Tax Returns Due After Closing Sample Clauses

Tax Returns Due After Closing. Purchaser (or its subsidiaries) shall, at their sole cost and expense, prepare and timely file (or shall cause to be prepared and timely filed) all Tax Returns (other than Combined Tax Returns addressed in Section 10.02(a) and Tax Returns addressed in Section 10.02(b)) in respect of the Transferred Subsidiaries that relate to Pre-Closing Tax Periods or Straddle Periods that are required to be filed (taking into account any applicable extension) after the Applicable Closing Date and LivaNova shall pay, by wire transfer of immediately available funds to an account or accounts designated by Purchaser, all Taxes shown as due thereon to the extent such Taxes are attributable to Pre-Closing Tax Periods and were not included in the determination of Net Working Capital as finally determined hereunder. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Subsidiary with respect to such items, except as required by applicable Law. At least fifteen (15) calendar days prior to filing any such Tax Return in respect of Income Taxes, Purchaser shall submit a copy of such Tax Return to LivaNova for LivaNova’s review and comment, and shall incorporate LivaNova’s reasonable comments submitted to Purchaser no less than five (5) Business Days prior to the due date of such Tax Return. Sellers and Purchaser shall reasonably cooperate to make (or to cause any of their respective affiliates to make) any election available under Law to treat the Applicable Closing Date as the end of a relevant Tax period.
Sample 1
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Tax Returns Due After Closing. The applicable Transferee shall prepare or cause to be prepared and timely file or cause to be filed all Tax Returns (if any) in respect of 522 HoldCo or PCW HoldCo, or related to the 522 Project Assets or the PCW Project Assets, as applicable, that are due after the Closing Date, and the Parties shall reasonably cooperate in the preparation and filing of any such Tax Returns to the extent they relate to a Pre-Closing Tax Period. VW shall pay to the applicable Transferee the amount of Pre-Closing Taxes shown as due on any such Tax Return at least ten (10) Business Days prior to the due date of any Tax Return that relates to a Pre-Closing Tax Period. The applicable Transferee shall, and shall cause 522 HoldCo or PCW HoldCo, as applicable, to (i) permit the other Parties to review any Tax Return that relates to a Pre-Closing Tax Period prior to filing, and (ii) consider in good faith any comments from the other Parties on such Tax Returns. Any Tax Return prepared pursuant to the provisions of this Section 6.5(a) with respect to a Pre-Closing Tax Period shall be prepared in a manner consistent with most recent past practices, except as otherwise required by applicable Law.
Sample 1

Related to Tax Returns Due After Closing

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • 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.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Tax Returns Except as set forth on Schedule 3.13:

  • 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:

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • 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 Filed Except as set forth on Schedule 2.17(b), all federal, state, foreign, county, local and other tax returns required to be filed by or on behalf of the Company have been timely filed and when filed were true and correct in all material respects, and the taxes shown as due thereon were paid or adequately accrued. True and complete copies of all tax returns or reports filed by the Company for each of its three (3) most recent fiscal years have been delivered to MIOA. The Company has duly withheld and paid all taxes which it is required to withhold and pay relating to salaries and other compensation heretofore paid to the employees of the Company.

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