Tax Returns; Audits. (i) The Sellers shall be responsible for preparing or causing to be prepared, at the appropriate SMR Company's expense, the Company's federal income tax return on Form 1120S and comparable state and local income and franchise tax returns (each, an "S Period Return"), for the Company's taxable year ending on the Closing Date (collectively, the "Final S Period Tax Returns") or prior to the Closing Date and all other Income Tax Returns of the SMR Companies for the taxable periods ending on or prior to the Closing Date. Such Tax Returns shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax laws. The Purchaser shall cause the Company to cooperate in the preparation and filing of such Tax Returns (including providing the Sellers with all information reasonably requested by the Sellers in connection with the preparation of such Tax Returns). The Sellers shall be responsible for preparing the Tax Returns of SMR Developers and SMR Associates in respect of taxable periods ending on or before the Closing Date in accordance with the principles set forth in this Section 13.2(a). The Sellers shall provide the Purchaser with a copy of such Tax Returns together with the schedules thereto, and a statement setting forth the amount of Tax shown due on such Tax Return for which the Purchaser is liable, at least 10 days prior to the due date (including any extensions thereof) for the filing of such Final S Period Tax Returns, and the Purchaser shall have the right to review such Final S Period Tax Returns prior to the filing of such Final S Period Tax Returns. The Purchaser shall cause such Tax Returns to be signed by the appropriate SMR Company so that they may be timely filed by or at the direction of the Sellers. The Purchaser shall cause any amount of Tax shown as due from an SMR Company on such Tax Return to be paid, subject to indemnification as provided in Article 11.
(ii) The Sellers and the Purchaser will, to the extent permitted by applicable Law, elect with the relevant Taxing authority to close the taxable period of each SMR Company on the Closing Date. In any case where applicable Law does not permit an SMR Company to close its taxable year on the Closing Date, then Taxes, if any, attributable to the taxable period of the SMR Company beginning on or before and ending after the Closing Date shall be allocated between (A) the period up to and including the Closing Date, and (B) the period subsequent to the Closing D...
Tax Returns; Audits. Seller has, and as of the Closing Date will have, filed all taxes and reports required to be filed by Seller pursuant to the operation of the Business with all such taxing authorities, including the Unemployment Insurance Agency. Seller does not have any outstanding or unsatisfied deficiency assessments with respect to any taxes, and there are no current audits or investigations by or disputes with any authority with respect to any taxes.
Tax Returns; Audits. (a) For each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is on or after the date hereof and on or prior to the Closing Date, Seller shall be responsible for causing such Tax Return to be timely filed, and the payment by the Companies of all Taxes reflected thereon, and for each Tax Return required by Law to be filed by any of the Companies for which the due date (taking into account extensions) is after the Closing Date, including any such consolidated federal income Tax Return of the affiliated group of which Lion is the common parent for any Tax Year ending on or prior to the Closing Date, Buyer shall be responsible for causing such Tax Return to be timely filed and the payment of all Taxes reflected thereon. Notwithstanding any other provision of this Agreement to the contrary, any Losses relating to a failure of Buyer or Seller to satisfy their respective obligations under this Section 7.3(a), except in the case of such a failure by Buyer to the extent related to any Taxes that are included in the Paline Taxes, shall be limited to any interest and penalties imposed by the applicable Governmental Authority after the Closing Date with respect to such failure.
(b) Not later than 20 days before the due date (taking into account extensions) of any Tax Return of Lion and Paline Pipeline Company (and any affiliated, consolidated, combined or unitary group of which either of Lion or Paline Pipeline Company is a member) that sets forth any Taxes that are included in the Paline Taxes, other than (i) any Tax Return described in Section 7.3(c) and (ii) any Tax Return relating to any Transfer Taxes which Seller is required to prepare and file, including a Transfer Tax Return of Paline Pipeline Company (a “Paline Tax Return”), Buyer shall deliver to Seller a draft of the portion of such Paline Tax Return that relates to Taxes included in the Paline Taxes for Seller’s review and comment. Seller shall have 10 days following the receipt of any such Paline Tax Return to provide its written comments to Buyer regarding any Tax items that would affect the computation of the Paline Taxes. Buyer shall make a good faith effort to consider any such written comments received from Seller. If Seller has not delivered any such written comments to Buyer during such 10-day period, Seller shall be considered to have accepted such Paline Tax Return. Notwithstanding the foregoing, Seller will take the position, ...
