Tax Return Filings Sample Clauses
Tax Return Filings. (a) Subject to Section 11.1(b)-(e) below, the Sellers’ Representative shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for filing of which (determined taking into account any available extensions) is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered Tax Returns shall be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, unless otherwise required by applicable Law; and provided, further, however, that any Covered Tax Return that is otherwise required to be filed for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date.
(b) In the case of any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Clos...
Tax Return Filings. Except as set forth in Schedule 4.11(a) attached hereto, each of the Companies has filed all Tax Returns (or Tax Returns have been filed on behalf of each Company) (or received an appropriate extension of time to file such Tax Returns) required to be filed by it prior to the date hereof. All Tax Returns were true, complete, and correct and, unless an extension of time was obtained, filed on a timely basis. Each Company (i) has paid all material Taxes that are due, or claimed or asserted by any taxing authority to be due, from such Company for the periods covered by the Tax Returns except for Taxes being contested in good faith or (ii) have duly and fully provided reserves adequate to pay all Taxes in accordance with GAAP.
Tax Return Filings. (a) Parent shall timely prepare (or cause to be timely prepared) all Tax Returns of the Companies that are due with respect to any Pre-Closing Tax Filing Period. Such Tax Returns shall be prepared on a basis consistent with the past practices of the Companies. Except as provided in Section 8.01(b), Parent shall provide copies of such Tax Returns to Purchaser, in the case of income Tax Returns, not less than fifteen (15) days prior to the due date for the filing of such Tax Returns, and, in the case of all other Tax Returns, not less than five (5) Business Days prior to the due date for the filing of such Tax Returns, and Purchaser may provide comments to such Tax Returns, but Parent shall not be obligated to accept any such comments. Parent shall cause the relevant Companies to execute and file such Tax Returns and to provide Purchaser a copy of such Tax Returns. In addition, Parent shall pay on or prior to the due date, any amount due and payable on such Tax Returns.
(i) Any Tax Return which Parent is responsible to prepare (or cause to be prepared) and cause to be executed and filed pursuant to Section 8.01(a) and which reflects a position taken on such Tax Return that is (A) inconsistent with past practices of the Company (other than changes to the names of certain Companies as a result of the Reorganization) and (B) likely to negatively affect the Companies for a Post-Closing Tax Period, shall, in the case of income Tax Returns, not less than fifteen (15) days prior to the due date for the filing of such Tax Returns, and, in the case of all other Tax Returns, not less than five (5) Business Days prior to the due date for the filing of such Tax Returns, be prepared and submitted by Parent to Purchaser for Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. If Purchaser consents to such Tax Return, Parent shall (1) cause the relevant Company to execute and file such Tax Return, and (2) shall pay on or prior to the due date, any amount due and payable on such Tax Return.
(ii) Any Tax Return of the Companies which relates to any Straddle Period shall, not less than fifteen (15) days prior to the due date for the filing of such Tax Return, be prepared and submitted by the party responsible for its filing pursuant to this Section 8.01 to Parent or Purchaser, as the case may be, for such non-filing party’s consent, which consent shall not be unreasonably withheld or delayed. If the non-filing party consents to such Tax Return, th...
Tax Return Filings. Each Seller has filed all Tax Returns, as applicable, relating to the Business and the Assets and the GmbH Subsidiary required to be filed by applicable Law. All such Tax Returns were true, complete and correct in all material respects and filed on a timely basis. Each Seller has paid all Taxes that are due, or claimed or asserted in writing to such Seller by any taxing authority to be due, from such Seller for the periods covered by such Tax Returns. The GmbH Subsidiary has timely filed all Tax Returns required to be filed by applicable Law, and all such returns were true, complete and correct. The GmbH Subsidiary has paid all Taxes that are due or claimed or asserted in writing to the GmbH Subsidiary by any taxing authority to be due, from the GmbH Subsidiary for the periods covered by such Tax Returns. Pioneer Canada has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of Canada, the amount of all taxes and other deductions required to be withheld therefrom, and has paid the same to the proper Governmental or Regulatory Authority within the time required under any applicable Laws. Pioneer Canada has remitted to the appropriate Governmental or Regulatory Authority, when required by law to do so, all amounts collected by it on account of federal goods and services tax ("GST") and applicable provincial sales taxes.
