Returns: Sellers’ Responsibility Sample Clauses

Returns: Sellers’ Responsibility. Sellers and Purchasers shall cause Company, to the extent permitted by law to join, for all taxable periods ending on or prior to the Closing Date, in (a) the consolidated federal Income Tax Returns of Sellers’ Group and (b) the combined, consolidated, unitary or similar Returns for state, local and foreign Income Taxes with respect to which Company (i) filed such a Return for the most recent taxable period for which a Return has been filed prior to the Closing Date and may file such a Return for subsequent taxable periods or (ii) is required to file such a Return by the applicable taxing authority. Except as provided in Sections 15.2(b) and 15.5, the income, deductions and credits of Company for periods ending on or prior to the Closing Date shall be included in the consolidated federal Income Tax Returns of Sellers’ Group and in such combined, consolidated, unitary or similar Returns where applicable. Sellers shall file, or cause to be filed, all other Returns including any separate Income Tax Returns, relating to the business or assets of Company required to be filed on or before the Closing Date. All Returns described in this Section 15.4 shall be prepared on a basis consistent with those prepared for prior taxable periods unless otherwise required by Law. Sellers may, in their sole and absolute discretion, amend any Tax Return referred to in (a) and (b) above.
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Related to Returns: Sellers’ Responsibility

  • Seller’s Responsibility If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if so requested by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the design of such Warranted Part to the extent of the Seller’s obligation as defined in Clause 12.1.

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  • Tax Responsibility The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.

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  • ALPS’ Responsibilities In connection with its performance of TA Web, ALPS shall:

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  • Rights and Responsibilities of Escrow Agent The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the Escrow Agent's rights, duties, liabilities and immunities.

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  • Signature on Returns; Tax Matters Partner (a) The Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

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