Pre-Closing Period Tax Returns Sample Clauses

Pre-Closing Period Tax Returns. Seller shall prepare and file, or cause to be prepared and filed, all income Tax Returns of the Chesapeake Companies for any tax period ending on or prior to the Closing Date that are required to be filed after the Closing Date (“Pre-Closing Income Tax Returns”) and Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Chesapeake Companies for any tax period ending or prior to the Closing Date that are required to be filed after the Closing Date, other than Pre-Closing Income Tax Returns. All such Tax Returns of the Chesapeake Companies shall be prepared by Seller and Parent, as applicable, in a manner consistent with past practices of the Chesapeake Companies (except as required by applicable Law). No later than 30 days prior to the due date for any such Tax Return (or 30 days prior to the filing of any amended Tax Return) (taking into account applicable extensions), Parent or Seller, as the case may be, will provide to the other a copy of such Tax Return and shall incorporate all of the other’s reasonable comments. For purposes of the foregoing, comments provided on or before the earlier to occur of (i) 30 days after delivery of such Tax Return to Seller or Parent and (ii) seven days prior to the due date for any such Tax Return (taking into account applicable extensions), shall be considered timely. Not later than five days prior to the due date, Seller shall pay, or cause to be paid to Parent any Pre-Closing Taxes shown as due on such Tax Returns (determined in accordance with Section 6.7(b)) to the extent not included in the Draft Closing Balance Sheet. The parties acknowledge and agree that the Chesapeake Companies are disregarded entities for federal income Tax purposes, and therefore all the activities of the Chesapeake Companies for the period ending on the Closing Date shall be included in the federal income Tax Returns of the Seller. The Tax Returns of Seller are not governed by this Section 6.7 and shall be the sole and exclusive responsibility of Seller to prepare and file.
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Pre-Closing Period Tax Returns. The Seller shall be responsible for, shall cause to be prepared and filed and shall pay all Taxes shown as due on, all Tax Returns of the Acquired Companies with respect to taxable periods ending on or before the Closing Date; provided, however, that the Seller shall prepare all such Tax Returns in accordance with past practice (unless otherwise required by applicable Law). The Seller shall submit any such Tax Returns that will be filed after the date hereof to the Purchaser no later than thirty (30) days (or in the case of sales Taxes, such shorter period as is practicable, but in no event less than ten (10) days) prior to the due date of such Tax Returns for the Purchaser’s review and comment. The Seller shall in good faith consider any comments of the Purchaser to such Tax Returns.
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Pre-Closing Period Tax Returns. The Purchaser shall prepare or cause to be prepared all Pre-Closing Period Tax Returns of the Company which are filed after the Closing Date, which Tax Returns shall be prepared in accordance with past practices and customs (unless the Purchaser reasonably determines that a different treatment of any item is required by any applicable Legal Requirement). The Purchaser shall permit the Stockholders’ Agent to review and comment on each such Pre-Closing Period Tax Return and shall make such revisions requested by the Stockholders’ Agent unless the Purchaser determines, in each case in its sole and absolute discretion, that (A) such revisions are inconsistent with applicable Legal Requirements or (B) that such revisions would have will have an adverse financial effect on the Company or the Purchaser (including in that determination the time and effort of internal and external resources required to make such revisions) or (C) such revisions are otherwise unreasonable. If Purchaser does not make such revision, the Stockholder shall not be precluded from contesting such amount, or portion thereof, in a Response Notice.
Sample 1
Pre-Closing Period Tax Returns. Parent shall prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns for Company that are required to be filed after the Closing Date, provided that, for any Tax Returns of the Company relating to a Pre-Closing Tax Period or a Straddle Period, Parent shall prepare and file such Tax Returns in accordance with applicable Law and in a manner consistent with past practices (to the extent consistent with applicable Law at a “more-likely-than-not” level of comfort, as determined by Parent in good faith). Parent shall deliver or cause to be delivered drafts of all income or other material Tax Returns that show any Taxes that would reasonably be expected to give rise to any liability to the Indemnifying Parties for an indemnification claim under Article VII to the Stockholder Representative for its review and comment at least thirty (30) days prior to the due date of any such Tax Return. Parent shall consider in good faith all of the Stockholder Representative’s reasonable comments to such Tax Returns.
Sample 1
Pre-Closing Period Tax Returns. The Purchaser shall prepare, or cause to be prepared, all Pre-Closing Period Tax Returns of Holdings and the Company which are filed after the Closing Date, which Tax Returns shall be prepared in accordance with the past practices and customs of Holdings and the Company, respectively, unless otherwise required by applicable Law. At least thirty (30) days prior to the due date for the filing of such Tax Returns, the Purchaser shall deliver the Pre-Closing Tax Returns to the Seller Representative for review and comment. The Seller Representative shall provide comments to such Pre-Closing Tax Return within fifteen (15) days of its receipt of such Pre-Closing Tax Returns. The Purchaser shall make, or cause to be made, all reasonable changes requested by the Seller Representative that are consistent with the past practices and customs of Holdings or the Company, as the case may be, to the extent allowable under applicable Law.
Sample 1
Pre-Closing Period Tax Returns. Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing. In the case of any such Tax Return for a Pre-Closing Period for which Seller would reasonably be expected to have an indemnification obligation hereunder, Buyer shall send a draft of such Tax Return to Seller no later than thirty (30) days prior to the due date for the filing of such Tax Return, together with all supporting documentation, for Seller’s review and reasonable comment. Buyer shall cause any such Tax Return (as revised to incorporate Seller’s reasonable comments) to be timely filed and shall provide copies of such Tax Return to Seller.
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Pre-Closing Period Tax Returns. (a) The Company shall, at the Company’s expense, prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all taxable periods ending on or before the Closing Date and which are due on or before the Closing Date and the Company shall pay or cause to be paid all Taxes with respect to such periods. The Surviving Corporation and Parent shall, at the expense of the Effective Time Holders, prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all taxable periods ending on or prior to the Closing Date and which are due after the Closing Date and the Effective Time Holders shall pay all expenses incurred by the Surviving Corporation or Parent in connection therewith and all Taxes with respect to such periods within 10 days of the filing of the Tax Return for which such Taxes are due. All Tax Returns referred to in this Section 5.8.1 shall be prepared in accordance with past practices of the Company and paid at least 10 days before they are due. The Company shall submit each Tax Return it prepared or caused to be prepared to Parent at least 30 days before such Tax Return is due for Parent’s written approval prior to filing, and Parent shall submit each Tax Return it or the Surviving Corporation prepared or caused to be prepared to the Stockholders’ Representative at least 30 days before such Tax Return is due for the Stockholders’ Representative’s review and reasonable comment. (b) The expenses and Taxes that the Effective Time Holders are required to pay pursuant Section 5.8.1(a) shall be paid, first, through the forfeiture and cancellation of the Holdback Shares in accordance with Section 8.3.10, second, to the extent the value of the Holdback Shares are insufficient to pay the amount required to be paid, through the forfeiture of any cash then held by Parent as contemplated by Section 2.15, and third, to the extent such cash is insufficient to pay the amount required to be paid, directly by the Effective Time Holders, in each case, in accordance with their Pro Rata Share.
Sample 1
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Pre-Closing Period Tax Returns. The Tax returns of B&B Roadway for all Tax periods ending on or before the Closing Date shall be prepared by Seller. For this purpose, Buyer and Seller acknowledge that Buyer intends to merge or liquidate B&B Roadway into Buyer on the Closing Date. After such returns are prepared but prior to filing, they shall be submitted to Buyer for approval, which approval shall not be unreasonably withheld or delayed. Seller shall bear the cost of preparing and filing such returns.
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Related to Pre-Closing Period Tax Returns