Tax Return Filings. Except as disclosed in SECTION 2.09(a) OF THE DISCLOSURE SCHEDULE, Seller and Los Pueblos have filed all Tax Returns (or the Tax Returns have been filed on its behalf) required to be filed by applicable law prior to the date of the Disclosure Schedules. All Tax Returns were (and, as to Tax Returns not filed as of the date hereof, will be) true, complete and correct and filed on a timely basis. Seller and Los Pueblos (i) have paid all Taxes that are due, or claimed or asserted by any taxing authority to be due, from Seller or Los Pueblos for the periods covered by the Tax Returns or (ii) have duly and fully provided reserves adequate to pay all Taxes.
Tax Return Filings. Except as set forth in SECTION 2.12(a) OF THE DISCLOSURE SCHEDULE, the Company and its Subsidiaries have filed all Tax Returns (or the Tax Returns have been filed on behalf of the Company and its Subsidiaries) required to be filed by applicable law prior to the date of the Disclosure Schedule. All Tax Returns were (and, as to Tax Returns not filed as of the date hereof, will be) true, complete and correct and filed on a timely basis. The Company and its Subsidiaries (i) have paid all Taxes that are due, or claimed or asserted by any taxing authority to be due, from the Company and its Subsidiaries for the periods covered by the Tax Returns or (ii) has duly and fully provided reserves adequate to pay all Taxes in accordance with GAAP.
Tax Return Filings. NUVO has timely filed all Tax Returns that it was required to file under applicable laws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed. All such Tax Returns were correct and complete in all material respects and have been prepared in substantial compliance with all applicable laws and regulations. All Taxes due and owing by NUVO (whether or not shown on any Tax Return) have been paid other than Taxes that have been reserved or accrued on the balance sheet of NUVO and which NUVO is contesting in good faith. NUVO is not the beneficiary of any extension of time within which to file any Tax Return, and other than as set forth on NUVO Disclosure Schedule 3.19, NUVO currently does not have any open tax years. No claim has ever been made by an authority in a jurisdiction where NUVO does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of NUVO.
Tax Return Filings. Except as disclosed in SECTION 2.09(a) OF THE DISCLOSURE Schedule, Seller has filed all Tax Returns (or the Tax Returns have been filed on its behalf) required to be filed by applicable law prior to the date of the Disclosure Schedules. All Tax Returns were (and, as to Tax Returns not filed as of the date hereof, will be) true, complete and correct and filed on a timely basis. Seller (i) has paid all Taxes that are due, or claimed or asserted by any taxing authority to be due, from Seller for the periods covered by the Tax Returns or (ii) has duly and fully provided reserves adequate to pay all Taxes.
Tax Return Filings. The Representative will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company required to be filed on or before the Closing Date (after taking into account extensions therefor). The Surviving Company will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company that the Representative is not obligated to file (or cause to be filed) pursuant to this Section 6.6(a). If any such Tax Return (whether original or amended) prepared (or caused to be prepared) by the Surviving Company relates to or otherwise affects any Pre‑Closing Tax Period, or if any such Tax Return (whether original or amended) prepared (or caused to be prepared) by the Representative relates to or otherwise affects any Post‑Closing Tax Period, then such Tax Return will be prepared in accordance with past practices of the Company (except to the extent otherwise required by applicable Laws) and the preparing party will give to the Representative or the Surviving Company, as applicable, a copy of such Tax Return as soon as practicable after the preparation, but before the filing, thereof for such other party’s review and comment. Such preparing party will consider in good faith and make any changes to such Tax Return that are reasonably requested by the other party and consistent with past practices of the Company and applicable Laws or otherwise required by applicable Laws.
Tax Return Filings. The Contributor Representative (on behalf of the Contributor Parties) shall timely file or cause to be timely filed when due all Tax Returns required to be filed by or with respect to the Contributed Companies for all Tax periods ending on or prior to the Closing Date that are due on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. Buyer shall timely file or cause to be timely filed when due all Tax Returns required to be filed by or with respect to the Contributed Companies for all Tax periods beginning on or prior to the Closing Date that are due after the Closing Date (each, a “Pre-Closing Tax Return”), and the Contributor Representative (on behalf of the Contributor Parties) shall advance to Buyer any Taxes reflected on any Pre-Closing Tax Return at least five (5) Business Days prior to the due date of such Pre-Closing Tax Return. All such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law and on a basis consistent with this Agreement.