Preparation and Filing of Company Tax Returns Sample Clauses

Preparation and Filing of Company Tax Returns. (a) The Seller shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns that are required to be filed by the Seller, the Company, or the Subsidiary that are (i) due on or before the Closing Date and (ii) for taxable years or periods ending on or before the Closing Date.
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Preparation and Filing of Company Tax Returns. (a) Sellers shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns that are required to be filed by Sellers, the Company, or the Subsidiaries that are (i) due on or before the Closing Date and (ii) for taxable years or periods ending on or before the Closing Date. If a Rollover Notice has been provided to Xxx, then, notwithstanding Section 5.3(e) of this Agreement and to the extent not already currently in force, Sellers shall make a valid election under Section 754 of the Code on the Company’s federal income Tax Return for the Tax period ending on the Closing Date.
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Preparation and Filing of Company Tax Returns. The Shareholders shall prepare and file (or cause the preparation and filing of) all Tax Returns with respect to the Company required to be filed prior to the Closing, and shall timely pay (or cause to be paid) all Taxes required to be paid with respect to such returns. Parent shall prepare and file (or cause the preparation and filing of) all other Tax Returns with respect to the Company, provided however Parent shall permit the Shareholders (or their representative) to review any Tax Returns filed by Parent relating to taxable periods prior to the Closing Date, and Parent shall make such revisions to such Returns as are reasonably requested by the Shareholders (or their representative).
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Preparation and Filing of Company Tax Returns. (a) The Sellers shall prepare or cause to be prepared and file or cause to be filed when due (taking account of any applicable extensions) all Tax Returns that are required to be filed by the Sellers, the Companies, or the Subsidiaries that are (i) Tax Returns due on or before the Closing Date (“Pre-Closing Returns”), (ii) Tax Returns due after the Closing Date for taxable years ending on or before the Closing Date (“Seller Separate Returns”) and (iii) Tax Returns of any affiliated, consolidated, joint, unitary, combined or similar group for Tax purposes that includes the Companies or the Subsidiaries and of which an Affiliate of the Sellers other than the Companies and the Subsidiaries is the common parent (“Seller Consolidated Returns” and together with the Pre-Closing Returns and Seller Separate Returns, the “Seller Prepared Returns”), and shall pay or cause to be paid all Taxes shown as due on such Tax Returns. Any such Tax Returns shall be prepared consistent with the past practice of the Companies and the Subsidiaries except to the extent otherwise required by applicable Law. For the avoidance of doubt, any items of income or gain attributable to the Section 338(h)(10) Elections shall be included on the Seller Consolidated Return for the Pre-Closing Tax Period. Any Seller Separate Returns that are filed following the Closing Date shall be submitted (with copies of any relevant Schedules, work papers and other documentation then available) to the Purchaser for the Purchaser’s review and approval at least thirty (30) days prior to the filing of such Tax Return (or as soon as reasonably practicable in the case of any Seller Separate Return that is due within thirty (30) days of Closing or which is a non-income Tax Return), and Seller will incorporate any reasonable comments received from Purchaser at least ten (10) days prior to filing, and no such Tax Return will be filed without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed).
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Related to Preparation and Filing of Company Tax Returns

  • Preparation and Filing of Tax Returns (i) 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 Funding and Consummation Date, and shall permit TCI 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 Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due.

  • Preparation and Filing If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as practicable:

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.

  • Filing of Tax Returns The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP), except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

  • Preparation of Tax Returns The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

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

  • Filing of Timely Tax Returns The Company and each of its subsidiaries have duly filed (or there has been filed on its behalf) within the time prescribed by law all material Tax Returns (including withholding Tax Returns) required to be filed by each of them under applicable law. All such Tax Returns were and are in all material respects true, complete and correct.

  • Responsibility for Filing Tax Returns (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

  • Delivery of SEC Filings; Business The Company has made available to the Investor through the XXXXX system, true and complete copies of the Company’s most recent Annual Report on Form 10-K for its last fiscal year (the “10-K”), and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof (collectively, the “SEC Filings”). The SEC Filings are the only filings required of the Company pursuant to the 1934 Act for such period. The Company and its Subsidiaries are engaged in all material respects only in the business described in the SEC Filings and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and its Subsidiaries, taken as a whole.

  • Actions and Filings Each of the UTI Beneficiary and the Titling Trustee shall undertake all other and future actions and activities as may be deemed reasonably necessary by the Servicer pursuant to the Servicing Agreement to perfect (or evidence) and confirm the foregoing allocations of Trust Assets to the 2012-B SUBI, including filing or causing to be filed UCC financing statements and executing and delivering all related filings, documents or writings as may be deemed reasonably necessary by the Servicer or the Registered Pledgee hereunder or under any other Basic Document. The UTI Beneficiary hereby irrevocably makes and appoints each of the Titling Trustee and the Servicer, and any of their respective officers, employees or agents, as the true and lawful attorney-in-fact of the UTI Beneficiary (which appointment is coupled with an interest and is irrevocable) with power to sign on behalf of the UTI Beneficiary any financing statements, continuation statements, security agreements, mortgages, assignments, affidavits, letters of authority, notices or similar documents necessary or appropriate to be executed or filed pursuant to this Section.

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