Responsibility for Tax Returns Sample Clauses

Responsibility for Tax Returns. Corporation shall file all tax returns required to be filed by it with respect to all periods for which returns shall become due after the closing of Corporation's initial public offering, including all returns for the short taxable year which concludes upon the termination of Corporation's S election.
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Responsibility for Tax Returns. The Company will be responsible for the preparation, signing and filing of all tax returns and the maintenance of all books and records of each member of the Portfolio Group.
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Responsibility for Tax Returns. Parent is responsible for the preparation and timely filing of all Tax Returns to be filed after the Closing Date. All Tax Returns with respect to Pre-Closing Taxes (a “Pre-Closing Tax Return”) shall be prepared on a basis consistent with the most recent Tax Returns of the Company unless Parent determines that there is no reasonable basis for such position. At least 20 days prior to the due date for filing any Pre-Closing Tax Return or Straddle Period Tax Return, Parent shall provide the Stockholders’ Representative with a draft of such Tax Return, if and only if Taxes are owed, and a statement of any Taxes owed in connection with the filing of such Tax Return. Parent shall make such changes to the portions of such Tax Returns that relate solely to the Pre-Closing Taxes as the Stockholders’ Representative may reasonably request.
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Responsibility for Tax Returns. (i) CapturePoint shall prepare and timely file (taking into account any applicable extensions), or shall cause to be prepared and timely filed (taking into account any applicable extensions), all Tax Returns in respect of the CC Assets and the Site that are required to be filed (taking into account any extension) on or before the Closing Date and shall timely pay, or cause to be timely paid, all Taxes due on such Tax Returns. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with applicable past practices, except as required by Applicable Law. (ii) In accordance with the Project Company LLC Agreement, Seller shall cause the Project Company to prepare and timely file (taking into account any applicable extensions), or cause to be prepared and timely filed (taking into account any applicable extensions), all Tax Returns in respect of the CC Assets and the Site that are required to be filed (taking into account any extension) after the Closing Date and shall timely pay, or cause to be timely paid, all Taxes due on such Tax Returns. If any such Tax Return relates to Taxes that are the responsibility of any Seller Related Party under Section 9.12(d), Seller shall cause the Project Company to deliver at least ten days prior to the due date thereof a copy of the Tax Return to Seller and Investors for their review and comment (which comments, if received in writing at least five days prior to the due date thereof, Seller shall cause the Project Company to consider in good faith). Seller shall cause the Project Company to deliver to Investors and Seller at least two days prior to the due date of any Tax Return described in the immediately preceding sentence a copy of the final version of such Tax Return (provided that the failure to do so will not relieve Seller from its liability hereunder), and Seller shall promptly pay to the Project Company any Taxes due thereon that are the responsibility of Seller under Section 9.12(d).
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Responsibility for Tax Returns. Seller shall be responsible for all Tax Returns and shall also be responsible for or may enjoy all tax liabilities and/or benefits of the Company incurred through the Closing Date, as allowable by Applicable Law. Buyer shall be responsible for filing all periodic Tax Returns required under Applicable Law for periods ending after the Closing Date. In the case of any taxable period that includes the Closing Date, the rights and obligations of the Parties shall be based upon an interim closing of the books as of the close of business of the Closing Date consistent with the above.
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Responsibility for Tax Returns. Vivint will be responsible for the preparation and filing of all tax returns and the maintenance of all books and records of each member of the Portfolio Group. At the request of Blackstone, Vivint will also prepare and file tax returns for 313 Acquisition and any other entity the equity of which is or was distributed, prior to the consummation of the Merger, to the stockholders of Legacy Vivint.
