Tax and Financial Matters. 6.1 The General Partner hereby agrees to and shall deliver to Assignor drafts of the Partnership’s 2011 federal and state tax returns by approximately March 1, 2012, for the period during which the Assignor was a limited partner, for Assignor’s review prior to preparation of the final tax returns, and if the Assignor has given the General Partner comments, if any, on the draft returns within twenty-one (21) days after the drafts are submitted to Assignor for review, shall deliver to Assignor the final form of such 2011 tax returns by April 10, 2012; provided, Assignor hereby acknowledges that it shall consent for all purposes to the Partnership’s election pursuant to Section 754 of the Internal Revenue Code of 1986, as amended, if so set forth on the Partnership’s 2011 federal income tax return for the period during which the Assignor was a limited partner;
6.2 Assignor consents to the Partnership’s use of the interim closing of the partnership books method as described in Treasury Regulation §1.706-1(c)(2) with respect to all items of gain, loss, income, deduction, or credit in reporting the Partnership’s 2011 taxable income, for the period during which the Assignor was a limited partner, with the closing of the books to occur with respect to the Assignor effective as of the time of the Closing.
6.3 The General Partner shall deliver to the Assignor the audited financial statements of the Partnership for Fiscal Year 2011 by March 31, 2012 in the form required by Rural Development (the U.S. Department of Agriculture).
6.4 If the General Partner shall fail to have prepared and delivered any of the returns or other information required by Sections 6.1 and 6.3, above, then, after written notice to the General Partner and the failure of the General Partner to cure the failure within thirty (30) days after such notice is received, the Assignor may have the returns and other information prepared at the sole cost and expense of the Partnership.
6.5 The General Partner shall, with respect to any matter which could affect the Assignor, give prompt notice to the Assignor of any of the following actions taken by the General Partner, on behalf of the Partnership, and, the General Partner shall, if applicable, permit the Assignor to participate, solely on its own behalf, in any proceedings and/or disputes related to such actions at Assignor’s own expense:
(a) Extension of the statute of limitations for assessing or computing any tax liability against the Partnership (or...
Tax and Financial Matters. (a) Representative shall be responsible for paying all income taxes and other taxes charged to Representative on commissions earned hereunder. All financial and other obligations associated with Representative’s business are the sole responsibility of Representative.
(b) All sums payable by Company hereunder shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any taxes imposed, levied, collected, withheld or assessed by any taxing authority. If Company is required by law to make any tax deduction, withholding or payment from any amount paid or payable by Company to Representative hereunder, then Company will (i) pay the taxes to the taxing authority and (ii) send proof of such payment to Representative. Each party agrees to use reasonable efforts to assist the other party in claiming any legal exemptions from the respective obligation to deduct or withhold tax under double taxation treaties available under applicable double tax treaties or other applicable laws.
Tax and Financial Matters. (a) The Seller and the Purchaser shall procure (to the extent permitted by law) that the Purchaser shall (otherwise than at the cost of the Seller) deal with all matters (including preparing and dealing with all correspondence and any other documentation) relating to the Tax affairs of the Seller in relation to the Business and Assets for all periods commencing on or after 1 May 2021 in respect of which Tax is assessed or charged (each being a “Tax Period”) including any Tax Period of the Seller current at the Transfer Time (or, if later, current at the time on which the last of the Business and Assets transfers under this agreement) until such time as the Seller has been struck off the register at Companies House and dissolved.
(b) If the Seller has not approved a members’ voluntary liquidation by 31 December 2023 as a result of the performance of its obligations under this agreement, the Purchaser shall (otherwise than at the cost of the Seller) deal with all financial affairs of the Sellers in relation to the Business and Assets (and not, for the avoidance of doubt, in connection with the Return of Capital and the Winding Up) (including preparing and dealing with the statutory accounts for the year ended 30 April 2023 and all correspondence and other documentation relating thereto).
(c) In connection with dealing with the Tax or financial affairs of the Seller under clause 18.10(a) and 18.10(b) above, the Purchaser covenants with the Seller that it shall:
(i) provide to the Seller (or its duly authorised agent or representative) (solely in relation to the Business and/or Assets with respect to the period prior to the Transfer Time):
(A) within five Business Days of the receipt thereof, a copy of any material communication from the relevant Tax Authority or Authority received after the Transfer Time by the Purchaser or its duly authorised agent or representative;
(B) not less than ten Business Days before the date of intended submission, or, in the case of any computations or returns, 20 Business Days before the date of intended submission, a copy of any material communication, including statutory accounts, tax returns and computations (together with a copy of any supporting material), which is proposed to be submitted after the Transfer Time to the relevant Tax Authority or Authority, together with details of the date on which the same is intended to be submitted; and
(C) within five Business Days after the despatch of such communication, a copy of any ...
