Tax Returns and Payment Responsibility Sample Clauses

Tax Returns and Payment Responsibility. (a) Seller shall be responsible for, and shall cause to be prepared and duly and timely filed, all Tax Returns of the Companies with respect to the taxable year during which the Closing occurs that are due before the Closing Date and shall pay or cause to be paid all Taxes due in respect of the period prior to and including the Reference Date in such Tax Returns. Seller shall be responsible for, and shall cause to be prepared and duly and timely filed, all Tax Returns that are prepared on a consolidated, unitary, or combined basis with Seller or any of its Subsidiaries other than the Companies and that include any of the Companies for all taxable periods of such Companies ending on or before the Closing Date. Seller shall pay any Taxes due in respect of the period prior to and including the Reference Date reflected in the Tax Returns referred to in the preceding sentence. Purchaser shall pay to Seller any Taxes for which Purchaser is responsible pursuant to Section 9.l(b)(i) or (ii), but which are payable with Tax Returns that are filed by Seller pursuant to this Section 9.2(a) at least five (5) Business Days prior to the due date for the payment of such Taxes. Purchaser shall be responsible for and shall cause to be prepared and duly and timely filed all Tax Returns with respect to the Companies that are due after the Closing Date, other than those that are the responsibility of Seller pursuant to this paragraph, and shall pay any Taxes due in respect of the period after the Reference Date reflected in those Tax Returns. The Seller shall pay to Purchaser any Taxes for which Seller is responsible pursuant to Section 9.1(a), but which are payable with the Tax Returns to be filed by Purchaser pursuant to this Section 9.2(a), at least five (5) Business Days prior to the due date for the payment of such Taxes.
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Tax Returns and Payment Responsibility. (a) Northrop Grumman shall be responsible for, and shall cause to be prepared and duly and timely filed, all Tax Returns of the Company and its Subsidiaries with respect to the taxable year during which the Closing occurs that are due before the Closing Date and shall pay or cause to be paid all Taxes due in respect of such Tax Returns. Northrop Grumman shall be responsible for, and shall cause to be prepared and duly and timely filed, all Income Tax Returns of the Company and its Subsidiaries that are prepared on a consolidated, unitary, or combined basis with Northrop Grumman or any of its Subsidiaries for all taxable periods ending on or before the Closing Date. Northrop Grumman shall pay any Income Taxes due in respect of the Tax Returns referred to in the preceding sentence. Parent shall pay by wire transfer to Northrop Grumman any Taxes for which the BCP Entities are responsible pursuant to Section 11.1(b), but which are payable with Tax Returns that are filed by Northrop Grumman pursuant to this Section. Parent shall be responsible for and shall cause to be prepared and duly and timely filed all Tax Returns with respect to the Company and its Subsidiaries that are due after the Closing Date, other than those that are the responsibility of Northrop Grumman pursuant to this paragraph and pay any Taxes due in respect of those Tax Returns. Northrop Grumman shall pay by wire transfer to Parent any Taxes for which Northrop Grumman is responsible pursuant to Section 11.1(a)(ii), but which are payable with the Tax Returns to be filed by Parent pursuant to this section on the due date for the payment of such Taxes.
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Tax Returns and Payment Responsibility. (a) Seller shall be responsible for and shall cause to be prepared and duly filed (i) all consolidated federal income Tax Returns of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date, (ii) all consolidated, combined or unitary state income Tax Returns of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date, and (iii) all Tax Returns of the Company that are due before the Closing Date. Seller shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Buyer shall be responsible for and shall cause to be prepared and duly filed all Tax Returns with respect to the Company and its Subsidiaries, other than those that are the responsibility of Seller pursuant to this paragraph. Buyer shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Seller shall pay by wire transfer to Buyer any Straddle Period Taxes for which Seller is responsible pursuant to Section 8.2(a)(ii), but which are payable with the Straddle Period Tax Returns to be filed by Buyer pursuant to this section at least three days prior to the due date for the payment of such Taxes.
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Tax Returns and Payment Responsibility. (a) The Sellers will be responsible for and will cause to be prepared and duly filed (i) all Tax Returns of the Acquired Companies that are due before the Balance Sheet Date, and (ii) all Tax Returns of the Acquired Companies that are income Tax Returns for all taxable periods ending on or before the Balance Sheet Date. The Sellers shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Buyer shall file or cause to be filed when due all Tax Returns with respect to the Acquired Companies, other than those that are the responsibility of the Sellers pursuant to this paragraph. Without affecting the indemnification obligations of the Sellers under this Agreement, in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all such Tax Returns at their expense. The Sellers shall pay by wire transfer to Buyer the Taxes for which they are liable pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)), but which are payable with Tax Returns to be filed by Buyer pursuant to this section at least three days prior to the due date for the payment of such Taxes.
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Tax Returns and Payment Responsibility. (a) CSC and the Seller will be responsible for and will cause to be prepared and duly filed all Tax Returns of the Dyn International Companies for all taxable periods ending on or prior to the Closing Date and shall file any and all Taxes due in respect of such Tax Returns. Acquisition shall file or cause to be filed when due all Tax Returns with respect to the Dyn International Companies, other than those that are the responsibility of CSC and the Seller pursuant to this paragraph. Not later than three days before the due date for payment of Taxes with respect to any Tax Returns which Acquisition has the responsibility to file, CSC or the Seller shall pay to Acquisition an amount equal to that portion of the Taxes shown on such return for which CSC or the Seller has an obligation to indemnify Parent, Acquisition or the Dyn International Companies pursuant to the provisions of Section 5.1.
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Tax Returns and Payment Responsibility. (a) With respect to all taxable periods ending on or before the Effective Time for which a Tax Return of the Company is required to be filed on or after the Effective Time, Seller shall be responsible for and shall cause to be prepared and duly file all income Tax Returns of the Company and all consolidated, combined or unitary Tax Returns that include the Company. Seller shall provide Purchaser with a copy of any Tax Return filed after the Effective Time that reflects operations and Taxes relating to the Company for any periods ending on or before the Effective Time; provided, that such Tax Returns may be made available on a pro forma basis if filed on a consolidated, combined or unitary basis with one or more other Persons.
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Tax Returns and Payment Responsibility. (a) With respect to all taxable periods ending on or before the Closing Date and any Straddle Period for which a Tax Return is required to be filed on or after the Closing Date (a “Pre-Closing Tax Return”), Acquiror will be responsible for and will cause to be prepared and duly filed all income Tax Returns of the
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Tax Returns and Payment Responsibility. (a) (i) At Seller's expense, Seller will be responsible for and will cause to be prepared and duly filed when due all Tax Returns with respect to the Companies for all taxable periods ending on or before the Closing Date.
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Tax Returns and Payment Responsibility. (a) Sellers will be responsible for and will cause to be prepared and duly filed, at Sellers’ sole cost and expense, all income Tax Returns of the Company, JTF Holdco and Tylee Holdco and all consolidated, combined or unitary Tax Returns that include the of the Company, JTF Holdco or Tylee Holdco for all taxable periods ending on or before the Closing Date. Buyer shall file or cause to be filed when due all Tax Returns with respect to the Company, JTF Holdco and Tylee Holdco, other than those that are the responsibility of Sellers pursuant to this paragraph.
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Related to Tax Returns and Payment Responsibility