  • Pre-Closing Tax Returns From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

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

  • Straddle Period Taxes Seller shall, at its 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 Cut-Off Time and ends after the Cut-Off Time and (ii) on the owner of all other CIT Bank Purchased Assets for any taxable period that begins before the Closing Date and ends after the Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Cut-Off Time or the Closing Date, as appropriate. Buyers shall be liable for and shall indemnify Seller, its 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 Cut-Off Time for the Transferred Loans and after the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Seller 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 Cut-Off Time for the Transferred Loans and ending on or before the Closing Date for all other CIT Bank 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 Cut-Off Time or on the Closing Date, as appropriate. Any material Tax Return for a Straddle Period shall be submitted to Buyers by Seller at least ten (10) Business Days prior to the due date of such Tax Return (taking valid extensions into account). Buyers will pay to Seller, within two (2) Business Days after the filing of any such Tax Return by Seller, 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.

  • 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.

  • 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.

  • Straddle Periods (i) For purposes of Section 8.1(a)(i) and 8.1(b)(i), in the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date (a "Straddle Period"), the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (1) in the case of Taxes that are either (x) based upon or related to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended with (and included) the Closing Date; (2) in the case of Taxes that are based upon gross premiums deemed equal to the amount that would be payable with respect to the premium written as of the Closing Date; and (3) in the case of Taxes imposed on a periodic basis with respect to the assets of the Acquired Subsidiaries , or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, (ii) To the extent permitted under applicable Law, Parent and Purchaser shall take all actions reasonably necessary to terminate the taxable year of the Acquired Subsidiaries on the Closing Date. To the extent any such taxable year of the Acquired Subsidiaries is terminated on the Closing Date, the parties hereto agree to cause the Acquired Subsidiaries to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • 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.

  • Straddle Period In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

  • 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.

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