statute of limitations (giving effect to any and all extensions and waivers). If any party to this Agreement receives any written notice from any taxing authority proposing an adjustment to any Tax for which any other party hereto may be obligated to indemnify under this Agreement, such party shall give prompt written notice thereof to the other that describes such proposed adjustment in reasonable detail; the failure to give such notice, however, shall not reduce the obligations of a party hereunder unless, and to the extent that, such failure prejudices the rights of the other party to contest such Tax.
Sample 1

Related to Period Returns

  • Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

  • Consolidated Returns CAC, the Seller and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until the termination of the Basic Documents.

  • Joint Returns In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Taxes and Returns (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

  • Straddle Period Taxes Sellers shall, at their own expense, prepare and timely file all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied (i) on the owner of the Transferred Loans for any taxable period that begins before the Applicable Cut-Off Time and ends after the Applicable Cut-Off Time and (ii) on the owner of all other Purchased Assets for any taxable period that begins before the Applicable Closing Date and ends after the Applicable Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Applicable Cut-Off Time or the Applicable Closing Date, as appropriate. Buyers shall be liable for and shall indemnify Sellers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Applicable Cut-Off Time for the Transferred Loans and after the Applicable Closing Date for all other Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Sellers shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Applicable Cut-Off Time for the Transferred Loans and ending on or before the Applicable Closing Date for all other Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended at the Applicable Cut-Off Time or on the Applicable Closing Date, as appropriate. Any material Tax Return for a Straddle Period shall be submitted to Buyers by Sellers at least ten (10) Business Days prior to the due date of such Tax Return (taking valid extensions into account). Buyers will pay to Sellers, within two (2) Business Days after the filing of any such Tax Return by Sellers, an amount equal to the portion of the Straddle Period Taxes reflected on such Tax Return for which Buyers are liable under this Section 6.11. For the avoidance of doubt, Straddle Period Taxes do not include any Taxes owed by an Obligor with respect to real property securing any Transferred Loan.

  • Reports and Returns Seller shall promptly after the Closing prepare and file all reports and returns required by Legal Requirements relating to the business of Seller as conducted using the Assets, to and including the Effective Time.

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

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

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