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Responsibility for Tax Returns. (i) Shareholders shall file or cause to be filed when due all Tax returns that are required to be filed by or with respect to the Companies and Subsidiary on or before the Closing Date (taking into account all extensions permitted by applicable law) and Shareholders shall remit or cause to be remitted to the appropriate taxing authority any Taxes due in respect of such Tax returns, and Purchaser shall file or cause to be filed when due all Tax returns that are required to be filed by or with respect to the Companies and Subsidiary after the Closing Date (taking into account all extension permitted by applicable law) and Purchaser shall remit or cause to be remitted to the appropriate taxing authority any Taxes due in respect of such Tax returns. Notwithstanding the preceding sentence, Shareholders shall file or cause to be filed the federal (and, in jurisdictions in which consolidated, combined or unitary income Tax returns are filed, state and local) income Tax returns for the Straddle Year and shall remit or cause to be remitted to the appropriate taxing authority any Taxes due in respect of such Tax returns. Any Tax return required to be filed by Shareholders or Purchaser pursuant to this Section 9.3(b) relating in whole or in part to Taxes for which the other party(ies) may be liable pursuant to the provisions of Section 9.3(a) or its representations set forth in Section 3.7 shall be submitted to the other party for the other party's approval not later than 30 days prior to the due date for the filing of such Tax return (taking into account all extensions permitted by 59 71 applicable law); except that the material to be submitted by Shareholders or Purchaser may be limited to the results of operations of the Companies and Subsidiary. All Tax returns which Shareholders or Purchaser are required to file or cause to be filed in accordance with this Section 9.3(b) shall, to the extent permitted by applicable law, be prepared and filed in a manner reasonably consistent with past practice. (ii) None of Purchaser or any Affiliate of Purchaser shall (or shall cause or permit the Companies or Subsidiary to) amend, refile or otherwise modify any Tax return relating in whole or in part to the Companies or Subsidiary with respect to any Taxable year or period ending on or before the Closing Date without the prior written consent of Shareholders, which consent may be withheld in the sole discretion of Shareholders. None of Shareholders, the MEC Group or any of the...
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Responsibility for Tax Returns. (A) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies for all periods ending on or prior to the Closing Date which are filed after the Closing Date other than Income Tax Returns with respect to periods with respect to which the Company was a subchapter S corporation or LLC taxed as a partnership or disregarded entity. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. Sellers shall reimburse Buyer for Taxes of the Companies with respect to such periods within fifteen (15) days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the First Merger Closing Adjusted Working Capital Statement, the LLC Closing Adjusted Working Capital Statement or the Pre-Closing Financial Statements of any of the Companies. Sellers shall be responsible (with Buyer’s cooperation as hereinafter expressly provided) for causing the timely filing of all Income Tax Returns required by law to be filed by the Companies with respect to periods ending on or prior to the Closing Date with respect to which the Company was a subchapter S corporation or LLC taxed as a partnership or disregarded entity, and for causing the timely payment of all Taxes due and payable under such Tax Returns, and (B) Sellers shall be responsible (with Buyer’s cooperation as hereinafter expressly provided) for causing the timely filing of all Tax Returns required by law to be filed by the Companies with respect to periods ending on or prior to the Closing Date, and for causing the timely payment of all Taxes due and payable under such Tax Returns, and (B) Buyer shall be responsible for the timely filing of all Tax Returns required by law to be filed by the Companies with respect to periods after the Closing Date (including the Straddle Period Tax Returns), and for the timely payment of all Taxes due and payable under such Tax Returns (except as otherwise required under Section 11.4 (a) and (b)). All such Tax Returns shall be true, correct and complete in all material respects and accurately set forth all items to the extent required to be reflected or included in such Tax Returns by applicable federal, state, local or foreign Tax Laws. Sellers agree that they shall make (or h...
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Related to Responsibility for Tax Returns

