Tax Filings after the Closing Date Sample Clauses

Tax Filings after the Closing Date. Seller 1 shall prepare, or cause to be prepared, and make, or cause to be made, all Tax filings for the Companies required to be filed by or on behalf of the Companies after the Closing Date for periods including the period ending on the Effective Date. Such Tax filings shall be prepared by Seller 1, subject to the Purchaser’s approval, on a basis consistent with those prepared for prior Tax assessment periods, provided that applicable law so allows. Seller 1 and Purchaser shall fully co-operate in connection with any Tax matter relating to any Tax assessment or time periods ending on or before the Effective Date, including the preparation and filing of any Tax Return and transfer pricing documentation. Such co-operation shall include, without limitation, providing or making available all relevant books, records and documentation and the assistance of officers and employees. KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hamburg, shall be mandated to prepare all Tax filings for the Companies required to be filed by or on behalf of them after the Closing Date for periods including the period ending on the Effective Date.
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Tax Filings after the Closing Date. Purchaser shall cause the relevant Target Companies to prepare and make, when due all Tax filings required to be filed by or on behalf of the Target Companies after the Closing Date, subject, however, in the case of any Tax filings for periods including the period ending on the Closing Date, to the review and prior written approval of Seller (which may not unreasonably be withheld or delayed). To the extent permitted by the respective tax law and at the sole discretion of Seller any available pre-closing tax loss carry forwards or current tax losses incurred up to the Closing Date are to be utilized first with respect to pre-closing periods on any post-closing tax filings including a loss carry back and a loss carry forward of the current tax losses incurred up to (and including) the Closing Date. Tax filings for periods including the period ending on or before the Closing Date shall be prepared on a basis consistent with those prepared for prior Tax assessment periods, except where otherwise required by any Taxing Authority or mandatory Law. Purchaser shall ensure that any Tax filing to be reviewed and approved by Seller will be furnished to Seller no later than 1 (one) month prior to the due date of such Tax filing and will provide cooperation and supporting detail to enable such review. Purchaser shall ensure that all Taxes payable under such Tax filings shall be paid timely.
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Tax Filings after the Closing Date. 8.4.1 The Seller shall prepare all Tax returns for the Company (including Tax returns for Tax groups) required to be filed by or on behalf of the Company after the Closing Date for Tax assessment periods ending prior to or on the Closing Date. The Seller shall provide drafts of such Tax returns to the Purchaser no later than ninety (90) days prior to the relevant due date of such Tax returns, and the Purchaser shall file or cause the Company to file the Tax returns prepared by the Seller not later than thirty (30) days after their receipt. The Tax returns prepared by the Seller shall not be amended or changed by the Purchaser or the Company without the prior review and approval of the Seller (which may not unreasonably be withheld). Such Tax returns shall be prepared on a basis consistent with those prepared for prior Tax assessment periods. In case of any amendments or changes of the Tax returns, the Purchaser shall ensure that any Tax returns to be reviewed and approved by the Seller will be furnished to the Seller no later than thirty (30) days after the Seller has provided the draft Tax returns to the Purchaser. The Seller shall return its comments to the Purchaser within thirty (30) days at the latest. If the Seller and the Purchaser fail to reach an agreement on the contents of the Tax returns, the Tax returns shall be filed according to the instructions of the Seller, except if and to the extent that these instructions do not comply with mandatory law.
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Related to Tax Filings after the Closing Date

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • 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.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Following the Closing Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

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