Tax Returns; Allocation of Taxes Sample Clauses

Tax Returns; Allocation of Taxes. (a) Seller shall prepare and file or cause to be prepared and filed, when due (taking into account any extension of a required filing date), all Tax Returns with respect to the Purchased Subsidiaries that are required to be filed on or prior to the Closing Date, and Seller shall pay or cause to be paid all Taxes with respect to any such Tax Return in accordance with Law. Buyer shall prepare and file, or cause to be prepared and filed when due (taking into account any extensions of a required filing date) all Tax Returns required to be filed by the Purchased Subsidiaries after the Closing Date with respect to a Pre-Closing Tax Period or a Straddle Tax Period (each a “Pre-Closing Buyer-Filed Tax Return”). All Tax Returns described in this Section 6.02(a) shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method except to the extent such position lacks sufficient support in law or in fact to meet a “more-likely-than-not” standard. Any Pre-Closing Buyer-Filed Tax Return shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent reasonably requested by Seller, supporting documentation) at least 30 days (or, in the case of any non-Income Tax Return, a reasonable number of days) prior to the due date (including any applicable extension) of such return. Seller shall have the right to review and comment on such Pre-Closing Buyer-Filed Tax Return. If Seller, within 10 Business Days after review of any such Pre-Closing Buyer-Filed Tax Return, notifies Buyer in writing that it objects to any items in such return, the disputed item shall be resolved in a manner mutually agreeable to both parties within ten (10) Business Days, and if not so resolved, then by a jointly retained Accountant (which may be the same as or different from the Accountant retained pursuant to Section 2.10, if any) within a reasonable time, taking into account the deadline for filing such return. Upon resolution of all such items, the relevant Pre-Closing Buyer-Filed Tax Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of such Accountant shall be borne equally by Buyer and Seller. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), no Purchased Subsidiary shall amend any Tax R...
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Tax Returns; Allocation of Taxes. (a) Seller shall (i) file or cause to be filed, when due (taking into account any extension of a required filing date), all Tax Returns with respect to the Transferred Subsidiaries that are #88639600v31 required to be filed on or prior to the Closing Date and timely pay all Taxes shown as due on such Tax Returns and (ii) file or cause to be filed, when due (taking into account any extension of a required filing date), all Tax Returns that relate to Combined Taxes and timely pay all Taxes shown as due on such Tax Returns. All other Tax Returns with respect to the Transferred Subsidiaries shall be filed or caused to be filed by Parent or Buyer, as applicable.
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Tax Returns; Allocation of Taxes. (a) Seller shall (i) file or cause to be filed, when due (taking into account any extension of a required filing date), all Tax Returns with respect to the Purchased Subsidiaries that are required to be filed on or prior to the Closing Date and timely pay all Taxes shown as due on such Tax Returns and (i) file or cause to be filed, when due (taking into account any extension of a required filing date), all Tax Returns that (x) relate to Combined Taxes or (y) are for Income Taxes in respect of a Pre-Closing Tax Period that ends on or before the Closing Date, and in each case timely pay all Taxes shown as due on such Tax Returns. All other Tax Returns with respect to the Purchased Subsidiaries shall be filed or caused to be filed by Buyer.
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Tax Returns; Allocation of Taxes. (a) Seller shall, at its sole cost and expense, (i) timely file or cause to be timely filed, when due (taking into account any extension of a required filing date), all Tax Returns with respect to the Purchased Subsidiaries that are required to be filed on or prior to the Closing Date or relate solely to a Pre-Closing Tax Period and (ii) file or cause to be filed, when due (taking into account any extension of a required filing date), all Tax Returns that relate to Combined Taxes (each such Tax Return, a “Seller-Filed Tax Returns”). All Seller-Filed Tax Returns that are described in clause ‎(ii) above, but only to the extent they could affect Taxes of the Purchased Subsidiaries for any Post-Closing Tax Period, and all Seller-Filed Tax Returns described in clause ‎(i) above, shall be prepared in a manner consistent with past practice and without a change of any accounting method or other material election of the Purchased Subsidiaries, unless otherwise required by Applicable Law. Any such Seller-Filed Tax Return due after the Closing Date that requires the signature of any Purchased Subsidiary shall be submitted to Buyer for Buyer’s review and comment (together with schedules, statements and, to the extent reasonably requested by Buyer, supporting documentation) at least 15 Business Days prior to the due date (including any applicable extension) of such return. Subject to compliance with ‎Section 8.01(c), Buyer shall cause the appropriate Purchased Subsidiary to file all such Seller-Filed Tax Returns prepared by Seller and timely delivered to Buyer in accordance with this ‎Section 8.01.
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Tax Returns; Allocation of Taxes. (a) (i) Sellers shall prepare and file, or cause to be prepared and filed, when due (taking into account any extension of a required filing date), all Tax Returns of the Company and the U.K. Affiliate that are required to be filed on or prior to the Closing Date, and all Income Tax Returns of the Company related to Tax Periods ending on or before the Closing Date that are required to be filed after the Closing Date, including the Company’s Tennessee F&E Tax Return for the taxable period ending on the Closing Date (the “Closing Date Tennessee F&E Tax Return”). Sellers shall pay or cause to be paid all Taxes with respect to any such Tax Return in accordance with Law; Sellers shall be entitled to receive and retain from the Internal Revenue Service the S Corporation Tax Deposit.
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Tax Returns; Allocation of Taxes. (i) Following the Closing Date, the Company shall prepare, or cause to be prepared, all Tax Returns for the Company for all Taxable periods ending on or prior to the Closing Date or for Straddle Periods that are, in each case, due after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with prior practice, except to the extent otherwise required by applicable Tax Law. The Company shall deliver such Tax Returns to the Sellers’ Representative not less than 30 days prior to the required filing date for the Sellers’ Representative’s review, comment and approval (not to be unreasonably withheld, conditioned, or delayed). Without limiting Purchaser’s right to indemnification, the Sellers shall timely remit to the Company (or cause to be timely remitted to the Company) the Pre-Closing portion (as determined pursuant to Section 5.1(c)(ii)) of any Taxes shown as due on such Tax Returns at least five Business Days prior to the required payment date of such Taxes.
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Tax Returns; Allocation of Taxes. 85 Cooperation on Tax Matters 87 Buyer Covenants 88 Tax Sharing Agreements 88 Tax Indemnification 89 Survival 91 Canadian Tax Elections 91 Tax Elections 91
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Tax Returns; Allocation of Taxes 
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Related to Tax Returns; Allocation of Taxes

  • Tax Returns and Payments; Pension Contributions Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

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