  • Responsibility for Filing Tax Returns (a) Sellers shall prepare, or cause to be prepared, in a timely manner, all income Tax Returns of each Acquired 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 each Acquired 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 each Acquired Company any Taxes due from such Acquired Company on that Tax Return. (b) Buyer shall after the Closing prepare and file, or cause to be prepared and filed, Tax Returns of each Acquired 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 each Acquired 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 each Acquired Company the Taxes due for the period prior to and including the Closing Date from such Acquired Company on that Tax Return.

  • Responsibility for Taxes This provision supplements Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Service Recipient, the ultimate liability for all income tax, excise tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Withholding Taxes. (c) Finally, the Participant agrees to pay to the Company or the Service Recipient, any amount of the Withholding Taxes that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Withholding Taxes. (d) Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Liability for Taxes (i) Seller shall be liable for and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from (A) Taxes imposed on the Company or for which the Company may otherwise be liable as a result of having been a member of a Company Group (including Taxes for which the Company may be liable pursuant to Treasury Regulation § 1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the ceasing to be a member of any Company Group) and (B) Taxes imposed on the Company or for which the Company may otherwise be liable for any taxable year or period that ends on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date (the “Pre-Closing Tax Period”), except, in each case, to the extent such Taxes were included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. (ii) For purposes of paragraph (a)(i), whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date, provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as property Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. (iii) Seller shall be entitled to the amount of any refund or credit of Taxes of the Company (including any interest relating thereto) with respect to a Pre-Closing Tax Period to the extent such Taxes were paid by the Company prior to the Closing or by a Seller after the Closing pursuant to Section 8.2(a) or ARTICLE XI which refund or credit is actually recognized by Buyer or its Affiliates (including the Company) after the Closing, net of any cost to Buyer and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date or such refund or credit was included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to the prior sentence within fifteen (15) days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries. To the extent requested by Seller, Buyer will reasonably cooperate with Seller in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Body, Seller agrees promptly to repay the amount of such refund or credit to Buyer. Buyer shall be entitled to any refund or credit with respect to Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to the Company and, to the extent such refund is actually received by Seller or its Affiliates, any such refund or credit shall be paid by Seller to Buyer within fifteen (15) days of the receipt of such refund by Seller. Buyer shall be entitled to any refund or credit included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Buyer and Seller shall take reasonable steps as may be requested by the other Party to obtain any refund or credit to which such Party is entitled under this subparagraph (iii). (iv) Buyer shall be liable for and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless Seller from and against any and all Losses incurred by Seller in connection with or arising from any real property transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement.

  • Responsibility for Charges 4.1 CBB shall be responsible for and pay to Verizon all charges for any Telecommunications Services provided by Verizon or provided by persons other than Verizon and billed for by Verizon, that are ordered, activated or used by CBB, CBB Customers or any other persons, through, by means of, or in association with, Telecommunications Services provided by Verizon to CBB pursuant to this Resale Attachment. 4.2 Upon request by CBB, Verizon will provide for use on resold Verizon retail Telecommunications Service dial tone lines purchased by CBB such Verizon retail Telecommunications Service call blocking and call screening services as Verizon provides to its own end user retail Customers, where and to the extent Verizon provides such Verizon retail Telecommunications Service call blocking services to Verizon’s own end user retail Customers. CBB understands and agrees that certain of Verizon’s call blocking and call screening services are not guaranteed to block or screen all calls and that notwithstanding CBB’s purchase of such blocking or screening services, CBB’s end user Customers or other persons ordering, activating or using Telecommunications Services on the resold dial tone lines may complete or accept calls which CBB intended to block. Notwithstanding the foregoing, CBB shall be responsible for and shall pay Verizon all charges for Telecommunications Services provided by Verizon or provided by persons other than Verizon and billed for by Verizon in accordance with the terms of Section 4.1 above.

  • Tax Returns (a) Parent shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns required to be filed for taxable periods of each Business Entity other than Aleris Germany ending on or before the Closing Date, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. To the extent such Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in the calculation of Net Working Capital, Parent shall provide Buyer with written notice of such payment, and within ten (10) Business Days of receipt of such written notice of payment, Buyer shall reimburse Parent for such Taxes. No later than ninety (90) days after the Closing Date, Buyer shall cause each Business Entity to furnish to Parent Tax information relating to such Business Entity, consistent with the past practice and custom of Sellers and such Business Entity. (b) Buyer shall procure that Aleris Germany (i) shall instruct a German tax adviser selected by Parent to prepare (observing comments and instructions of the Parent) all annual Tax Returns required to be filed for taxable periods of Aleris Germany ending on or before the Closing Date, (ii) shall review and sign off on the draft Tax Returns and (iii) instruct the tax adviser to file such Tax Returns when due. Parent shall pay or cause to be paid any Taxes due and payable by Aleris Germany in respect of such Tax Returns (except to the extent such Taxes (including Taxes treated as Transaction Expenses) are taken into account as liabilities in the calculation of Net Working Capital). No later than ninety (90) days after the Closing Date, Buyer shall cause Aleris Germany to furnish to Parent and the tax adviser Tax information relating to it, consistent with the past practice and custom of the Sellers and Aleris Germany. (c) Except as provided in Section 6.03(a), Section 6.03(b) and Section 6.03(e), Buyer shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns required to be filed by any Business Entity, and shall pay or cause to be paid any Taxes due in respect of such Tax Returns. (d) Any Tax Return required to be filed with respect to a Straddle Period of any Business Entity shall be prepared in accordance with the past practice and custom of Sellers and such Business Entity and shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Parent for Parent’s written approval not less than thirty (30) days prior to the due date for the filing of such Tax Return, which written approval shall not be unreasonably withheld, conditioned or delayed. Parent shall have the option of providing to Buyer, at any time at least fifteen (15) days prior to the due date, written instructions as to the manner in which any, or all, of the items for which it may be liable hereunder shall be reflected on such Tax Return. Buyer shall, in preparing such Tax Return, cause the items for which Parent may be liable hereunder to be reflected in accordance with Parent’s instructions, to the extent permitted by Law. (e) The Person required by applicable Law to file any Tax Returns or other documentation with respect to any Transfer Taxes shall prepare and file such Tax Returns or other documentation and pay the Taxes due with respect thereto. Parent and Buyer shall each, and shall each cause their Affiliates to, cooperate in the timely preparation and filing of, and join in the execution of, any such Tax Returns and other documentation. (f) To the extent a party pays Taxes pursuant to this Section 6.03 for which such party is not responsible under Section 6.01, the paying party shall, in good faith, provide the other party’s representative (Parent or Buyer, as the case may be), with written notice of such payment, and within ten (10) Business Days of receipt of such written notice of payment, the non-paying party’s representative shall reimburse the paying party for the non-paying party’s share of the paid Taxes.

