Tax Returns. (a) Seller shall be responsible for (i) preparing and filing (or causing to be prepared and filed) all Tax Returns with respect to the Transferred Companies for Pre-Closing Tax Periods other than Straddle Periods and (ii) paying to the relevant Tax Authority all Taxes of or with respect to the Transferred Companies that are shown as due on such Tax Returns, in each case, within the time and in the manner prescribed by Law. All such Tax Returns shall be prepared and filed in accordance with past practices and the requirements of this Agreement and no position shall be taken on such Tax Returns that could materially adversely affect any of the Transferred Companies after the Closing Date. Buyer shall allow Xxxx Xxxxxx to assist Seller in preparing and filing all Tax Returns described in clause (i) that are due after the Closing Date.
(b) Buyer shall be responsible for (i) preparing and filing (or causing to be prepared and filed) all Tax Returns with respect to the Transferred Companies for all Straddle Periods and (ii) paying to the relevant Tax Authority all Taxes shown as due on such Tax Returns, in each case, within the time and in the manner prescribed by Law. Seller shall pay to Buyer an amount equal to all Taxes for Pre-Closing Tax Periods that are shown as due on any such Tax Return and that are not an Excluded Tax, no later than five Business Days before any such Tax is due, by wire transfer of immediately available funds to an account designated by Buyer. Should Seller not make full payment of any such Taxes within such five Business Day period, any amount payable shall be increased by the interest on such amount, compounded daily (based on a 365 day year), at the Interest Rate from and including the date that such a payment is due to and including the date of payment.
(c) Seller shall timely prepare and send to Buyer any information with respect to GHI and its Subsidiaries that is required to be included in any Tax Return that Buyer is required to file pursuant to Section 5.3(b).
(d) For the avoidance of doubt, this Section 5.3 relates only to the process of filing Tax Returns and paying Taxes to the relevant Tax Authority and shall not prejudice or interfere with any indemnification obligations under Section 5.1 (except to the extent that Seller pays Buyer any amounts under clause (b) above).
(e) Each of Seller and Buyer shall use reasonable best efforts to make any Tax Returns and work papers in respect of a Pre-Closing Tax Period for which such...
Tax Returns. (a) The Representative shall prepare and timely file, or shall cause to be prepared and timely filed, at the Company Members’ expense, all Tax Returns for which income of the Company flows through to the Company Members that relate solely to a Pre-Closing Tax Period regardless of when they are to be filed (each a “Seller Tax Return”), and the Company shall pay, or cause to be paid, all Taxes of the Company due on or before the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by Law. At least fifteen (15) days prior to filing any such Tax Return, the Representative shall submit a copy of any such Tax Return, along with supporting work papers, to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. If the Representative does not receive comments from Parent at least five (5) days prior to the due date for filing any such Tax Return, Parent shall be deemed to have no comments to such Tax Returns.
(b) Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods (including Straddle Periods) other than Seller Tax Returns (such Tax Returns “Pre-Closing Tax Returns”), subject to the approval of the Represenative, which such approval shall not be unreasonably witheld, conditioned or delayed. Parent shall permit the Representative, at the Company Members’ expense, to review and comment on each such Pre-Closing Tax Return with respect to a taxable period ending on or before the Closing Date at least fifteen (15) days prior to filing. The Representative shall be entitled to comment on such Tax Returns and Parent shall incorporate such comments in good faith into such Tax Returns. If Parent does not receive comments from the Representative at least five (5) days prior to the filing of such Tax Returns, the Representative shall be deemed to have no comments to such Tax Returns.
(c) Not later than ten (10) days prior to the due date of the payment of Taxes on any Pre-Closing Tax Returns which Parent has the responsibility to cause to be filed pursuant to Section 11.1(b), without duplication of, or prejudice to, the Indemnified Parties’ rights to indemnification, compensation or reimbursement under Section 10.2, the Indemnifying Parties shall pay t...