Tax Returns; Audits. Each Loan Party and each of their respective Subsidiaries has filed all material federal, provincial, state and local and foreign tax returns and other material reports which are required to be filed, and has paid all material taxes as shown on said returns and on all assessments received by any such Person (except for any assessments which are being Properly Contested), to the extent that such taxes have become due or has obtained extensions with respect to the filing of such returns and has made provision in accordance with GAAP for the payment of taxes anticipated to be payable in connection with such returns. Each Loan Party and each of their respective Subsidiaries has made all material required withholding deposits.
Tax Returns; Audits. From and after the Closing, Purchaser shall be responsible for the preparation and filing of all Tax Returns for the Company and its Subsidiary due after the Closing Date (after taking into account all appropriate extensions). Each of the parties hereto shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the filing of Tax Returns pursuant to this Section 6.7 and any Action with respect to Taxes. Such cooperation shall include the retention for the full period of any statute of limitations and (upon any other party’s request) the provision of records and information that are reasonably relevant to any such Tax Return, audit, litigation or other Action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser shall not claim any income Tax deductions with respect to the Company Transaction Expenses, except as otherwise required by applicable law.
Tax Returns; Audits. 57 13.3 Cooperation and Exchange of Information............. 62
Tax Returns; Audits. Each of the Borrowers and QDI's Subsidiaries has filed all federal, state and local income tax returns and other reports which are required to be filed, and has paid all taxes as shown on said returns and on all assessments received by any such Person (except for any assessments which are being contested in good faith by appropriate proceedings that will prevent a forfeiture or sale of any property and for which an adequate book reserve in accordance with GAAP shall have been set aside), to the extent that such taxes have become due or has obtained extensions with respect to the filing of such returns and has made provision for the payment of taxes anticipated to be payable in connection with such returns. Each of the Borrowers and QDI's Subsidiaries has made all required withholding deposits. The Borrowers do not have knowledge of any objections to or claims for additional taxes by federal, state or local taxing authorities against it or any of its Subsidiaries which would be a Material Adverse Occurrence.
Tax Returns; Audits. Borrower has filed all federal, state and provincial income tax returns which are required to be filed, and have paid all taxes as shown on said returns and on all assessments received by it to the extent that such notes have become due or have obtained extensions with respect to the filing of such returns and have made provision for the payment of taxes anticipated to be payable in connection with such returns. Borrower has made all required withholding deposits. Federal income tax returns of Borrower have been examined and approved or adjusted by the applicable taxing authorities or closed by applicable statutes for all fiscal years prior to and including the fiscal year ended 1992. Except as disclosed to the Banks in writing prior to the date hereof, Borrower has no knowledge of any objections to or claims for additional taxes by federal, state or local taxing authorities for subsequent years.
Tax Returns; Audits. The Surviving Partnership shall (i) prepare and file, as directed by the Titan Representative, the Federal income Tax Returns of the Partnership and the General Partner for the tax periods ending on or before the Closing Date (“Titan Tax Returns”) and (ii) prepare and provide Forms K-1 to the former holders of partnership interests in the Partnership and membership interests in the General Partner. The Titan Representative shall have the right to control (at its own expense) all matters in connection with any audit, litigation or other proceeding with respect to any Titan Tax Return; provided, that the Titan Representative shall not take a position in the Titan Tax Returns or in any audit, litigation or other proceeding related thereto which Parent, in its reasonable judgment after consultation with its tax advisors, believes does not have reasonable basis in the Code and other applicable federal income tax law. Parent shall give Titan Representative prompt notice of the commencement of any audit, litigation or other proceeding with respect to a Titan Tax Return and shall provide such information regarding the proceeding as Titan Representative may reasonably request. Parent and Titan Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Return of the Partnership, General Partner or any Partnership Subsidiary and any audit, litigation or other proceeding with respect to Taxes relating to the Partnership, General Partner or any Partnership Subsidiary. Such cooperation shall include the retention and (upon the other party’s reasonable request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
Tax Returns; Audits. The Borrower has filed all federal and state income tax returns which, to the knowledge of Borrower, are required to be filed, and has paid all taxes as shown on said returns and on all assessments received by them to the extent that such taxes have become due. The Borrower has no knowledge of any objections to or claims for additional taxes by federal, state or local taxing authorities for subsequent years.
