Responsibility for Filing Tax Returns Sample Clauses
The "Responsibility for Filing Tax Returns" clause assigns the duty of preparing and submitting required tax returns to a specific party, typically clarifying who is accountable for compliance with tax laws. This clause may specify which taxes are covered, such as income, sales, or employment taxes, and can outline deadlines or procedures for filing. Its core function is to ensure that there is no ambiguity regarding tax compliance obligations, thereby reducing the risk of penalties or disputes between parties over who must handle tax filings.
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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 ▇▇▇▇▇▇▇ 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).
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Responsibility for Filing Tax Returns. (a) Sellers shall prepare, or cause to be prepared, in a timely manner, all income Tax Returns of the Company that are due after the Closing with respect to any taxable period ending prior to or ending on and including the Closing Date; provided, however, that any such Tax Return shall be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of the Company. Sellers shall deliver to Buyer draft copies of each such Tax Return prior to the date for filing that Tax Return. Sellers shall make all changes in each such Tax Return reasonably requested by Buyer. Buyer shall cause each such Tax Return to be appropriately signed and filed, and Sellers shall pay to the Company any Taxes due from the Company on that Tax Return.
(b) Buyer shall after the Closing prepare and file, or cause to be prepared and filed, Tax Returns of the Company for any period beginning prior to the Closing Date and ending after the Closing Date (a “Straddle Period”). Any such Tax Return shall be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of the Company. Buyer shall deliver to Sellers draft copies of each such Tax Return at least thirty (30) days prior to the date for filing that Tax Return. Buyer shall make all changes in each such Tax Return reasonably requested by Sellers. Sellers shall pay to the Company the Taxes due for the period prior to and including the Closing Date from the Company on that Tax Return.
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.
Responsibility for Filing Tax Returns. Except as provided in Section 5.12, Parent 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.
Responsibility for Filing Tax Returns. Sellers shall prepare or cause to be prepared at Sellers’ cost and file or cause to be filed the income Tax Returns related to the Pre-Closing Period, but shall provide a copy of such return to Buyer at least ten (10) days prior to the filing deadline and give Buyer an opportunity to provide comments with respect to such Tax Returns. Buyer shall prepare or caused to be prepared at Buyer's cost and file or caused to be filed all other Tax Returns for the Company which are filed after 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 Target for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make sure changes as are reasonably requested by Sellers. To the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other tax items for such periods on Sellers’ Tax Return in a manner consistent with the Schedule K-1 prepared by Target for such periods.
Responsibility for Filing Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company which are filed after the Closing Date. If any Tax return prepared and filed pursuant to this Section 7.4.3 reflects a Tax liability that could be imposed on Sellers pursuant to this Agreement, Buyer shall deliver such Tax return to Sellers for review and comment at least twenty (20) business days prior to the due date of such Tax return. If exceptions or objections are noted by Sellers with respect to any position taken by Buyer or the Company on such Tax return, Buyer and the Seller Representative (and/or any representative selected by Seller Representative) shall meet to resolve the dispute. If the dispute has not been resolved within ten (10) business days prior to the due date of such Tax return, then the disputed issues shall be submitted to one of the "Big Five" accounting firms with which neither the Seller Representative nor the Buyer has a prior relationship (also referred to herein as, the "Accountants") for resolution. If the disputed issues are submitted to the Accountants for resolution: (i) the Buyer and the Sellers will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may reasonably request and are available to such party (or its accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a written notice delivered to the parties within ten (10) business days following submission of the dispute to the Accountants, will be binding and conclusive on the parties; and (iii) Buyer, on the one hand, and Sellers, on the other hand, will each bear 50% of the fees of the Accountants for such determination; provided, however, that if either the Buyer, on the one ----------------- hand, or the Sellers, on the other hand, is determined by the Accountants (which determination must be made if requested by either the Company or the Sellers) to be the substantially prevailing party (based on the difference between the position of such party as initially submitted to the Accountants and the Accountants' ultimate determination), then the losing party shall bear the substantially prevailing party's portion of the Accountants' fees (and shall promptly reimburse the substantially prevailing party for an...
Responsibility for Filing Tax Returns. The Seller shall timely prepare or cause to be prepared and file or cause to be filed, all Tax Returns with respect to the Acquired Subsidiary that are (i) required to be filed on or before the Closing Date; or (ii) filed on consolidated, unitary or combined basis with the Seller or any of its Affiliates. The Purchaser shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns for the Acquired Subsidiary that are required to be filed after the Closing Date. The Purchaser shall permit the Seller to review and comment on such Tax Returns described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. In accordance with Section 17.02 of the Master Purchase Agreement, the Seller shall pay to the Purchaser an amount equal to the portion of the Taxes shown on such Tax Returns that are attributable to the Tax periods or portions thereof ending on or before the Closing Date (pursuant to the allocation method described in Section 17.02 of the Master Purchase Agreement) but only to the extent that such Taxes were not paid by the Acquired Subsidiary prior to the Closing Date.
Responsibility for Filing Tax Returns. Sellers shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns for the Company for any taxable period ending on or prior to the Closing Date if the due date of such Income Tax Return (taking into account valid extensions of time to file) is after the Closing Date, but only if not filed on or prior to the Closing Date (the “Seller Returns”). All Seller Returns shall be prepared in accordance with the past practice of the Company except as required by applicable law. Sellers shall provide Buyer with a copy of each Seller Return at least thirty (30) days prior to the deadline for filing such Seller Return (or, if required to be filed within thirty (30) days of the Closing Date, as soon as reasonably practicable following the Closing). During the period prior to the filing deadline, Buyer shall be permitted to review and comment on each Seller Return and to communicate with Sellers regarding any questions or comments to such Seller Return. Following the Closing, Sellers and Buyer agree to use good faith efforts to resolve any dispute relating to any such Seller Return sufficiently in advance of the applicable filing deadline to permit the timey filing of such Seller Return. 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 other than the Tax Returns referenced in the preceding sentence.
Responsibility for Filing Tax Returns. Parent shall prepare and file (or cause to be prepared and filed) all Tax Returns for the Company Entities which are filed after the Closing Date. Prior to filing such Tax Returns, Parent (i) shall deliver copies to the Stockholders’ Representative, (ii) shall allow the Stockholders’ Representative a reasonable amount of time to review and comment upon such Tax Returns and (iii) shall resolve in good faith any reasonable comments or concerns raised by the Stockholders’ Representative.