Tax Returns. (i) Each Seller shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Acquired Companies with respect to Tax periods ending on or before the Closing Date (each, a “Pre-Closing Tax Return”). Each Pre-Closing Tax Return shall be prepared on a basis consistent with relevant past practices unless a different treatment of any item is required by applicable Law. For Pre-Closing Tax Returns filed after the Closing, Sellers shall deliver, or cause to be delivered, to Purchaser drafts of any such Pre-Closing Tax Return not less than 20 days before the due date thereof (taking into account any applicable extensions) and Sellers shall consider in good faith any reasonable comments received by Purchaser not less than 10 days after Purchaser’s receipt of such Pre-Closing Tax Return.
(ii) Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for each Acquired Company for any Tax period beginning on or before the Closing Date and ending after the Closing Date (each, a “Straddle Period”). Purchaser will make available to Sellers drafts of any such Tax Return for their review and comment not less than 20 days before the due date thereof (taking into account any applicable extensions) and Purchaser shall consider any reasonable comments received by Sellers no later than 10 days after Sellers’ receipt of such Tax Return. All such Tax Returns for Straddle Periods will be prepared in a manner consistent with relevant past practices unless otherwise required by applicable Law.
(iii) Without the prior written consent of Sellers (such approval not to be unreasonably, withheld, conditioned, or delayed), Purchaser shall not, and shall cause its Affiliates not to, (A) amend any Tax Return filed with respect to any Tax period (or portion thereof) ending on or before the Closing Date or (B) make any Tax election that has retroactive effect to any such Tax period (or portion thereof). In addition, without the prior written consent of Sellers, Purchaser shall not, and shall not cause or permit any of its Affiliates (including any Acquired Company) to take any action with respect to the Acquired Companies at or after the Closing on the Closing Date that is outside the Ordinary Course of Business (other than explicitly contemplated by this Agreement).
Tax Returns. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all taxes shown to be due and payable by it on such returns and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiaries, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.
Tax Returns. The Company has filed all U.S. federal, state, local and non-U.S. tax returns required to be filed through the date hereof and has paid all taxes required to be paid thereon, and no tax deficiency has been determined adversely to the Company (nor does the Company have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company), except in each case as would not reasonably be expected to have a Material Adverse Effect.
Tax Returns. A. Except as provided in Section 4.4, Seller shall prepare and file (or cause to be prepared and filed) in a timely manner all Tax Returns relating to the Company for any Tax period that ends on or before the Closing Date. With respect to any Tax Return required to be filed hereunder by the Seller after the date of this Agreement, Seller shall provide Buyer with a copy of such completed Tax Return, at least 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and Buyer shall have the right to review and comment on such Tax Return and statement within 10 days of receiving such Tax Return from Seller. Seller shall consider in good faith Buyer's comments in preparing the final version of such Tax Return that is filed. Except as provided in the Hotel Lease Agreement, Buyer shall prepare and file (or cause to be prepared and filed) in a timely manner all other Tax Returns relating to the Company for Tax periods ending after the Closing Date (including any Straddle Period). Any such Tax Returns prepared by Buyer shall, to the extent permitted by applicable law, be prepared on a basis consistent with previous Tax Returns. With respect to any Tax Return required to be filed hereunder by the Buyer after the Closing Date, and as to which an amount of Tax is allocable to Seller under Section 4.1 hereof, Buyer shall provide Seller with a copy of such completed Tax Return and a statement setting forth the amount of Tax shown on such Tax Return that is allocable to Seller pursuant to Section 4.1 hereof, at least 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and Seller shall have the right to review and comment on such Tax Return and statement within 10 days of receiving such Tax Return from Buyer; provided, however, Buyer's failure to timely provide Seller with the foregoing draft Tax Returns and information shall not relieve Seller of its obligations under Section 4.1 unless Seller is materially prejudiced thereby. Buyer shall consider in good faith Seller's comments in preparing the final version of such Tax Return that is filed.
