Preparation and Filing of Pre-Closing Tax Returns Sample Clauses

Preparation and Filing of Pre-Closing Tax Returns. (i) The Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns of the Acquired Companies and Oak Blocker which are filed after the Closing Date, including, without limitation, the filing or amendment of any Tax Returns that relate to any Pre-Closing Tax Period. For purposes of preparing any income Tax Returns of Parent for any Pre-Closing Tax Period, except as otherwise provided in this Section 7.8, the Buyer shall allocate income, gain, loss, deduction and credit (or items thereof) attributable to such Pre-Closing Tax Period to the Sellers in accordance with the applicable provisions of the Parent LLC Agreement, consistent with past practice, unless otherwise required by applicable Law or Order. With respect to the preparation and filing of any income Tax Returns of the Acquired Companies for a Pre-Closing Tax Period that results in the allocation and pass-through of any of the Acquired Companies’ items of income, gain, loss, deduction or credit to the Non-Oak Sellers’ or Oak Blocker’s income Tax Returns, the Buyer shall provide a draft copy of such income Tax Returns to the Representative at least twenty-three (23) days prior to the Buyer’s chosen filing date for such income Tax Returns and shall make revisions to such income Tax Returns in response to comments provided by Representative to Buyer no less than seven (7) days prior to the Buyer’s chosen filing date, provided that such proposed revisions shall only be made if they are reasonable, in accordance with the Acquired Companies past Tax practices, in accordance with applicable Tax Laws, not contrary to any applicable Tax Proceeding or other Order and such revisions will not increase the Tax Liabilities of any of the Acquired Companies, Oak Blocker or the Buyer (as compared to if such revisions were not made) for any Taxable period that includes any period following Closing. To the extent permitted by applicable Law, the Non-Oak Sellers and Oak Blocker shall include income, gain, loss, deduction or other tax items attributable to the operations of the Acquired Companies that arises from any Pre-Closing Tax Period (“Pre-Closing Income”) on their respective Tax Returns in a manner consistent with their allocable share of Pre-Closing Income set forth on their respective Schedule K-1s or other Tax reporting documents attributable to their pre-Closing ownership of Parent (and indirect ownership of any of the Acquired Companies) (with respect to each Non-Oak Seller ...
Sample 1
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Preparation and Filing of Pre-Closing Tax Returns. The Surviving Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company with respect to any Pre-Closing Tax Period which are filed after the Closing Date and all Tax Returns with respect to those Taxes and other payments described in paragraph (f) below. The Surviving Company shall deliver to the Shareholder Representative a copy of each such Tax Return described in the preceding sentence not less than 30 days prior to the filing of such Tax Return so as to allow the Shareholder Representative to review and comment on such Tax Return. To the extent permitted by applicable law, Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to Shareholders for such periods, subject to the Acquiring Parties’ indemnification obligations in subsection (i) below.
Sample 1
Preparation and Filing of Pre-Closing Tax Returns. JV Corp shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company and the Subsidiaries for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Except as otherwise required by Laws, JV Corp shall prepare or cause to be prepared such Tax Returns in a manner consistent with the past practices of the Company and the Subsidiaries. JV Corp shall deliver a copy of each such Tax Return to FMB at least fifteen (15) days prior to its filing for FMB’s review and approval, such approval not to be unreasonably withheld, conditioned or delayed. FMB shall pay to JV Corp the amount of the Taxes with respect to such Tax Returns within five (5) days of demand by JV Corp for such payment. Notwithstanding the preceding two sentences, if FMB does not approve of any such Tax Return and does not pay to JV Corp the amount of the Taxes with respect thereto, JV Corp shall be entitled to file the Tax Return without FMB’s approval, but the amount of Taxes for which JV Corp is entitled to payment or indemnification under this Agreement shall be limited to the amount of Taxes that is ultimately mutually agreed to by FMB and JV Corp or, if they are unable to reach agreement, the amount ultimately determined by an accounting firm that is mutually selected by the parties, notwithstanding the fact that the Tax Return filed by JV Corp reflects a different amount.
Sample 1

Related to Preparation and Filing of Pre-Closing 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.

  • 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.

  • 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).

  • Actions and Filings The UTI Beneficiary and the Vehicle Trustee at the written direction and expense of the Servicer, shall undertake all 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 initial creation of and allocation of Trust Assets to the 20[__]-[__] SUBI, including without limitation preparing UCC financing statements to be filed by the Servicer and executing and delivering all related filings, documents or writings as may be deemed reasonably necessary by the Servicer hereunder or under any other Basic Document. The UTI Beneficiary hereby irrevocably makes and appoints each of the Vehicle 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.

  • 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.

  • Confirmation and Statements Promptly after the close of business on each day, the Custodian shall furnish the Fund with confirmations and a summary of all transfers to or from the account of the Fund during the day. Where securities purchased by the Fund are in a fungible bulk of securities registered in the name of the Custodian (or its nominee) or shown in the Custodian's account on the books of a Securities Depository, the Custodian shall by book-entry or otherwise identify the quantity of those securities belonging to the Fund. At least monthly, the Custodian shall furnish the Fund with a detailed statement of the Securities and monies held for the Fund under this Agreement.

  • Authorization to File Financing Statements Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

  • 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.

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