Tax-Related Issues Clause Samples
The Tax-Related Issues clause defines the responsibilities and obligations of the parties regarding taxes that may arise from the agreement. Typically, it clarifies which party is responsible for paying specific taxes, such as sales tax, value-added tax, or withholding tax, and may require parties to provide documentation or cooperate in tax matters. This clause ensures that there is no ambiguity about tax liabilities, thereby preventing disputes and allocating the risk of tax compliance between the parties.
Tax-Related Issues. To the knowledge of Contributor, the Contributor Affiliate has timely filed with the appropriate taxing authorities all returns (including without limitation informational returns and other material information) in respect of Federal, State and local taxes (collectively “Taxes”) required to be filed through the date hereof (and for which an extension has not been obtained) and will timely file any such returns required to be filed (i) on or prior to the Closing Date and (ii) with respect to all periods ending on or before the Closing Date. The returns and other information filed (or to be filed) are complete and accurate in all material respects. All material Taxes of the Contributor Affiliate in respect of periods beginning before the Closing Date have been timely paid, or will be timely paid prior to the Closing Date, or will be subject to Closing proration pursuant to this Agreement and, to the knowledge of Contributor, the Contributor Affiliate has no material liability for Taxes in excess of the amounts so paid. All material Taxes that the Contributor Affiliate has been required to collect or withhold have been duly collected or withheld and, to the extent required when due, have been or will be (prior to Closing Date) duly paid to the proper taxing authority and no material deficiencies for Taxes of the Contributor Affiliate have been claimed, proposed or assessed by any taxing or other governmental authority. There are no pending or threatened audits, investigations or claims for or relating to any material additional liability to the Contributor Affiliate in respect of Taxes, and there are no matters under discussion with any governmental authorities with respect to Taxes that in reasonable judgment of Contributor, is likely to result in a material additional liability for Taxes. To the knowledge of Contributor, there are no liens for Taxes (other than for current Taxes not yet due and payable) on any of the assets of the Northern Affiliate. Contributor is a United States person within the meaning of Section 7701 of the Code.
Tax-Related Issues. (1) The Company and Constellation-Springfield are, and at all times have been, properly treated as limited liability companies for federal income tax purposes and not as an "association" or "publicly traded partnership" taxable as a corporation.
(2) The Company and each of the Constellation Parties has filed or caused to be filed in a timely manner (within any applicable extension periods) all tax, information or other returns required to be filed by the Internal Revue Code of 1986, as amended (the "Code") or by applicable state, or local tax laws (collectively, "Tax Returns"). Such Tax Returns are true, correct and complete in all respects; and all federal, state or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, unemployment, disability, personal property, sales, use, transfer, registration, estimated, or other tax of any kind whatsoever, including any interest, penalty or other addition thereto, whether disputed or not, (collectively, "Taxes") due, and Taxes due in respect of any person for the Company had an obligation to withhold and/or otherwise pay over Taxes, have been timely paid in full or will be timely paid in full by the due date thereof (and whether or not shown on a Tax Return). With respect to any taxable year for which a statute of limitations (or similar provision) has not yet run, none of the Tax Returns of the Company or any of the Constellation Parties has been audited by a government or taxing authority, nor is any such audit or other proceeding in process, pending, threatened (either in writing or verbally, formally or informally) or expected to be asserted with respect to Taxes (or the collection of Taxes) of the Company or any of the Constellation Parties, and neither the Company nor any of the Constellation Parties has received notice (either in writing or verbally, formally or informally) or expects to receive notice that it has not filed a Tax Return or not paid Taxes required to be filed, withheld, or paid by it. The Company and each of the Constellation Parties has disclosed on its federal income tax returns all positions taken therein that could give rise to a substantial understatement penalty within the meaning of Code Section 6662. No claim has ever been made by an authority in a jurisdiction where the Company or any of the Constellation Parties does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.
Tax-Related Issues. Employee agrees that he is responsible for paying any and all federal, state and local income taxes assessed with respect to any money, benefits or other consideration received from the Company and that the Company is entitled to withhold any tax payments from amounts otherwise due Employee to the extent required by applicable statutes, rulings or regulations.
Tax-Related Issues. (i) Following the Closing Date, each of the Parties hereto shall afford each of the other Parties, its counsel and its accountants, at the requesting Party’s cost and expense, during normal business hours, reasonable access to the books, records and other data relating to the Business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting Party in connection with (A) the preparation of Tax Returns, (ii) compliance with the requirements of any Governmental Authority, (iii) the determination or enforcement of the rights and obligations of any Party to this Agreement or (iv) in connection with any actual or threatened Action or Proceeding. Any information obtained by a Party in accordance with this subsection shall be held confidential by the recipient.
(ii) (ii) Prior to the Closing Date, the Seller shall file or shall have filed all material federal, state, local, sales, payroll and all other tax returns (for all applicable years) as required by Law, and Seller shall pay or have made acceptable arrangements to pay all Taxes due and payable related thereto to the extent that such Tax Liability was incurred prior to the date of Closing. With the exception of the renewal fees, taxes, and other charges associated with the renewal of the Licenses with MED and the Local Licensing Authority after Closing, Buyer LLC shall have no liability or obligation with respect to any taxes of any kind incurred by the Seller or for penalties or interest with respect to any such tax liabilities incurred prior to Closing, and Seller shall be liable for the payment of all such tax liabilities of the Seller incurred prior to the date of Closing. With the exception of the renewal fees, taxes, and other charges associated with the renewal of the Licenses with MED and the Local Licensing Authority, Buyer LLC and Seller shall split 50%|50% any sales and transfer Taxes incurred as a result of the Transactions, if any. Buyer LLC shall be responsible for all fees, taxes, and other charges arising after Closing. Where applicable, any real or personal property taxes incurred with respect to the Licensed Premises or other Purchased Assets of the Business shall be pro-rated to the date of Closing.
Tax-Related Issues. To the knowledge of Seller, each POP Affiliate has timely filed with the appropriate taxing authorities all returns (including without limitation informational returns and other material information) in respect of Federal, State and local taxes (collectively “Taxes”) required to be filed through the date hereof (and for which an extension has not been obtained) and Seller will timely file any such returns required to be filed (a) on or prior to the Effective Date and (b) with respect to all periods ending on or before the Effective Date. The returns and other information filed (or to be filed) are complete and accurate in all material respects. All material Taxes of each POP Affiliate which are or were due and owing on or before the Effective Date have been timely paid and, to the knowledge of Seller, no POP Affiliate has any material liability for Taxes in excess of the amounts so paid. All material Taxes that any POP Affiliate has been required on or before the Effective Date to collect or withhold have been duly collected or withheld and, to the extent required to be paid on or before the Effective Date have been duly paid to the proper taxing authority and no material deficiencies for Taxes of any POP Affiliate have been claimed, proposed or assessed by any taxing or other Governmental Authority. There are no pending or, to Seller’s knowledge, threatened audits, investigations or claims for or relating to any material additional liability to any POP Affiliate in respect of Taxes, and there are no matters under discussion with any governmental authorities with respect to Taxes that in reasonable judgment of Seller, is likely to result in a material additional liability for Taxes. To the knowledge of Seller, there are no liens for Taxes (other than for current Taxes not yet due and payable) on any of the assets of any POP Affiliate. Seller is a United States person within the meaning of Section 7701 of the Code.