Return Filings Sample Clauses

Return Filings. For any taxable period of the Transferred Entities that includes (but does not end on) the Closing Date, the Purchaser shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities all Tax Returns required to be filed and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that upon notification by the Purchaser of any amount owed by the Seller pursuant to Section 9.01(a) with respect to the taxable periods covered by such Tax Returns, the Seller shall remit such amount to the Purchaser at least five days before such Tax Return is due. In the case of any Tax Return for any taxable period of the Transferred Entities that ends on or before the Closing Date (other than consolidated, combined or unitary Tax Returns), the Seller shall timely prepare, on a basis consistent with the past practices of the Business, and shall deliver such Tax Return to the Purchaser at least ten days prior to the date on which such Tax Return is required to be filed with the appropriate Taxing Authority for the review and approval of the Purchaser, which shall not be unreasonably withheld, delayed or conditioned. If the Purchaser disputes any item on such Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection. Such parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If such parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to the Seller and the Purchaser. The fees and expenses of such accounting firm shall be borne equally by the Seller and the Purchaser. The Seller shall timely file with the appropriate Taxing Authorities all such Tax Returns required to be filed on or prior to the Closing Date and shall fully pay all Taxes due and payable in respect of such Tax Returns. The Purchaser shall timely file (or cause to be filed) with the appropriate Taxing Authorities all such Tax Returns required to be filed after the Closing Date, and the Seller shall pay all Taxes due with respect to such Tax Returns by remitting the amount due to the Purchaser at least five days before such Tax Return is due. Neither the Purchaser nor its affiliates (including the Transferred Entities) shall amend any prior Tax Return of any of the Transferred Entities for any Pre-Closing Tax Period without the prior wri...

Return Filings. For any taxable period of the Transferred Entities that includes (but does not end on) the Closing Date, the Purchaser shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities all Tax Returns required to be filed on a basis consistent with past practices of the Business and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that the Seller shall pay the Purchaser at least five days before such Tax Return is due any amount owed by the Seller pursuant to Section 9.01(a) with respect to the taxable periods covered by such Tax Returns. For any taxable period of the Transferred Entities that ends on or before the Closing Date, the Seller shall timely prepare and file with the appropriate Taxing Authority all Tax Returns required to be filed; provided that if such Tax Return is required to be filed by a Transferred Entity after the Closing Date, the Seller shall deliver such Tax Return to the Purchaser which shall sign and file such Tax Return; and provided further that any such Tax Return described in this sentence shall be prepared, on a basis consistent with the past practices of the Business and in accordance with applicable Law. The Seller shall pay all Taxes due with respect to such Tax Returns and, if such Tax Return is to be filed by the Purchaser, shall pay the Purchaser at least five days before such Tax Return is due any amount shown as due on such Tax Return.

Return Filings. The Company and the Subsidiaries shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filed by them and shall pay all Taxes due with respect to such Tax Returns.

Return Filings. The Sellers or their designee shall prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the appropriate Taxing Authority all necessary Tax Returns of or which include or relate to the Business for Pre-Closing Tax Periods that are required to be filed (including extensions) on or prior to the Closing Date (including all Tax Returns the Companies file jointly with a Seller or any of its affiliates (other than the Companies)). The Sellers shall pay or shall cause to be paid any and all Taxes due with respect to such Tax Return filings.

Return Filings. The Surviving Corporation shall prepare and timely file or cause to be timely filed all Returns required to be filed by or with respect to the Company for (i) taxable years or periods ending on or prior to the Closing Date, the due date for filing of which (taking into account extensions) is after the Closing Date, and (ii) taxable years or periods including, but ending after, the Closing Date (any such period, a “Straddle Period”) (with payment of Taxes in respect of such Returns to be made by the Surviving Corporation). Any such Returns shall be prepared and filed in a manner consistent with past practices employed by the Company with respect to the Company and the Company Subsidiaries, including the jurisdictions in which such Returns are filed, except to the extent counsel for the Surviving Corporation determines there is no reasonable basis in Law therefor. The Stockholders’ Representative shall be entitled to review any such Returns at least thirty (30) days prior to filing and may make reasonable revisions thereto at least ten (10) days prior to filing.

