Preparation of Tax Return. The Shareholders recognize that a year-to-date income tax return must be prepared and filed for each Company as a result of this transaction and that the Shareholders are primarily responsible for causing the preparation of this return; provided, however, that Buyer shall cause the Company to provide the Shareholders and their authorized representatives with reasonable access to the Company's books and records in order to prepare such return. The Shareholders therefore agree to cause the preparation of these returns in accordance with federal filing requirements, at the Company's expense, and deliver them to the Company in advance to review and file. Buyer and the Company shall be solely responsible for any changes they make to the returns prepared by the Shareholders.
Preparation of Tax Return. The Shareholders recognize that a year-to-date income tax return must be prepared and filed for Target as a result of this transaction and that the Shareholders are primarily responsible for preparing this return. The Shareholders therefore agree to prepare this return promptly after the Closing, at their expense, and deliver it to Target to review and file. Buyers shall be solely responsible for any changes they make to the return prepared by the Shareholders.
Preparation of Tax Return. 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 reasonable efforts to furnish, within 90 days of the close of each taxable year of the Partnership, the tax information reasonably required by Unitholders for federal and state income tax reporting purposes. The classification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for federal income tax purposes. The taxable year of the Partnership shall be the calendar year.
Preparation of Tax Return. The Company shall arrange for the preparation and timely filing of all tax returns and reports required to be filed by it. Authorities and principles applicable under relevant state or local law shall be used in preparing state or local tax returns and reports.
Preparation of Tax Return. The Company, at its expense, agrees to supply the Executive with advice from competent tax counsel as to whether said Executive must reflect and pay an excise tax under Sections 280G and 4999 of the Code on the filing of any federal income tax return of said Executive relating to the period or periods in which said Executive received payments or benefits under this Agreement which may result in the imposition of such an excise tax. If such tax counsel advises that such excise tax must be reflected and paid on such tax return, said Executive agrees to so reflect and pay such tax at which time the Company will reimburse said Executive in accordance with this Section 8. If such tax counsel advises that such excise tax need not be reflected and paid on such tax return, said Executive agrees to prepare and file his tax return in accordance with such advice. In either case the Company shall indemnify said Executive in accordance with Section 8(a) of this Agreement for any subsequent assessment of excise taxes made by the Internal Revenue Service under Section 4999 of the Code in accordance with the provisions of this Section 8.
Preparation of Tax Return. The Shareholders recognize that a year-to-date income tax return must be prepared and filed for the Company as a result of this transaction and that the Shareholders are primarily responsible for preparing this return. The Shareholders therefore agree to prepare this return promptly after the Closing, at their expense, and deliver it to the Company to review and file. Buyer and the Company shall be solely responsible for any changes they make to the return prepared by the Shareholders, provided, however, that no changes shall be made to such return without the prior written consent of the Shareholders, which consent shall not be unreasonably withheld or delayed.
Preparation of Tax Return. Except as otherwise provided herein, any Tax Return described in Section 2.1(a) of this Agreement (but only with respect to Tax Items of Aquila or a member of the Aquila Group), which Tax Return is filed after the date of this Agreement, shall be prepared on a basis consistent with the elections, methods of accounting, positions, conventions and principles of taxation and the manner in which any Tax Item or other information is reported as reflected on the most recently filed prior Tax Returns involving similar matters. The preceding sentence shall not apply if the Filing Party obtains the prior written consent (which consent shall not be unreasonably withheld) of the Non-Filing Party.
Preparation of Tax Return. The Shareholders recognize that a year-to-date income tax return must be prepared and filed for the Company as a result of this transaction and that the Shareholders are primarily responsible for preparing this return. The Shareholders therefore agree to prepare this return promptly after the Closing, at their expense, and deliver it to the Company to review and file. Buyer and the Company shall be solely responsible for any changes they make to the return prepared by the Shareholders and shall indemnify and hold Shareholders harmless of and from any and all additional federal or state tax liability, associated penalties or interest resulting directly or indirectly from such changes and any attorneys' fees or accounting fees of Shareholders related to such federal or state tax liability or interest unless any such changes were due to any fraud, misrepresentation or omission in the original tax return prepared by Shareholder.
Preparation of Tax Return. Notice to the Company The Company, at its expense, agrees to supply the Executive with advice from a tax practitioner as to whether the Executive must reflect an excise tax under Section 4999 of the Code and any state counterparts on the filing of any income tax return of the Executive relating to the period or periods in which the Executive received payments or benefits under this Agreement. If such tax practitioner advises that such excise tax must be reflected on such tax return, the Executive agrees to so reflect and, unless such tax was previously withheld from payments to the Executive, pay such tax and the Company will reimburse the Executive in accordance with Section 4(a) above as soon as practicable after receipt of proof of payment (or, in the case of tax that was previously withheld, proof that such return was filed as required) from the Executive. If such tax practitioner advises that such excise tax need not be reflected on such tax return, the Executive agrees to prepare and file his tax return in accordance with such advice. The Executive shall notify the Company in writing no less than thirty (30) days prior to the time the Executive is required to file each tax return, and shall promptly provide to the tax practitioner selected by the Company such information as it may request in connection with establishing the existence of an obligation to withhold tax pursuant to Section 16 hereof or an obligation pursuant to this Section 4. If the Executive provides such notice and information and prepares the relevant tax return as provided in this paragraph (b), the Company shall indemnify the Executive in accordance with Section 4(a) of this Agreement for any subsequent assessment of Excise Taxes or Attributable Taxes by the IRS or any state taxing authority, and any interest, penalties, and additions to tax directly relating to such Excise Taxes. If the Executive fails to comply fully with the requirements of this paragraph (b), then the Company's obligations will not include indemnification or any interest, penalties or additions to tax. In the event the Executive's liability for Excise Taxes is determined upon audit by the IRS or the relevant state taxing authority, the Company shall pay to the Executive the amount determined in accordance with paragraph (a) and this paragraph (b) at such time as the Company determines that it no longer desires to contest the Executive's liability pursuant to paragraph (c); provided, however, that in all events ...
Preparation of Tax Return. Buyer and Sellers agree that Sellers' Representative and Xxxxx Xxxxxx and Company LLP shall be responsible for preparing and filing the necessary tax returns of the Corporation for the tax year ending June 30, 2002 and for the period beginning July 1, 2002 and ending on the Closing Date. Such returns shall be prepared as soon as practicable (but in no event later than 30 days following) the delivery of the Closing Date Statement and in accordance with applicable Governmental Requirements for tax filings.