  • Responsibility for Property Except as expressly set forth in Section 3.25, Contractor shall limit its operations to the Stage 2 Site. Contractor shall plan and conduct its operations so that neither Contractor nor any of its Subcontractors or Sub-subcontractors shall (i) enter upon lands (other than the Stage 2 Site and Off-Site Rights of Way and Easements) or waterbodies in their natural state unless authorized by the appropriate owner or entity; (ii) close or obstruct any utility installation, highway, waterway, harbor, road or other property unless Permits are obtained and authorized by the appropriate entity or authority; or (iii) disrupt or otherwise interfere with the operation of any portion of any pipeline, telephone, conduit or electric transmission line, ditch, navigational aid, dock or structure unless otherwise specifically authorized by the appropriate entity or authority. The foregoing includes damage arising from performance of the Work through operation of Construction Equipment or stockpiling of materials. If damage occurs to Subproject 1 or Subproject 2 prior to substantial completion of such applicable Subproject 1 or Subproject 2, liability for such damage shall be governed by the Stage 1 EPC Agreement.

  • 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. Each Limited Partner shall promptly provide the General Partner with such information relating to any Contributed Property contributed by such Limited Partner to the Partnership.

  • Income Tax Matters (a) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Grantee, are withheld or collected from Grantee. (b) The Company shall reasonably determine the amount of any federal, state, local or other income, employment, or other taxes which the Company or any of its affiliates may reasonably be obligated to withhold with respect to the grant, vesting, or other event with respect to the Restricted Stock Units. The Company may, in its sole discretion, withhold a sufficient number of shares of Common Stock in connection with the vesting of the Restricted Stock Units at the Fair Market Value of the Common Stock (determined as of the date of measurement of the amount of income subject to such withholding) to satisfy the minimum amount of any such withholding obligations that arise with respect to the vesting of such Restricted Stock Units. The Company may take such action(s) without notice to the Grantee, and the Grantee shall have no discretion as to the satisfaction of tax withholding obligations in such manner. If, however, any withholding event occurs with respect to the Restricted Stock Units other than upon the vesting of such Restricted Stock Units, or if the Company for any reason does not satisfy the withholding obligations with respect to the vesting of the Restricted Stock Units as provided above in this Section 8(b), the Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other compensation payable to the Grantee the minimum amount of any such withholding obligations. (c) The Restricted Stock Unit Award evidenced by this Agreement, and the issuance of shares of Common Stock to the Grantee in settlement of vested Restricted Stock Units, is intended to be taxed under the provisions of Section 83 of the Code, and is not intended to provide and does not provide for the deferral of compensation within the meaning of Section 409A(d) of the Code. Therefore, the Company intends to report as includible in the Grantee’s gross income for any taxable year an amount equal to the Fair Market Value of the shares of Common Stock covered by the Restricted Stock Units that vest (if any) during such taxable year, determined as of the date such Restricted Stock Units vest. In furtherance of this intended tax treatment, all vested Restricted Stock Units shall be automatically settled and payment to the Grantee shall be made as provided in Section 1(c) hereof, but in no event later than March 15th of the year following the calendar year in which such Restricted Stock Units vest. The Grantee shall have no power to affect the timing of such settlement or payment. The Company reserves the right to amend this Agreement, without the Grantee’s consent, to the extent it reasonably determines from time to time that such amendment is necessary in order to achieve the purposes of this Section.

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