Tax and Financial Matters. Relating to Qualified Decommissioning Funds 5.3
Tax and Financial Matters. The “partnership representative” (as such term is defined in Code Section 6223(a)) is authorized and required to represent the Company, at the Company’s expense, in connection with all examinations of the Company’s affairs by any federal, state, local or foreign taxing authority (a “Taxing Authority”), including any resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The partnership representative will have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. Each Member agrees to cooperate with the partnership representative and to do or refrain from doing any or all things reasonably requested by the partnership representative with respect to the conduct of examinations by Taxing Authorities and any resulting proceedings. Each Member agrees that any action reasonably taken by the partnership representative in good faith in connection with any audits of the Company will be binding upon such Members and that such Member will not independently act with respect to tax audits or tax litigation affecting the Company. The partnership representative has sole discretion to make any income tax election it deems advisable on behalf of the Company. All determinations as to tax and accounting principles will be made solely by the partnership representative. The partnership representative will have no liability or obligation to the Company or to any Member for any decision made in good faith in connection with his, her, or its duties as the partnership representative. The initial “partnership representative” of the Company is set forth on Exhibit A. Within one hundred twenty (120) days after the end of each fiscal year, the Company shall furnish to each Member such information as may be needed to enable such Member to file his or its Federal income tax return, any required state income tax return and any other reporting or filing requirements imposed by any governmental agency or authority.
Tax and Financial Matters. 22 5.8 Acknowledgment.................................................................. 22 5.9
Tax and Financial Matters. From and after the Closing, TBA, on the one hand, and Vail, on the other hand, shall cooperate fully with each other and make available or cause to be made available to each other for consultation, inspection and copying (at such other party's expense) in a timely fashion such personnel, tax data, tax returns and filings, files, books, records, documents, financial, technical and operating data, computer records and other information as may be reasonably required (1) for the preparation by either of them of any tax returns, elections, consents or certificates required to be prepared and filed by such parties or by VAB or Manager or (2) in connection with any audit or proceeding relating to taxes relating to the assets of VAB or Manager. Vail agrees to retain all books and records with respect to tax matters pertinent to VAB or Manager relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority. None of the parties hereto shall cause an election to be made, an accounting for tax purposes to be adopted, or a position to be taken on any tax return, or in any tax proceeding, that is inconsistent with the provisions of this Agreement. In addition, as custodian of the books and records of VAB and Manager as of the Closing Date, Vail, or its authorized representatives, shall be responsible for closing such books and records as of the Closing Date for state and federal income tax and financial reporting purposes. TBA and Vail shall cooperate fully with each other in connection with such closing and Vail shall make available to TBA all financial and income tax data, statements, reports and information relating to such closing of the books and records as of the Closing Date.
Tax and Financial Matters. 3.3.1 All Tax Returns required to be filed by or on behalf of the Company in any country or political subdivision thereof having jurisdiction over the affairs of the Company for all periods in respect of which such filings have heretofore been required, have been duly filed, except for Tax Returns for which the failure to file at the time required to be filed would not have a Material Adverse Change for the Company, and such Tax Returns are true, complete and correct in all material respects.
3.3.2 All Taxes heretofore owing by the Company have been paid or accrued on the books of the Company and there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any income tax return for any period, and all payments where the payment is subject to withholding tax obligations, have been made in accordance with all Applicable Laws in respect of withholding tax.
3.3.3 To the extent that any Taxes have not been paid by the Company, including but not limited to the payment of value added tax in respect of the acquisition by the Company from Randfontein Estates Limited of the hostels and residential properties made available to employees as a fringe benefit for purposes of the Income Tax Act and any tax liability arising from the provision by the Company to employees of the hostels and residential properties as a fringe benefit for purposes of the Income Tax Act, the Sellers warrant that they shall procure that the Company pays such Taxes as soon as is reasonably possible, but in any event prior to the Completion Date.
3.3.4 There is no assessment or reassessments pursuant to which there are amounts owing or discussions in respect thereof with any taxing authority or other Governmental Authority by the Company.
3.3.5 The Company has withheld from each payment made to any directors, officers and employees and former directors, officers and employees, the amount of all Taxes and other deductions required to be withheld therefrom and have paid the same to the proper taxing authority or other Governmental Authority within the time required under any applicable tax legislation.
3.3.6 The Company is not a party to any action or proceeding for assessment or collection of Taxes, nor has such event been asserted or threatened against the Company or its properties or assets, except where such deficiencies, actions or proceedings, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Ad...
Tax and Financial Matters. 15.1 The Company and the Continuing Members agree to cause the Company to close its books as of the close of business on the Closing Date so as to determine the share of each Member’s (as defined in the Operating Agreement) (including GTSI) profits or losses for the period from January 1, 2011 through the Closing Date.
15.2 The Company shall engage Xxxxxxx LLC to perform an audit of financial statements of the Company for the period from January 1, 2011 through the close of business on the Closing Date. The Company shall make such audited financial statements available to GTSI within ninety (90) days after the Closing for inclusion in GTSI’s financial statements and Form 10-K filing with the SEC.
Tax and Financial Matters. (a) Subject to the terms of this Agreement, the Manager shall be responsible for preparing or causing to be prepared all tax and accounting records for the Company. The Manager shall appoint the Accountants to be engaged by the Company. The cost of preparing the Company’s tax return shall be paid by the Company as a Company expense.
(b) Xxxxx shall be the tax matters partner within the meaning of Code Section 6231(a)(7).
(c) The Company may, with the written consent of each Member, make or change material tax elections or consents (and shall do so if required by the Code, Treasury Regulations, or corresponding provisions of state, local, or foreign law), including but not limited to elections relating to accounting periods or methods, the election described in Code Section 754, elections of allocation methods relating to property to which Code Section 704(c) applies, and revaluations of Company property under Treasury Regulations Section 1.704-1(b)(2)(iv)(f). Any Capital Account adjustments resulting from such elections or consents (e.g., adjustments under Treasury Regulations Section 1.704-1(b)(2)(iv)(f) or (m)) shall be made so as to preserve the economic arrangement of the Members as otherwise described herein.
