Tax Elections; Amended Returns Sample Clauses

Tax Elections; Amended Returns. Except in connection with an audit resolved pursuant to Section 6.6(h) of this Agreement, no Party may amend a Tax Return of the Company, or file or amend any Tax election of the Company, in each case, with respect to a taxable period beginning before the Closing Date without the consent of the other Parties, which consent shall not be unreasonably withheld or delayed.
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Tax Elections; Amended Returns. Except in connection with a Proceeding resolved pursuant to Section 6.03(e) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party or Affiliate of a Party may amend or cause the amendment of a Tax Return of the Company, or file or amend any Tax election, or file a Tax Return after the due date thereof, concerning the Company, in each case, with respect to any taxable period that would affect the computation of Pre-Closing Taxes, without the written consent of the Seller, which consent shall not be unreasonably withheld or delayed. The Buyer shall, upon request by the Seller, cooperate in the preparation of and submission to the proper Taxing Authority of any amended Tax Return with respect to the Company for any taxable period beginning before the Closing Date that is necessary to cause such Tax Return to be consistent with adjustments to a Tax Return for any other taxable period proposed by a Taxing Authority or correlative to adjustments of items included in the consolidated federal income Tax Return of the Seller or Tax Returns of its other Affiliates, or that is otherwise required by Applicable Law to be filed.
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Tax Elections; Amended Returns. Except as required by Law, Buyer and its Affiliates shall not and shall not permit or cause (i) the amendment of any income Tax Return of the LLC (or its predecessors) with respect to a taxable period beginning on or before the Closing Date, (ii) the filing or amendment of any Tax election with respect to income Taxes with retroactive effect to a taxable period beginning on or before the Closing Date, or (iii) the filing of an income Tax Return with respect to a taxable period of the LLC (or its predecessors) beginning on or before the Closing Date after the due date thereof, in each case, that would affect the computation of the Tax liability of Seller’s shareholders unless such action is consented to by Seller, which consent shall not be unreasonably withheld. Buyer shall, upon request by Seller, cooperate in the preparation of and submission to the proper taxing authority of any amended income Tax Return with respect to the LLC (or its predecessors) for any taxable period beginning before the Closing Date that is necessary to cause such Tax Return to be consistent with adjustments to a Tax Return of the LLC (or its predecessors) for any other taxable period beginning on or before the Closing Date that is proposed by a taxing authority, or that is otherwise required by law to be filed.
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Tax Elections; Amended Returns. Except consistently with an audit resolved pursuant to Section 5.06(c), neither the Surviving Company nor its affiliates (including the Company and the Subsidiaries after the Merger) may amend a Tax Return of the Company, file or amend any Tax election of the Company, or take any action that would reasonably be expected to increase the Shareholders’ indemnity obligations pursuant to this Agreement or the Shareholder’s Tax liability, in each case, with respect to a taxable period beginning on or before the Effective Time of the Merger without the consent of the Shareholders’ Representative, which consent shall not be unreasonably withheld or delayed. Parent may make an election with respect to the acquisition of the Company pursuant to Section 338(g) or Section 336 of the Code. If Parent makes or causes any such election under section 338(g) or section 336, Parent shall reimburse the Shareholders or their limited partners who are subject to U.S Tax for the Taxes they incur as a result of such election, provided that Ng delivers to Parent within 90 days of the Effective Time of the Merger a determination by Ernst & Young LLP (“EY”) that the Company or any of the Subsidiaries are controlled foreign corporations or passive foreign investment companies for U.S. tax purposes and an estimate of the Tax costs each such Shareholder will incur as a result of such election. Parent shall pay such reimbursement to a Shareholder only to the extent that such Shareholder reports on his or her 2015 Tax Returns income in accordance with the EY conclusion and estimate provided to Parent. Parent shall pay the reimbursements provided for in this section not later than 5 business days before the due dates of such Tax Returns.
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Tax Elections; Amended Returns. Except in connection with an audit resolved pursuant to Section 7.05(e) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party or Affiliate of a Party may amend or cause the amendment of a Tax Return of the Company or any of its Subsidiaries, or file or amend any Tax election, or file a Tax Return after the due date thereof, concerning the Company or any of its Subsidiaries, in each case, with respect to any taxable period that would affect the computation of Pre-Closing Taxes without the written consent of the Representative, which consent shall not be unreasonably withheld or delayed. Parent shall, upon request by the Representative, cooperate in the preparation of and submission to the proper Taxing Authority of any amended Tax Return with respect to the Company or any of its Subsidiaries for any taxable period beginning before the Closing Date which is necessary to cause such Tax Return to be consistent with adjustments to a Tax Return for any other taxable period proposed by a Taxing Authority, or which is otherwise required by law to be filed.
