Preparation and Filing of Final Unicover Tax Returns Sample Clauses

Preparation and Filing of Final Unicover Tax Returns. Delphi shall (i) include Unicover, for the periods that Unicover was owned by Delphi (i.e., from the Closing (as defined in the 1998 Stock Purchase Agreement) through the Closing Date) in Delphi's 1998 and 1999 federal consolidated income tax returns, (ii) include the taxable income of Unicover for such periods in the respective Delphi federal consolidated income tax returns, (iii) pay any federal income taxes imposed on Unicover for such periods, and (iv) be entitled to the benefit of any Unicover federal income tax loss, deduction, credit, carryback (to taxable periods of the Delphi consolidated group) or refund in respect of such periods. Notwithstanding anything to the contrary in this Agreement, the Buyers, Partners and Newco shall not be liable for the payment of any federal consolidated income tax liabilities of the affiliated group of which Delphi is the common parent. The Buyers shall cause Newco or its designee to prepare and file Unicover's state and local income tax returns with respect to Unicover's taxable periods ended December 31, 1998 (the "Short Period 1998 Return") and ending on the 23 -18- Closing Date (the "Short Period 1999 Return"), which returns shall be delivered to Delphi (for Delphi's review) at least 20 business days (as the same may be extended) before the due date for filing such returns and shall not be filed without prior written consent of Delphi (not to be unreasonably withheld or delayed). Newco shall be solely responsible for, and the Buyers shall cause Newco to pay, any state and local income tax attributable to the Unicover tax period covered by the Short Period 1998 Return and the Short Period 1999 Return, and, as provided in Section 6.6(a), Newco shall be entitled to the benefit of any Unicover state or local income tax refunds in respect of such periods. The Buyers shall control any such state and local refund claims (and shall bear the cost thereof). Any such state and local refunds received by Delphi shall be promptly paid to the Buyers.
Sample 1
AutoNDA by SimpleDocs

Related to Preparation and Filing of Final Unicover 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).

  • 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.

  • 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.

  • Tax Returns Filed Except as set forth on Schedule 2.17(b), all federal, state, foreign, county, local and other tax returns required to be filed by or on behalf of the Company have been timely filed and when filed were true and correct in all material respects, and the taxes shown as due thereon were paid or adequately accrued. True and complete copies of all tax returns or reports filed by the Company for each of its three (3) most recent fiscal years have been delivered to MIOA. The Company has duly withheld and paid all taxes which it is required to withhold and pay relating to salaries and other compensation heretofore paid to the employees of the Company.

  • 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.

  • Preparation of Reports The Servicer shall prepare and deliver such additional reports as required under this Servicing Agreement, including a copy of each Semi-Annual Servicer’s Certificate described in Section 4.01(c)(ii), the annual statements of compliance, attestation reports and other certificates described in Section 3.03 and the Annual Accountant’s Report described in Section 3.04. In addition, the Servicer shall prepare, procure, deliver and/or file, or cause to be prepared, procured, delivered or filed, any reports, attestations, exhibits, certificates or other documents required to be delivered or filed with the SEC (and/or any other Governmental Authority) by the Issuer or the Sponsor under the U.S. federal securities or other applicable laws or in accordance with the Basic Documents, including filing with the SEC, if applicable and required by applicable law, a copy or copies of (A) the Monthly Servicer’s Certificates described in Section 3.01(b)(i) (under Form 10-D or any other applicable form), (B) the Semi-Annual Servicer’s Certificates described in Section 4.01(c)(ii) (under Form 10-D or any other applicable form), (C) the annual statements of compliance, attestation reports and other certificates described in Section 3.03 and (D) the Annual Accountant’s Report (and any attestation required under Regulation AB) described in Section 3.04. In addition, the appropriate officer or officers of the Servicer shall (in its separate capacity as Servicer) sign the Sponsor’s annual report on Form 10-K (and any other applicable SEC or other reports, attestations, certifications and other documents), to the extent that the Servicer’s signature is required by, and consistent with, the U.S. federal securities laws and/or any other applicable law.

  • Responsibility for Filing Tax Returns Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date. Buyer shall permit the Interest Owners to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Time is Money Join Law Insider Premium to draft better contracts faster.