B. In furtherance of Sections 4.1 and 4.2A hereof (i) Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company for any Tax period ending on or before the Closing Date and any Taxes described in Section 4.1A(iii) hereof, and (ii) except as provided in the Hotel Lease Agreement, Buyer shall pay or cause to be...
Tax Returns. The Company has filed all material federal, state and foreign income tax returns required to be filed by or on behalf of the Company on or before the due dates therefor (taking into account all extensions of time to file) and has paid or provided for the payment of all such material taxes indicated by such tax returns and all assessments received by the Company to the extent that such taxes or assessments have become due.
Tax Returns. The General Partner shall cause income tax returns for the Partnership to be prepared and timely filed with the appropriate federal, state and local taxing authorities.
Tax Returns. Seller shall prepare or cause to be prepared all Income Tax Returns which include the Acquired Company or any of the Subsidiaries for all Tax Periods ending on or prior to the Closing Date which are filed after the Closing Date and shall file or cause to be filed all such Consolidated Income Tax Returns (and shall promptly provide Purchaser with copies of such Consolidated Income Tax Returns insofar as such Tax Returns relate to the Acquired Company). Seller shall permit Purchaser at least thirty (30) days to review and comment on each Separate Company Income Tax Return prior to filing and shall make such revisions as are reasonably requested by the Purchaser, and Purchaser shall execute and timely file such Separate Company Income Tax Returns. Seller shall pay all Taxes due with respect to such Income Tax Returns. Purchaser shall prepare or cause to be prepared (on a basis consistent with past Tax Returns of the Acquired Company and the Subsidiaries) and timely file or cause to be timely filed all other Tax Returns of the Acquired Company and the Subsidiaries for Pre-Closing Tax Periods that are due after the Closing Date (including any Straddle Period Separate Company Income Tax Returns.) Purchaser shall permit Seller at least thirty (30) days to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Purchaser shall pay all Taxes due with respect to such Tax Returns; provided, however, that Seller shall pay Purchaser (in accordance with the procedures set forth in Section 8.03(f)) for any amount owed by Seller pursuant to Section 8.03 with respect to such Straddle Period Separate Company Income Tax Returns. Purchaser and Seller agree to cause the Acquired Company and the Subsidiaries to file all Tax Returns for the periods including the Closing Date on the basis that the relevant Tax Period ended as of the close of business on the Closing Date unless the relevant Tax Authority will not accept a Tax Return filed on that basis.
Tax Returns. The Indenture Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on a calendar year basis using the accrual method of accounting, (b) deliver (or cause to be delivered) to each Bondholder and Certificateholder as may be required by the Code and applicable Treasury Regulations, such information as may be required to enable each Certificateholder to prepare its federal and state income tax returns, (c) prepare and file or cause to be prepared and filed such tax returns relating to the Trust as may be required by the Code and applicable Treasury Regulations (making such elections as may from time to time be required or appropriate under any applicable state or federal statutes, rules or regulations) and (d) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.01 of this Trust Agreement with respect to income or distributions to Certificateholders and prepare or cause to be prepared the appropriate forms relating thereto; provided, however, that the Indenture Trustee shall not be required to compute the Issuer's gross income except to the extent it can do so without unreasonable effort or expense based upon income statements furnished to it and provided, further, that the Indenture Trustee shall not be required to prepare and file partnership tax returns on behalf of the Issuer unless the Indenture Trustee receives an opinion of counsel reasonably satisfactory to it (which shall not be at the Indenture Trustee's expense, but shall be at the expense of the Depositor or other party furnishing such opinion) as to the necessity of such filings. The Owner Trustee shall sign all tax and information returns prepared or caused to be prepared by the Indenture Trustee pursuant to this Section 5.03 at the request of the Indenture Trustee, and in doing so shall rely entirely upon, and shall have no liability for information or calculations provided by, the Indenture Trustee.
