Responsibility for Tax Returns Sample Clauses

Responsibility for Tax Returns. The Company 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 the Company’s Offering, including all returns for the short taxable year which concludes upon the termination of the Company’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.
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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. (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
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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.
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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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Related to Responsibility for Tax Returns

  • 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 Taxes Regardless of any action the Company or, if different, the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit 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”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to the grant of the Restricted Stock Units, the vesting or settlement of the Restricted Stock Units, the issuance of Shares in settlement of the Restricted Stock Units, the subsequent sale of Shares acquired at vesting and the receipt of any dividends and/or any dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant must pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant hereby authorizes the Company and/or the Employer, or their respective agents, in their sole discretion and without any notice to or additional authorization by the Participant, to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by one or a combination of the following:

  • 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) Parent ----------- ------------------- 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, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Tax Returns Except as set forth on Schedule 3.13:

  • 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.

  • Income Tax Matters (i) 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 Participant, are withheld or collected from Participant.

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

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