Stub Period Returns Sample Clauses
Stub Period Returns. The Purchaser shall cause to be prepared and filed on a timely basis all Tax Returns for the Corporation for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. The Purchaser shall also cause to be prepared and filed on a timely basis all Tax Returns of the Corporation for periods beginning before and ending after the Closing Date.
Stub Period Returns. Stub Period Returns to be filed for the Transferred Entities shall be prepared in draft form and in accordance with past practice and Applicable Law by the applicable Transferred Entity and such draft Tax Returns shall be forwarded to the Seller for review no later than sixty (60) days prior to the due date for such Stub Period Returns. The Seller shall have a period of thirty (30) days after receipt of such draft Stub Period Returns to review them, and to provide comments in writing to the Purchaser regarding such draft Stub Period Returns specifying therein the reasons for any changes, whereupon:
(a) the Purchaser may but, at the Purchaser’s sole discretion, need not file the Stub Period Returns on a basis that reflects such changes, to the extent such changes do not pertain to the Tax consequences of any transaction or event or transactions or events out of the Ordinary Course of Business of the applicable Transferred Entity; and
(b) the Purchaser shall file the Stub Period Returns on a basis that reflects such changes, to the extent the changes pertain to the Tax consequences of any transaction or event or transactions or events out of the Ordinary Course of Business of the applicable Transferred Entity; provided, however, that if the Purchaser believes any of the required changes are not permitted under Applicable Law, the Purchaser shall notify the Seller in writing no later than ten (10) Business Days after receipt of the Seller’s comments specifying the reasons for such belief. The Parties shall then make reasonable efforts forthwith to resolve any disagreements concerning the Seller’s changes, failing which the provisions of Section 2.9(3) (Tax Dispute Resolution) shall apply mutatis mutandis to the resolution of any such dispute. The Purchaser and the Seller shall cooperate to effect such filings on a timely basis. The Purchaser shall cause the Transferred Entities to timely remit any Taxes shown as owing on such Stub Period Returns. Forthwith after the determination by Purchaser of the amount of Taxes payable by any Transferred Entity in respect of the taxation year ending immediately before the Effective Time, the Purchaser shall provide the Seller with a copy of the calculation of such Taxes. The Purchaser may cause the Transferred Entities to make the election referred to in subsection 256(9) of the ITA and comparable provisions of applicable provincial or territorial legislation and to file such election(s) for the taxation years of the Tran...
Stub Period Returns. The Buyer shall cause each of the Company and the Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file (taking into account any valid extensions of time) all Tax Returns required to be filed by them for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. The Buyer may cause the Company and the Subsidiaries to make the election referred to in subsection 256(9) of the Tax Act, and comparable provisions of applicable provincial or territorial legislation, and to file such election(s) for the Company’s and the Subsidiaries’ taxation year(s) ending immediately before the Closing Time. The Buyer shall also cause each of the Company and the Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by them for periods beginning before and ending after the Closing Date.
Stub Period Returns. The Vendor shall cause to be prepared and Purchaser shall cause to be filed on a timely basis, all Tax Returns for each of the Companies for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. The Vendor shall also cause to be prepared and filed on a timely basis, all Tax Returns of each of the Companies for periods beginning before and ending after the Closing Date. The Vendor and the Purchaser shall cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of each of the Companies for a period ending on, prior to or including the Closing Date and shall preserve such data and other information until the expiration of any applicable limitation period under any applicable law with respect to Taxes.
Stub Period Returns. The Vendor shall cause to be prepared and filed on a timely basis, all Tax Returns for the Company for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. The Purchaser shall cause to be prepared and filed on a timely basis, all Tax Returns for the Company for periods beginning and ending after the Closing Date. The Vendor and the Purchaser shall cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return, including information with respect to the Reorganization, of the Company for a period ending on, prior to or including the Closing Date and shall preserve such data and other information until the expiration of any applicable limitation period under any applicable law with respect to Taxes.
Stub Period Returns. The Purchaser shall cause to be prepared and filed on a timely basis, all Tax Returns for Licensco for any period, including any stub period, which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date and the Vendor shall cooperate and make available to the Purchaser in a timely fashion such data and other information in the Vendor's possession as may reasonably be required for the preparation of any such Tax Returns."
(k) The Purchase Agreement is hereby further amended such that references to "the Vendor" in the definition of "Books and Records" Sections 4.6, 4.7, 4.9, 4.10, 4.11, 4.17, 4.19 and 4.32, subsection 4.33(c) and Section 9.10 shall include and shall be deemed to include references to Licensco.
(l) Section 11.3(a) of the Purchase Agreement is hereby amended to replace the name "Xxxxxxx Xxxxxxx & Xxxxxxxx" with "Goodmans LLP".
Stub Period Returns. The Purchaser will cause to be prepared and filed on a timely basis all Tax Returns for the Corporation for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. The Purchaser will also cause to be prepared and filed on a timely basis all Tax Returns for the Corporation for periods beginning before and ending after the Closing Date (all such Tax Returns together with the Tax Returns referred to in the first sentence of this Section being referred to herein as "Stub Period Returns"). The Vendors will provide reasonable assistance to the Purchaser in causing the preparation and filing of all Stub Period Returns. The Vendors and the Purchaser will co-operate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of all Stub Period Returns and will preserve such data and other information until the expiration of any limitation period applicable to such Stub Period Returns. The Purchaser will provide to the Vendors for their review a copy of the Stub Period Returns and the Vendors will pay to the Purchaser one-half of the costs (including a reasonable allocation of internal costs) of the preparation and filing of such Stub Period Returns.
Stub Period Returns. Buyer shall cause the Acquired Subsidiary to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by them for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. Buyer may cause the Acquired Subsidiary to make the election referred to in subsection 256(9) of the Tax Act, and comparable provisions of applicable provincial or territorial legislation, and to file such election(s) for the Acquired Subsidiary’s taxation year(s) ending immediately before the Closing Time. Buyer shall also cause the Acquired Subsidiary to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by them for periods beginning before and ending after the Closing Date. Seller and Buyer shall cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of the Acquired Subsidiary for a period ending on, prior to or including the Closing Date and shall preserve such data and other information until the expiration of any applicable limitation period under any applicable law with respect to Taxes.
Stub Period Returns. Parent shall, at its cost and expense, cause to be prepared and filed on a timely basis, and shall pay or remit any taxes due on the Closing Date, all Tax Returns for the Company for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. Parent shall also cause to be prepared and filed on a timely basis, all Tax Returns of the Company for periods beginning before and ending after the Closing Date. The Shareholders and Parent shall cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of the Company for a period ending on, prior to or including the Closing Date and shall preserve such data and other information until the expiration of any applicable limitation period under any applicable law with respect to Taxes.
Stub Period Returns. Purchaser's Option if Damage, Etc.............................................. 43 9.8