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Tax Groups Sample Clauses

Tax Groups. 5.6.1 Each Seller shall take all reasonable steps to procure that any Tax Group existing between any member of that Seller’s Group and any GlaxoSmithKline Consumer Group Company or the Novartis OTC Group Company (as the case may be) is terminated on or before Closing, so far as permitted by Applicable Law, or otherwise on the earliest date on which such termination is permitted under Applicable Law, and that Seller and the Purchaser shall take such action as is necessary to procure or effect this, including timely submitting any necessary Tax documents. 5.6.2 Pending the taking effect of the action referred to in Clause 5.6.1, and for so long thereafter as may be necessary, the Purchaser shall (subject to the provisions of the Tax Indemnity) procure that such information is provided to each Seller as may reasonably be required to enable any relevant member of that Seller’s Group to make all Tax Returns and other filings required of it in respect of the Tax Group. 5.6.3 Each Seller shall take, and shall procure that each member of that Seller’s Group takes, all reasonable procedural or administrative steps (including the making of elections and filings with any relevant Tax Authority) which are reasonably necessary to procure the minimisation of the extent to which Tax liabilities of members of that Seller’s Group (other than the GlaxoSmithKline Consumer Group Companies or Novartis OTC Group Companies (as the case may be)) can be assessed on the Purchaser or members of the Purchaser’s Group or on the relevant Target Group Companies by reason of having been members of a Tax Group.
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Tax Groups. 5.7.1 The Seller shall take all reasonable steps to procure that any Tax Consolidation existing between any member of the Seller’s Group Company and any Vaccines Group Company be terminated on or before Closing, so far as permitted by Applicable Law, or otherwise on the earliest date on which such termination is permitted under Applicable Law, and the Seller and the Purchaser shall take such action as is necessary to procure or effect this, including timely submitting any necessary Tax documents. 5.7.2 Pending the taking effect of the action referred to in Clause 5.7.1, and for so long thereafter as may be necessary, the Purchaser shall (subject to the provisions of the Tax Indemnity) procure that such information is provided to the Seller as may reasonably be required to enable any relevant member of the Seller’s Group to make all Tax Returns and other filings required of it in respect of the Tax Consolidation. 5.7.3 The Seller and the Purchaser shall cooperate in good faith to take, and procure that each member of the Seller’s Group and the Purchaser’s Group takes, all reasonable procedural or administrative steps (including the making of elections and filings with relevant Tax Authorities) which are reasonably necessary to procure the minimisation of the extent to which Tax liabilities of members of the Seller’s Group (other than Vaccines Group Companies) can be assessed on members of the Purchaser’s Group or on Vaccines Group Companies. 5.7.4 The Seller shall take all reasonable steps to procure that Chiron Panacea Vaccines Limited is finally liquidated and ceases to exist before Closing.
Tax Groups. 20.4.1 Neither the execution nor completion of this Agreement, nor any other event since the Locked Box Date, will result in the clawback or disallowance of any group relief or allowance previously given to a Group Company or any Tax relief or exemption granted or claimed on or before Completion.
Tax Groups. 11.1 For the purposes of paragraph 11, “Indemnified Person” means a person who at any time before Completion has been a controlling director of a Group Company or of a company having control of a Group Company; and “control” shall be construed in accordance with section 416 of the Taxes Act; “controlling director”, in relation to a company, means a director of the company who has control of it; and
Tax Groups. 14.1 The Covenantor and the Purchaser shall make all reasonable efforts to ensure that insofar as the Company is treated as a member of the same group as a member of the Covenantor’s Group for the purposes of any Tax at Completion it ceases to be so treated with effect from a time no later than Completion. 14.2 The Covenantor shall ensure that the nominated company of any group payment arrangement under section 36 Finance Act 1998 to which the Company is a party on or before Completion exercises its rights to apportion and re-apportion payments under the arrangement so far as possible to secure that Tax Liabilities of the Company for which recovery would otherwise be available under this deed (disregarding the provisions of Clause 4 (EXCLUSIONS)) are discharged in time and in full. 14.3 The Covenantor shall ensure that any amount of surplus shadow ACT allocated or reallocated to the Company for the purposes of The Corporation Tax (Treatment of Unrelieved Surplus Advance Corporation Tax) Regulations 1999 (SI 1999/358) is as small as possible and, where appropriate, reallocate it so that the amount allocated to the Company is as small as possible. 14.1 The Covenantor covenants with the Purchaser that, if Tioxide Europe Limited as representative member of the Covenantor’s value added tax group is entitled to be paid by HM Revenue & Customs the amount of any credit for input tax (where no output tax is due) or the amount by which any credit for input tax exceeds the relevant output tax (in either case, the “Credit”) in respect of any supply of goods or services made to the Company or any importation or acquisition made by the Company (in either case, before the date on which the Company ceases to be a member of the Covenantor’s value added tax group and after Completion), the Covenantor shall pay to the Company a sum equal to the Credit within five Business Days of receipt of the benefit thereof

