Common use of Preparation and Filing of Tax Returns Clause in Contracts

Preparation and Filing of Tax Returns. (i) The Seller shall file or cause to be filed all federal income tax returns of the Seller for all taxable periods that end on or before the IPO Closing Date, and shall permit the Parent to review all such tax returns prior to such filings. (ii) Parent shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business for all taxable periods ending after the IPO Closing Date. (iii) Each Party shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other Parties hereto such cooperation and information as any of them reasonably may request in filing any tax return, amended tax return or claim for refund, determining a liability for taxes or a right to refund of taxes or in conducting any audit or other proceeding in respect of taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and tax basis of property, which such Party may possess. Each Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 12 contracts

Samples: Purchase and Sale Agreement (Us Legal Support Inc), Purchase and Sale Agreement (Us Legal Support Inc), Purchase and Sale Agreement (Us Legal Support Inc)

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Preparation and Filing of Tax Returns. (ia) The Seller Stockholder shall file or cause to be filed all federal income tax returns of the Seller Tax Returns for all taxable periods that end on or before the IPO Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholder shall permit the Parent to review pay all such tax returns Tax liabilities for all periods ending on or prior to such filingsthe Closing Date. (iib) Parent LandCARE shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business Tax Returns for all taxable periods ending after the IPO Closing Date. (iiic) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnTax Returns, amended tax return Tax Returns or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in with respect of taxesto Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returnsTax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities Taxing Authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 4 contracts

Samples: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)

Preparation and Filing of Tax Returns. (ia) The Seller Stockholder shall file or cause to be filed all federal income tax returns of the Seller Tax Returns for all taxable periods that end on or before the IPO Closing Date, but in each case only after LandCARE has reviewed such filings and shall permit the Parent to review all such tax returns prior to such filingsconsented thereto. (iib) Parent LandCARE shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business Tax Returns for all taxable periods ending after the IPO Closing Date. (iiic) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnTax Returns, amended tax return Tax Returns or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in with respect of taxesto Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returnsTax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities Taxing Authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 2 contracts

Samples: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)

Preparation and Filing of Tax Returns. (ia) The Seller Stockholder shall file or cause to be filed all federal income tax returns of the Seller Tax Returns for all taxable periods that end on or before the IPO Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. Such consent shall permit the Parent to review all such tax returns prior to such filingsnot be unreasonably delayed or withheld. (iib) Parent LandCARE shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business Tax Returns for all taxable periods ending after the IPO Closing Date. (iiic) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnTax Returns, amended tax return Tax Returns or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in with respect of taxesto Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returnsTax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities Taxing Authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 2 contracts

Samples: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)

Preparation and Filing of Tax Returns. (ia) The Seller Stockholder shall file or cause to be filed all federal income tax returns of the Seller Tax Returns for all taxable periods that end on or before the IPO Closing Date, and shall permit the Parent to review all such tax returns prior to but in each case only after LandCARE has reviewed such filings. (iib) Parent LandCARE shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business Tax Returns for all taxable periods ending after the IPO Closing Date. (iiic) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnTax Returns, amended tax return Tax Returns or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in with respect of taxesto Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returnsTax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities Taxing Authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 2 contracts

Samples: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)

Preparation and Filing of Tax Returns. (ia) The Seller Stockholders shall file or cause to be filed all federal income tax returns of the Seller Tax Returns for all taxable periods that end on or before the IPO Closing Date, but in each case only after LandCARE has reviewed such filings and shall permit the Parent to review all such tax returns prior to such filingsconsented thereto. (iib) Parent LandCARE shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business Tax Returns for all taxable periods ending after the IPO Closing Date. (iiic) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnTax Returns, amended tax return Tax Returns or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in with respect of taxesto Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returnsTax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities Taxing Authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 2 contracts

Samples: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)

Preparation and Filing of Tax Returns. (i) The Seller Stockholders (other than the ESOP Trustees) shall file or cause to be filed all federal income tax returns of for the Seller Company for all the taxable periods that end on or before the IPO Closing Date, but in each case only after Metals has reviewed such filings and shall permit the Parent to review all such tax returns prior to such filingsconsented thereto. (ii) Parent Metals shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business for all taxable periods ending after the IPO Closing Date. (iii) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnreturns, amended tax return returns or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in respect of taxesTaxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 1 contract

Samples: Merger Agreement (Metals Usa Inc)

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Preparation and Filing of Tax Returns. (ia) The Seller Stockholder shall file or cause to be filed all federal income tax returns of the Seller Tax Returns for all taxable periods that end on or before the IPO Closing Date, but in each case only after LandCARE has reviewed such filings and shall permit the Parent to review all such tax returns prior to such filingsconsented thereto. (iib) Parent LandCARE shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business Tax Returns for all taxable periods ending after the IPO Closing Date. (iiic) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnTax Returns, amended tax return Tax Returns or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in with respect of taxesto Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returnsTax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities Taxing Authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its the reasonable cost of the requesting party to provide assist in the explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 1 contract

Samples: Merger Agreement (Landcare Usa Inc)

Preparation and Filing of Tax Returns. (ia) The Seller Company Stockholder shall file or cause to be filed all federal income tax returns of the Seller for all taxable periods that end on or before the IPO Closing DateClosing, but in each case only after IES has reviewed such filings and consented thereto, which consent shall permit the Parent to review all such tax returns prior to such filingsnot be unreasonably withheld. (iib) Parent IES shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business for all taxable periods ending after the IPO Closing DateClosing. (iiic) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnreturns, amended tax return returns or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in respect of taxesTaxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 1 contract

Samples: Merger Agreement (Integrated Electrical Services Inc)

Preparation and Filing of Tax Returns. (ia) The Seller Company Stockholder shall file or cause to be filed all federal income tax returns of the Seller for all taxable periods that end on or before the IPO Closing DateClosing, but in each case only after IES has reviewed such filings and shall permit the Parent to review all such tax returns prior to such filingsconsented thereto. (iib) Parent IES shall file or cause to be filed all separate tax returns of, or that include, any Other Acquired Business for all taxable periods ending after the IPO Closing DateClosing. (iiic) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnreturns, amended tax return returns or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in respect of taxesTaxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file tax returns pursuant to this Agreement shall bear all costs of filing such tax returns.

Appears in 1 contract

Samples: Merger Agreement (Integrated Electrical Services Inc)

Preparation and Filing of Tax Returns. (i) The Seller shall file or cause to be filed all federal income tax returns of the Seller for all taxable periods that end on or before the IPO Closing Date, and shall permit the Parent to review all such tax returns prior to such filings. (ii) Parent Shareholders shall file or cause to be filed all separate tax returns of, or Federal income Tax Returns (and any state and local Tax Returns filed on the basis similar to that include, any Other Acquired Business of S corporations under Federal income Tax rules) of the Seller for all taxable periods ending after periods. Each Stockholder 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 IPO Closing DateSeller Financial Statements) shown by such Returns to be due. (iiiii) Each Party party hereto shall, and shall cause its Subsidiaries subsidiaries and Affiliates affiliates to, provide to each of the other Parties parties hereto such cooperation and information as any of them reasonably may request in filing any tax returnReturn, amended tax return Return or claim for refund, determining a liability for taxes Taxes or a right to refund of taxes Taxes or in conducting any audit or other proceeding in respect of taxesTaxes. Such cooperation and information shall include providing copies of all relevant portions of relevant tax returnsReturns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and tax Tax basis of property, which such Party party may possess. Each Party party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each Party party required to file tax returns Returns pursuant to this Agreement shall bear all costs of filing such tax returnsReturns.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/)

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