Separate Company Returns Sample Clauses

Separate Company Returns. Seller shall prepare (or cause to be prepared) and timely file all other Tax Returns with respect to the Company and each subsidiary that are not Consolidated Returns and that are for Tax Periods ending on or before the Closing Date; provided however, that the filing of any such Tax Return shall, except as set forth on Schedule 7.6(b), be subject to the Purchaser's prior written consent, which shall not be unreasonably withheld; provided further that the Purchaser shall consent to the filing of any such Tax Return if such filing would not have a significant adverse effect on the Taxes of the Company or its subsidiaries for any Post-Closing Period. Purchaser shall prepare (or cause to be prepared) and timely file all Tax Returns for any Tax Period ending after the Closing Date that are not Consolidated Returns (the "Purchaser Returns"). If the Seller is obligated under this Agreement to indemnify the Purchaser for any Taxes due with respect to a Purchaser Return, the filing of such Purchaser Return shall be subject to the Seller's prior written consent, which shall not be unreasonably withheld; provided however, that the Seller shall consent to the filing of any such Tax Return if such filing would not have a significant adverse effect on the Taxes of the Company or its subsidiaries for any Pre-Closing Period. Payment of Taxes shown to be due on such Tax Returns shall be made in accordance with Section 7.8 hereof and shall be allocated among the parties in accordance with Section 7.7(b) hereof.
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Separate Company Returns. Seller or its Affiliate shall prepare or cause to be prepared (at Seller’s expense) any other Tax Returns of the Companies required to be filed after the Closing Date for any taxable period ending on or prior to the Closing Date and shall pay all Taxes due with respect thereto. If a Company is permitted under applicable Law to treat the Closing Date as the last day of the taxable period in which the Closing occurs, Seller and Purchaser shall treat (and cause their respective Affiliates to treat) the Closing Date as the last day of such taxable period. All such Tax Returns shall be prepared consistent with the past practices of the applicable Company, except as otherwise required by applicable Law. Seller shall provide a draft of each such Tax Return to Purchaser for its review and comment a reasonable time, and no later than twenty (20) Business Days for any income Tax Return, prior to the due date for filing such Tax Return (including any applicable extensions). Seller shall in good faith consider all reasonable comments received from Purchaser in writing no later than five (5) Business Days prior to the due date for filing such Tax Return, including any applicable extensions. Seller shall deliver the final Tax Return to Purchaser, together with an amount equal to the Taxes shown as due thereon, no later than three (3) Business Days prior to the due date thereof, and Purchaser shall timely file each such Tax Return and timely pay all Taxes shown as due thereon. No such Tax Return shall be filed without Purchaser’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.
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Separate Company Returns. Seller shall prepare (or cause to be prepared) and timely file all Tax Returns with respect to the Company that are not Consolidated Returns and that are required to be filed on or before the Closing Date. Purchaser shall prepare (or cause to be prepared) and timely file all Tax Returns for (a) any Straddle Period or (b) any Pre- Closing Period, that are required to be filed after the Closing Date (the "Purchaser Returns") and that are not Consolidated Returns. Payment of Taxes shown to be due on such Tax Returns shall be made in accordance with Section 5.2 and 5.3 hereof.
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Related to Separate Company Returns

  • Separate Company Taxes In the case of any Tax Contest with respect to any Separate Company Tax, the Company having liability for the Tax shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability.

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

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

  • Tax Returns and Elections The Company shall cause to be prepared and timely filed all federal, state and local income tax returns or other returns or statements required by applicable law. As soon as reasonably practicable after the end of each fiscal year of the Company, the Company shall cause to be prepared and delivered to the Member all information with respect to the Company necessary for the Member’s federal and state income tax returns.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

  • Benefits Perquisites and Expenses Benefits. During the Term, the Executive shall be eligible to participate in (1) each welfare benefit plan sponsored or maintained by the Company, including, without limitation, each life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of the Company, and (2) each pension, profit sharing, retirement, deferred compensation or savings plan sponsored or maintained by the Company, in each case, whether now existing or established hereafter, to the extent that the Executive is eligible to participate in any such plan under the generally applicable provisions thereof. With respect to the pension or retirement benefits payable to the Executive, the Executive's service credited for purposes of determining the Executive's benefits and vesting shall be determined in accordance with the terms of the applicable plan or program. Nothing in this Section 3(c), in and of itself, shall be construed to limit the ability of the Company to amend or terminate any particular plan, program or arrangement. For the purposes of defining years of service, the Executive shall be given credit for his/her years of service with Genesis Health Ventures, Inc.

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

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