Tax Returns and Related Matters Sample Clauses

Tax Returns and Related Matters. (a) The Sellers shall prepare or cause to be prepared at their own expense and the Companies shall file or cause to be filed all Tax Returns of the Companies for all taxable periods ending on or prior to the Closing Date (“
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Tax Returns and Related Matters. (a) The Buyer shall prepare or cause to be prepared at the Equity Holders’ expense (which expense shall be comparable to the expenses incurred by the Company in other pre-Closing periods) and file or cause to be filed in each case all Tax Returns that are required to be filed after the Closing Date by or with respect to the Company for all Pre-Closing Tax Periods and Straddle Periods and the Surviving Corporation shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns. Such Tax Returns shall be prepared in a manner consistent with applicable Law and, to the extent permitted by applicable Law, consistent with past practice of the Company. For the avoidance of any doubt, all deductions and other income tax benefits related to the payment or accruals of Transaction Expenses, cancellation of Options and Option Payments or other Company expenses related to the consummation of transactions set forth in this Agreement shall be attributable to the Pre-Closing Tax Period. To the extent permitted by law, all such deductions and tax benefits shall be claimed as current deductions or benefits on the Company’s Tax Returns for the Pre-Closing Tax Period, including through the filing of a safe harbor election pursuant to Revenue Procedure 2011-29 with respect to success- based fees (without duplication of those deductions and Tax benefits referenced in Section 10.05(b)). Each Buyer Group Member shall be entitled to indemnification with respect thereto for any required reimbursement pursuant to Section 11.01(a)(iv). With respect to any such Tax Return described above required to be filed with respect to the Company or the Surviving Corporation, as applicable, the Buyer shall provide the Equity Holders’ Representative with a copy of such completed Tax Return and a statement (with which the Buyer will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to a Pre-Closing Tax Period and any amount that the Equity Holders could have an indemnification obligation pursuant to this Agreement, at least (in the case of a non-income Tax Return) twenty (20) days and (in the case of an Income Tax Return) twenty-five (25) days prior to the due date thereof (including any extension thereof) for filing such Tax Return, and the Equity Holders’ Representative shall have the right to review, comment upon and approve (which approval shall not be unreasonably withheld, delayed or conditioned) su...
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Tax Returns and Related Matters. All tax and information documents and returns required to have been filed by the Company or any of the Subsidiaries prior to the date of this Agreement have been duly filed, and each such return reflects, based on past practice consistently applied, the income, franchise or other tax liability and all other information required to be reported thereon, and all income, franchise employment, and other taxes shown as due on such returns have been paid. There is no question known to any of the Company or the Shareholders relating to any such return that, if determined adversely, would result in the assertion of any deficiency for any tax or interest or penalties in connection therewith. None of the Company or the Subsidiaries has (i) agreed to any extension of the statute of limitations applicable to the assessment or collection of any taxes, nor (ii) since December 31, 1992, incurred any tax liability as a result of any transaction not in the ordinary course of business.
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Tax Returns and Related Matters. All federal state, local and foreign tax and information returns required to have been filed prior to the date of this Agreement by each of the Subsidiary's has been duly filed and each such return correctly reflects the income, franchise or other tax liability and all other information required to be reported thereon, and all income, franchise and other taxes shown as due on such returns have been paid or accrued. To the best knowledge of Cambridge and Merrimac, the provisions for taxes due by each Subsidiary in the balance sheet of such Subsidiary as at the closing balance sheet date will be sufficient for all unpaid federal, state, local and foreign taxes (including interest and penalties), whether or not disputed, in respect of its businesses and operations for the period then ended and all prior periods.
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Tax Returns and Related Matters. (a) Buyers and the Company will prepare and close the Books and Records of the Company for periods ending on or prior to the Closing Date for purposes of Section 4.12(b) on a basis consistent with GAAP and in a manner consistent with prior practice. Buyers will make available to Sellers such Books and Records (or copies thereof) no later than ninety (90) days prior to the due date (including all extensions) of the relevant Tax Returns for such periods for which such Books and Records have been prepared. Buyers will permit Sellers to review and comment on such Books and Records and Buyers will, and will cause the Company to, revise such Books and Records as are reasonably requested by Sellers for purposes of Section 4.12(b) so long as such revisions are in accordance with GAAP and there are no Adverse Consequences to Buyer, the Company or any Subsidiary resulting therefrom.
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Tax Returns and Related Matters. (a) The Sellers shall prepare or cause to be prepared at their own expense and the Companies shall file or cause to be filed all Tax Returns of the Companies for all taxable periods ending on or prior to the Closing Date (“Pre-Closing Periods”) that are due and filed after the Closing Date, including the Tax Return due for the short Tax period ending on the Closing Date (the “Final Pre-Closing Period”). Such Tax Returns shall be prepared in a manner consistent with past practice; provided, however, that in any event such Tax Returns shall be prepared in a manner that is consistent with applicable Law. The Sellers shall provide the Buyer with a copy of the Tax Returns that it prepares under this Section 7.1(a) at least twenty (20) days prior to the filing of such Tax Returns, and the Sellers will incorporate any reasonable comments made by Buyer within such 20-day period; provided, that the Sellers shall not take any position or apply any methodology in preparing any such Tax Return that is not consistent with the Tax practices and methodologies consistently applied in the Ordinary Course of Business by the Companies in the preparation of their Tax Returns relating to prior taxable periods (such as, for example and without limitation, practices with respect to the calculation of depreciation expense deductions), provided, that such practices and methodologies comply with applicable Law. The Buyer shall have the right to handle, defend, conduct and control any claim for any Tax refund due any Company with respect to the Tax Returns described in this Section 7.1(a).
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Related to Tax Returns and Related Matters

  • 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 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.

  • 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 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.

  • 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, Payments and Elections The Company has timely filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due except in any such case as would not have a material adverse effect on the Company. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date hereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as an S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material effect on the business, properties, prospects, or financial condition of the Company. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's federal income tax returns and none of its state income or franchise tax or sales or use tax returns has ever been audited by governmental authorities. Since the date of the Financial Statements, the Company has made adequate provisions on its books of account for all taxes, assessments, and governmental charges 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 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 depositories.

  • 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.

  • Tax Returns Except as set forth on Schedule 3.13:

  • 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.

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