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Tax Elections; Amended Returns. Except in connection with an audit resolved pursuant to Section 6.05(e) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party or Affiliate of a Party may amend or cause the amendment of a Tax Return of the Company or any of its Subsidiaries, or file or amend any Tax election, or file a Tax Return after the due date thereof, concerning the Company or any of its Subsidiaries, in each case, with respect to any taxable period beginning on or before the Closing Date that would affect the amount of any indemnity liability under Section 9.01 without the written consent of the Representative, which consent shall not be unreasonably withheld or delayed. Parent shall, upon reasonable request by the Representative, cooperate in the preparation of and submission to the proper Taxing Authority of any amended Tax Return with respect to the Company or any of its Subsidiaries for any taxable period ending on or before the Closing Date. For this purpose, the Representative’s withholding of consent to the filing or amendment by Parent of any such Tax election or Tax Return shall be determined to be unreasonable only if such amendment is required by law, or Parent shall have agreed to release and hold the Company Stockholders harmless from any increase in Tax liability that would result from such amendment, and the Representative’s request to have Parent file any such amended Tax Return, shall be deemed reasonable unless the reporting position proposed on such amended Tax Return would be one which Parent could reasonably withhold approval of pursuant to the standard in Section 6.05(a)(iii) above.
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Tax Elections; Amended Returns. Except in connection with an audit resolved pursuant to Section 10.9 (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party or Affiliate of a Party may amend or cause the amendment of a Tax Return of the Business or any Acquired Subsidiary, or file or amend any Tax election, or file a Tax Return after the due date thereof, concerning the Business or any Acquired Subsidiary, in each case, with respect to any Pre-Closing Tax Period without the written consent of the Seller, which consent shall not be unreasonably withheld or delayed. The Purchaser covenants that it shall not, nor shall it cause or permit any Acquired Subsidiary to, make any election or deemed election under Section 338 of the Code (or any analogous or similar rules in any relevant domestic or foreign Tax jurisdiction) with respect to the acquisition of the Purchase Assets. The Purchaser shall, upon request by the Seller, cooperate in the preparation of and submission to the proper Governmental or Regulatory Authority of any amended Tax Return with respect to the Business or any Acquired Subsidiary for any taxable period beginning before the Closing Date that is necessary to cause such Tax Return to be consistent with adjustments to a Tax Return for any other taxable period proposed by a Governmental or Regulatory Authority, or that is otherwise required by applicable Law to be filed.
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Tax Elections; Amended Returns. Buyer and BR-NV may not amend or cause the amendment of a Tax Return of BR-NV, in each case, with respect to any taxable period or portion thereof ending on or before the Closing Date without the written consent of Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall, upon request by the Seller Representative, cooperate in the preparation of and submission to the proper Taxing Authority of any amended Tax Return of BR-NV for any taxable period beginning before the Closing Date (i) that is necessary to cause such Tax Return to be consistent with adjustments proposed by a Taxing Authority to a Tax Return for any other taxable period in connection with the resolution of any Tax Proceeding conducted pursuant to Section 7.6(e), (ii) that is otherwise required by Applicable Law to be filed, or (iii) that is reasonably requested by Seller Representative to be filed; provided, in each case, that Parent has provided funds to BR-NV equal to any additional Tax shown as due from BR-NV on such amended return pursuant to its indemnity obligations under Section 8.2(a)(iv).
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Tax Elections; Amended Returns. Except as authorized by Section 8.09(a) or in connection with a proceeding resolved pursuant to Section 8.09(c) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party or Affiliate of a Party may file or amend or cause the amendment of any Tax Return of the Company or any Company Subsidiary, or file, revoke or amend any Tax election with respect to any Tax Return of the Company or any Company Subsidiary, in each case with respect to any taxable period or portion thereof ending on or before the Closing Date, without the written consent of the Trustee, which consent shall not be unreasonably withheld or delayed, unless the Buyer agrees to indemnify and hold harmless the Seller for any such Tax liability. The Buyer shall, upon request by the Trustee, cooperate in the preparation of and submission to the proper taxing authority any amended income Tax Return with respect to the Company or any Company Subsidiary for any taxable period ending on or before the Closing Date.
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Related to Tax Elections; Amended Returns

  • 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.

  • Tax Elections Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including the election under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is the best interests of the Partners.

  • Tax Election This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • 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.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • 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. (b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (c) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

  • 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.

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

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