  • Tax Returns and Payment Each of the Partnership Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.

  • Tax Returns and Payments Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised:

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Returns and Payments (a) Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable to periods ending on or before the Closing Date. Buyer shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

  • Tax Returns and Audits All required federal, state and local Tax Returns of the Company have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid. The Company is not and has not been delinquent in the payment of any Tax. The Company has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Company’s federal income Tax Returns nor any state or local income or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the Balance Sheet are and will be sufficient for the payment of all unpaid Taxes payable by the Company as of the Balance Sheet Date. Since the Balance Sheet Date, the Company has made adequate provisions on its books of account for all Taxes with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Company now pending, and the Company has not received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. The Company is not obligated to make a payment, nor is it a party to any agreement that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code. The Company has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. The Company is not a party to, is not bound by and does not have any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result of, or pursuant to, any Tax Sharing Agreements.

  • Tax Returns and Elections The Company shall cause to be prepared and timely filed all federal, state and local income tax returns or other returns or statements required by applicable law. As soon as reasonably practicable after the end of each fiscal year of the Company, the Company shall cause to be prepared and delivered to the Member all information with respect to the Company necessary for the Member’s federal and state income tax returns.

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Tax Returns; Taxes (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all Tax Returns of the Company and each Subsidiary due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all material respects; (ii) all Taxes, deposits of Taxes or other payments relating to Taxes due and owing by the Company and each Subsidiary (whether or not shown on any Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any Subsidiary were or are due to be filed; (iv) all deficiencies asserted as a result of any examination of any Tax Returns of the Company or any Subsidiary have been paid in full, accrued on the books of the Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company or any Subsidiary are being asserted, proposed or, to the Knowledge of any Member, threatened, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of any Member, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of the Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any Subsidiary or any other matter pending between the Company or any Subsidiary and any Taxing authority; (ix) there are no Liens against any assets or property of the Company or any of its Subsidiaries for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending or, to the Knowledge of any Member, threatened; (x) neither the Company nor any Subsidiary is a party to any Tax allocation, sharing or indemnification agreement under which the Company or any Subsidiary will have any Liability after the Closing; (xi) neither the Company nor any Subsidiary has any Liability for the Taxes of any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; and (xiii) the Company and each Subsidiary has at all times used proper accounting methods and periods in computing their Tax Liability.

  • Signature on Returns; Tax Matters Partner (a) The Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

  • Tax Returns and Reports The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor's expense, and file all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service Form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder the appropriate Internal Revenue Service form and the information required to be provided on such form. The Administrative Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing. The Trustees shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust Securities.

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