Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return.
(b) The Stockholders shall pay or cause to be paid when due and payable all Taxes with respect to the Company and the Subsidiaries for any taxable period ending on or before the Closing Date and the Purchaser shall so pay or cause to be paid Taxes for any taxable period after the Closing Date (subject to its right of indemnification from the Stockholders by the date set forth in Section 7.04 for Taxes attributable to the portion of any Tax period that includes the Closing Date pursuant to Sections 7.01(a) and 7.01(b)).
Returns and Payments. (a) From the date of this Agreement through the Closing Date, the Seller shall cause the Company to prepare and file in proper form with the appropriate Tax Authority in a timely manner all Returns relating to the Company that are due on or before the Closing Date. The Seller shall cause the Company to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Company. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of Returns in respect of Income Taxes and capital Taxes for the Company's 1996 taxable year, the Seller will cause the Company to provide the Purchaser and its authorized representative a copy of such completed Returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such Returns or the date of filing. The Purchaser shall cause the Company to prepare and file in proper form with the appropriate Tax authority in a timely manner all Returns relating to the Company that are due after the Closing Date. With respect to Returns, other than Returns in respect of Income Taxes, capital Taxes and VAT, caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes with respect to Returns caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns, and the Seller shall reimburse the Purchaser on the due date for such Taxes. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect Purchaser's obligation to cause the Company to timely file any Return. Returns of the Company not yet filed for any taxable period that ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company (except to the extent counsel for the party preparing the return renders a legal opinion that there is no reasonable basis in law therefore or determines that a Return cannot be so prepared and filed without being subject to penalties).
(b) With respect to Returns,...
Returns and Payments. (a) The Company is a taxable person duly registered for the purposes of VAT.
(b) The Company has complied with all statutory provisions, rules, regulations, orders and directions in respect of VAT, has promptly submitted accurate returns, and the Company maintains full and accurate VAT records, has never been subject to any interest, forfeiture, surcharge or penalty nor been given any notice under sections 59 or 64, VATA nor been given a warning within section 76(2), VATA nor has the Company been required to give security under paragraph 4 of Schedule 11, VATA.
(c) VAT has been duly paid or provision has been made in the Accounts for all amounts of VAT for which the Company is liable.
Returns and Payments. 48 8.03. Refunds................................................................48 8.04. Contests...............................................................49 8.05.
Returns and Payments. 49 SECTION 6.04. Refunds........................................................50 SECTION 6.05. Contests.......................................................50 SECTION 6.06. Section 338(h)(10) Election...................................51 SECTION 6.07. Time of Payment................................................51 SECTION 6.08. Cooperation and Exchange of Information........................51 SECTION 6.09. Miscellaneous..................................................52
Returns and Payments. 43 SECTION 7.03. Contests................................................. 44 SECTION 7.04. Time of Payment.......................................... 44 SECTION 7.05. Conveyance Taxes......................................... 44 SECTION 7.06. Miscellaneous............................................ 44 ARTICLE VIII
Returns and Payments. 6.1 Information required from members for the completion of tax returns (including estimated payments, extensions of time, and other required filings) shall be provided by each member according to the schedule reasonably determined by Parent. Payments of tax or liabilities allocated hereunder shall be made at the time and in the manner reasonably determined by Parent. Settlements of tax payments or refunds hereunder may at the reasonable discretion of Parent be made on an estimated basis, but final settlement for any return filed shall be made no later than 30 days after such return is filed except that, where a refund is due from the Government to the Parent, payment by the parent to the appropriate member shall be made within 5 business days of the receipt of the refund. Parent may, in the interest of convenience, net payments due to and from a member or make payment to a member's direct or indirect parent, which shall then promptly make payment to the appropriate member. All payments shall be made in immediately available funds.
6.2 To the extent permitted by law, all tax returns shall be filed using accounting methods and practices consistent with those used in prior periods.
Returns and Payments. The Company shall prepare and file or otherwise furnish to the appropriate Tax authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns, reports or forms relating to the Company and any Subsidiary that are due on or before, or relate to any taxable period ending on or before, the Closing Date. Returns of the Company and any Subsidiary not yet filed for any taxable period that begins before the Closing Date shall be prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company and any Subsidiary (except to the extent counsel for the Company determines there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed or an item so reported without being subject to penalties).
Returns and Payments. From the date of this Agreement through and after the Closing Date, the Seller or the Parent shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Seller, the Parent or the Company renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser, the Parent or the Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules, at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return.