Return Filings. The Surviving Company shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns required to be filed after the Closing Date by or with respect to the Company. The Surviving Company shall provide the drafts of any such Tax Returns relating to a taxable period ending on or before the Closing Date to the Representative at least thirty (30) days prior to the filing due date, and the Representative may review and propose reasonable revisions to any such Tax Returns as long as such proposed revisions are provided to the Surviving Company at least five (5) days prior to the due date for filing such returns. Any such Tax Return shall be prepared and filed in a manner consistent with past practices employed by the Company with respect to the Company, unless otherwise required by applicable Law.

Return Filings. For any taxable period of Career Services or Westech that includes (but does not end on) the Closing Date, BrassRing shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that Central shall reimburse BrassRing (in accordance with Sections 8.02 and 8.08) for any amount owed by Central pursuant to Sections 8.02 and 8.08 with respect to the taxable periods covered by such Tax Returns. For any taxable period of Career Services or Westech that ends on or before the Closing Date, Central shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed, and shall pay all Taxes due with respect to such Tax Returns; provided, however, that (i) at least 60 days prior to the due date for filing any such Tax Returns (taking into account any applicable extensions), Central shall furnish BrassRing with all schedules relating to Career Services and Westech that are filed with such Tax Returns for BrassRing's review and comment and (ii) no such Tax Returns shall be filed with any Taxing Authority without BrassRing's prior written consent. Any Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of Career Services and Westech, as appropriate, and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). All Tax Returns for the period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Taxing Authority will not accept such a Tax Return. 57 52

Return Filings. (i) Purchaser shall prepare and timely file or cause to be timely filed all Returns required to be filed by or with respect to the Company for (x) taxable years or periods ending on or prior to the Closing Date, the due date for filing of which (taking into account extensions) is after the Closing Date, and (y) taxable years or periods including, but ending after, the Closing Date (any such period, a "Straddle Period"), and shall remit any Taxes due in respect of such Returns. (ii) Purchaser shall provide the Shareholders' Representative with a copy of any Return for a taxable period that precedes the Closing Date, or includes the Closing Date and also includes Taxes for which the Signing Shareholders may be liable at least twenty (20) days prior to the due date for filing the Return (including extensions). The Shareholders' Representative shall have the right to object to such Return within ten (10) days of receipt of such Return only on the grounds that such Return is inconsistent with applicable Law or shifts Taxes from the post-acquisition to the pre-acquisition period. If the Shareholders' Representative objects to a Return, the Shareholders' Representative and Purchaser agree to use their best efforts to resolve the dispute. Any dispute not resolved within twenty (20) days after an objection shall be submitted to the Independent Accountant. The Independent Accountant's review shall be limited to the disputed item and shall be concluded within ten (10) days. Each party shall bear fifty percent (50%) of the cost of such Independent Accountant, except that the Shareholders' Representative shall bear the full cost if there are no material adjustments to such Return or Purchaser shall bear the full cost if there are material adjustments to such Return.

Return Filings. For any taxable period of the Company or any Subsidiary that ends on or before the Closing Date, Seller shall be responsible for timely preparing and filing with the appropriate authorities all Federal Income Tax Returns (including amended Returns required to be filed as a result of examination adjustments) and all other Tax Returns with respect to Income Taxes for which the Company or any Subsidiary is a member of an Affiliated Group, each of which shall be prepared in a manner consistent with past practice except to the extent required by law, and shall pay all Taxes due with respect to such Tax Returns (including as a result of an audit or examination of any such Tax Return). Purchaser shall be responsible for preparing and filing with the appropriate authorities all other Tax Returns of the Company or any Subsidiary and shall pay all Taxes due with respect to all other such Tax Returns.

Return Filings. The Company and each Subsidiary shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed prior to the Closing Date taking into account any applicable extensions, and shall pay all Taxes due with respect to such Tax Returns; provided, however, that (i) at least 30 days prior to the due date for filing any material Tax Returns (taking into account Table of Contents any applicable extensions), Seller shall furnish Parent with a completed copy of each material Tax Return for review and comment by Parent and (ii) no such material Tax Returns shall be filed with any taxing authority without prior written consent of Parent (which shall not be unreasonably withheld). Any Tax Return described in the preceding sentence shall be true, correct and complete in all material respects. For purposes of this Section 5.7(a)(i) and (ii), material Tax Returns shall include all Tax Returns other than VAT returns.