Tax Returns and Cooperation Clause Samples
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Tax Returns and Cooperation. (i) Sellers shall, or shall use good faith commercially reasonable efforts to cause the Company to, prepare and timely file, in a commercially reasonable manner, (x) all Returns and amendments thereto required to be filed by or for the Company for all taxable periods ending on or before the Closing Date. Madden will be given a reasonable opportunity to review and comment on all such Returns required to be filed after the date hereof.
(ii) Sellers shall be liable for all Taxes of the Company for all Pre-Closing Periods (other than to the extent that the liability for those Taxes is provided for on the Final Closing Balance Sheet) and all Taxes of Sellers for any taxable year or taxable period. Notwithstanding the foregoing, in the case of any taxable period that includes (but does not begin or end on) the Closing Date (a “Straddle Period”), the portion of the Taxes of the Company for such Straddle Period attributable to the period prior to close of the Closing Date shall be treated as Taxes of a Pre-Closing Period for purposes of this Section 8.1(a)(ii). The amount of Straddle Period Taxes of the Company that are treated as Taxes of a Pre-Closing Period shall be computed (x) in the case of income, franchise, sales, or similar Taxes, pursuant to an interim closing of the books method by assuming that the Company had a taxable year or period which ended on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a per-diem basis and (y) in the case of real property Taxes, personal property taxes and similar ad valorem obligations by prorating such Taxes owed for the Straddle Period on a per-diem basis.
(iii) Except as provided above with respect to Straddle Periods, the Company shall be liable for any and all Taxes imposed on them relating to or apportioned to any taxable year or portion thereof beginning on or after the Closing Date and ending after the Closing Date.
(iv) Madden and Sellers shall each cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Returns pursuant to this Section 8.1 (a) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees availab...
Tax Returns and Cooperation. The Company will promptly provide or make available to Parent and Buyer copies of all Tax Returns, reports and information statements that are filed after the date of this Agreement and prior to the Closing Date. The Company shall provide Parent and Buyer with such assistance and information as may reasonably be requested in connection with (i) the preparation of any Tax Return involving the Purchased Assets and (ii) the determination, preservation, or use of any Tax Asset or any item listed in Section 381(c) of the Code (or any similar item under applicable state and local law). The Company shall (x) retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Period until the expiration of the statute of limitations (and, to the extent notified by Parent and Buyer, any extensions thereof) of the respective taxable periods, and (y) give Parent and Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Parent or Buyer so requests, to allow Parent or Buyer to take possession of such books and records.
Tax Returns and Cooperation. (a) The Stockholders' Representative shall prepare or cause to be prepared all income Tax returns or reports for SND that must be filed in respect to any short taxable period ended on or before the Closing Date and each such Tax return shall be prepared in a manner consistent with SND's past practice. The Stockholders' Representative shall permit the Buyer to review and comment on each such Tax return described in the preceding sentence. The Buyer shall file or cause to be filed each such Tax return. The Buyer shall pay or cause to be paid to the appropriate taxing authority any Taxes imposed on SND in respect of such returns. Pursuant to Section 1.2(a)(ii) and (iii), the Stockholders have deposited with SND from the proceeds of the Purchase Price, $910,800 as an estimate of the Built-in Gain Tax and $374,014 as an estimate of the NJ Tax. If either such tax is greater than the applicable estimate, the Stockholders shall pay to the Buyer on or before the due date for the tax return an amount equal to the Built-in Gain Tax in excess of $910,800 or an amount equal to the NJ Tax in excess of $374,014, as the case may be. If such estimate is greater than the actual Built-in Gain Tax and/or the NJ Tax, such excess shall be promptly paid to the Shareholders in proportion to their ownership in SND as set forth on Schedule I attached hereto. The Stockholders shall pay all Taxes imposed on them individually as S corporation shareholders pursuant to Section 1366 of the Code and any analogous provision of state or local law. The Buyer shall prepare or cause to be prepared and file all other Tax returns required to be filed after the Closing Date, and shall pay all Taxes shown thereon or otherwise imposed on or payable by SND after the Closing Date attributable to the operations of SND following the Closing.
(b) The Buyer and the Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section 5.2 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include signing any Tax return, amended Tax returns, claims or other documents necessary to settle any Tax controversy, the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information...
Tax Returns and Cooperation. The Contributors shall prepare and file all Tax Returns for each Contributed Entity’s taxable period ending on or before the Closing Date (such Tax Returns to be prepared in a manner consistent with past practice, except as otherwise required by Applicable Law). All other Tax Returns of the Contributed Entities shall be prepared by RSOP. The RS Parties shall provide any reasonably requested assistance in preparing for and conducting any audits, disputes or proceedings and shall provide such information as reasonably necessary for such audits, disputes or proceedings and for the filing of all Tax Returns with respect to the Contributed Entities.
Tax Returns and Cooperation. (a) The Stockholders' Representatives shall prepare or cause to be prepared all income Tax Returns or reports for the Company that must be filed after Closing for all S-Corp Periods of the Company, and each such Tax Return shall be prepared in a manner consistent with past practice. The Stockholders' Representatives shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer shall file or cause to be filed each such Tax Return and, in the event a Section 338(h)
Tax Returns and Cooperation. (i) Seller shall, or shall use good faith commercially reasonable efforts to cause each of the Companies to, prepare and timely file, in a commercially reasonable manner, (x) all Returns and amendments thereto required to be filed by or for each of the Companies for all taxable periods ending on or before the Closing Date. Madden will be given a reasonable opportunity to review and comment on all such Returns required to be filed after the date hereof.
(ii) Seller shall be liable for all Taxes of each of the Companies for the Pre-Closing Period except for any Taxes that will result by reason of a 338(h)
Tax Returns and Cooperation. (a) Network, Parent and the Surviving Corporation acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ of Texas, P.C. (“Network’s Accountant”) shall prepare all Tax Returns in respect of Network that relate to taxable periods ending on or prior to the Closing Date (i.e., the Tax Returns for calendar year 2009 and for the stub period from January 1, 2010 through and including the Closing Date) that are required to be filed (taking into account any extension) after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the Network’s past practices. Following the preparation of the Tax Returns described in this Section 6.01(a), such Tax Returns shall be submitted to J. ▇▇▇▇ ▇▇▇▇▇ III for his review, comment, approval, execution and filing with the relevant Tax authorities. Any liabilities for Taxes as set forth on such Tax Returns shall be for the account of, and shall be paid by Network through the calculation of Final Closing Working Capital pursuant to Section 2.06 hereof. To the extent such Tax liabilities are not included in the calculation of the Final Closing Working Capital pursuant to Section 2.06 hereof, Parent and the Surviving Corporation shall be entitled to recover such Tax liabilities from the Escrow Account.