Related to Tax Groups

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

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Tax Returns; Taxes (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all Tax Returns of the Company and each Subsidiary due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all material respects; (ii) all Taxes, deposits of Taxes or other payments relating to Taxes due and owing by the Company and each Subsidiary (whether or not shown on any Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any Subsidiary were or are due to be filed; (iv) all deficiencies asserted as a result of any examination of any Tax Returns of the Company or any Subsidiary have been paid in full, accrued on the books of the Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company or any Subsidiary are being asserted, proposed or, to the Knowledge of any Member, threatened, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of any Member, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of the Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any Subsidiary or any other matter pending between the Company or any Subsidiary and any Taxing authority; (ix) there are no Liens against any assets or property of the Company or any of its Subsidiaries for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending or, to the Knowledge of any Member, threatened; (x) neither the Company nor any Subsidiary is a party to any Tax allocation, sharing or indemnification agreement under which the Company or any Subsidiary will have any Liability after the Closing; (xi) neither the Company nor any Subsidiary has any Liability for the Taxes of any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; and (xiii) the Company and each Subsidiary has at all times used proper accounting methods and periods in computing their Tax Liability. (b) Except as set forth on Schedule 4.15(b), the Company has delivered to the Purchaser correct and complete copies of all Tax Returns (together with any agent’s reports and any accountants’ work papers) relating to its respective operations and each of its Subsidiaries for taxable periods ended on or after December 31, 2014. (c) Neither the Company nor any of its Subsidiaries has been a party to any “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b). (d) The Company has, at all times since the date of its formation, been classified for federal (and all applicable state and local) income tax purposes as a partnership and not as a corporation, an association taxable as a corporation or a publicly traded partnership taxable as a corporation. Each Subsidiary of the Company has, at all times since the date of its formation, been classified for federal (and all applicable state and local) income tax purposes as a disregarded entity. (e) The Company has not elected to have the revised partnership tax audit procedures set forth in Subchapter C of Subtitle A, Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder and published administrative interpretations thereof, the “Revised Partnership Tax Audit Procedures”) apply to the Company, including by way of an election under Treasury Regulations Section 301.9100-22T.

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • Tax Returns Parent or the Surviving Corporation shall timely prepare and file (or cause such timely preparation and filing) with the appropriate Taxing Authority all Tax Returns for the Company and its Subsidiaries for periods that (x) end prior to or on the Closing Date (each, a “Pre-Closing Tax Return”) the due date of which (including extensions) is after the Closing Date, and Parent or the Surviving Corporation shall pay (or cause to be paid) all Taxes shown thereon, or (y) include the Closing Date (a “Straddle Period Tax Return”), and Parent or the Surviving Corporation shall pay (or cause to be paid) all Taxes shown thereon. All Pre-Closing Tax Returns and Straddle Period Tax Returns described in the prior sentence shall be prepared consistent with the methodologies and practices historically applied by the Company and its Subsidiaries when filing its prior year Tax Return (for purposes of this Section 7.12, the determination of Estimated Pre-Closing Taxes and Final Pre-Closing Taxes pursuant to Section 3.7, and with respect to Tax matters in Article IX, the foregoing will be deemed to be “past practice”) except as otherwise required by applicable Law or as specifically required under this Agreement. The Representative, at its sole expense, shall have reasonable access during normal business hours to those persons preparing any Pre-Closing Tax Return or Straddle Period Tax Return and the information to be included in such Tax Return prior to such Tax Return’s submission to the Representative for review, as described below. With regard to both Pre-Closing Tax Returns and Straddle Period Tax Returns, at least twenty (20) days prior to the date on which each such Tax Return is due (including extensions), Parent shall submit such Tax Return to the Representative for its review, and within the ten (10) day period starting on the day such Tax Return is submitted to the Representative for its review, the Representative shall have the right to suggest modifications to such Tax Returns. With regard solely to any Pre-Closing Tax Return, described in the first sentence of this Section 7.12(b), if the Representative does not timely submit suggested modifications to Parent as described in the preceding sentence, the Representative will waive its right to suggest modifications to such Tax Return, or if the Representative does timely submit suggested modifications to Parent as described in the prior sentence, Parent shall make each such timely suggested modification to such Tax Return to the extent such suggested modification is not inconsistent with the standard set forth in the second sentence of this Section 7.12(b); provided that if the Closing Date is later than March 31, 2014, and such modification results in a material reduction in Tax liability or material increase in a Tax refund or credit of the Company or any of its Subsidiaries or a material increase in any amount owed by Parent to Representative under Section 7.12(f) hereof, in each case allocable to a Tax period beginning before the Closing Date, the requirements of this sentence shall also apply to Straddle Period Tax Returns. Parent shall not file any Tax Return with respect to a Pre-Closing Tax Period without Representative’s consent, not to be unreasonably withheld, conditioned or delayed; provided, however, that if such consent is not provided Representative’s failure to consent prior to the due date (including all available extensions) for filing such Tax Return shall not prevent Parent from timely filing any such Tax Return; and provided that if the Closing Date is later than March 31, 2014, such consent right shall also apply to Pre-Closing Straddle Returns that show a material amount of Taxes for which Representative (in its capacity as such) could be liable to Parent hereunder. For the avoidance of doubt and notwithstanding anything herein to the contrary (including without limitation in the case Representative does not provide comments to any Tax Return or does not consent to its filing), the Representative (in its capacity as such) shall be relieved of any obligation to indemnify Parent or Surviving Corporation or their Affiliates with respect to any Losses arising from Taxes directly attributable to a particular Tax position taken by Parent, the Surviving Corporation or its Subsidiaries in filing a Pre-Closing Tax Return or Straddle Period Tax Return (including pursuant to any amendments of such Returns or pursuant to any elections or changes in Tax accounting method with retroactive effect) that is inconsistent with the past practice of the Company and its Subsidiaries, except to the extent that such Tax position is required by applicable Law or a Taxing Authority or mutually agreed in writing by the Representative and Parent.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Tax Return Information By the 31st day of March of each Fiscal Year of the Partnership, the General Partner, at the expense of the Partnership, shall cause to be delivered to the Limited Partners such information as shall be necessary (including a statement for that year of each Limited Partner’s share of net income, net gains, net losses and other items of the Partnership for the preceding Fiscal Year) for the preparation by the Limited Partners of their Federal, state and local income and other tax returns.

  • Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.

  • Income Tax Liability Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

  • Income Taxes The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Xxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 [Xxxxxxx] Xxxention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

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