Tax Returns for Pre-Closing Periods Sample Clauses

Tax Returns for Pre-Closing Periods. The Sellers shall prepare or cause to be prepared, and timely file or cause to be filed, all Tax Returns (except for any 1998 partial year Tax Return for the Subject Company arising from an election of the Purchaser) of the Subject Company for all taxable periods of the Subject Company ending on or prior to the Closing Date and shall pay or cause to be paid all Taxes due with respect to such Tax Returns (to the extent not paid by the Subject Company on or prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any Tax Return of the Subject Company for a 1998 partial year period ending on or prior to the Closing Date, Sellers shall pay or cause to be paid all taxes due with respect to such period as determined from the books and records of the Subject Company for such period (to the extent not paid by the Subject Company on or prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any such Tax Returns required to be filed by the Sellers and not required to be filed on or before the Closing Date, the Sellers shall provide the Purchaser and its authorized Representatives with copies of any such completed Tax Return at least ten (10) business days prior to the due date for filing of such Tax Return and the Purchaser and its Representatives shall have the right to review such Tax Return prior to the filing of such Tax Return. Sellers and the Purchaser agree to consult and resolve in good faith any issues arising as a result of such review.
Sample 1
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Tax Returns for Pre-Closing Periods. (i) Pursuant to Treasury Regulation Section 1.1502-76(b)(2)(i) and Section 381(b)(1) of the Code, the taxable year of the Company shall end for federal income tax purposes effective upon the Closing and the income for the short tax year ending on the Closing Date shall be computed through the Closing (and thus through the Second Effective Time). The parties agree that all deductions attributable to the right of Optionholders to receive payments hereunder, any other compensation payments paid or payable by the Company in connection with the transactions contemplated hereby, or Transaction Expenses will be treated as arising prior to the Closing for Tax purposes and as not subject to the “next-day rule” of Treasury Regulations Section 1.1502-76(b) (or any corresponding or similar rule) and the Tax Returns with respect to the Company and Surviving Sub shall be prepared on that basis. Acquiror agrees to cause the election provided in Internal Revenue Service Rev. Proc. 2011-29 to be made with respect to the Transaction Expenses.
Sample 1
Tax Returns for Pre-Closing Periods. The Seller shall prepare or cause to be prepared and shall include in its consolidated federal income Tax Return and all other consolidated, combined or unitary income Tax Returns that include the Company and timely file or cause to be filed, all income Tax Returns of the Company for all taxable periods of the Company ending on or prior to the Closing Date and the Seller shall pay or cause to be paid all Taxes due with respect to such income Tax Returns. All such income Tax Returns shall be prepared in a manner consistent with past practice. The Company shall provide the Seller with all records and information necessary to prepare such income Tax Returns. With respect to any such income Tax Returns required to be filed by the Seller and not required to be filed before the Closing Date, the Seller shall provide the Company with copies of all information pertaining to the Company used in the preparation of the completed income Tax Returns at least fifteen (15) business days prior to the due date for filing of such income Tax Returns. The Seller and the Purchaser agree to consult and resolve in good faith any issues arising as a result of the Company's review of such information.
Sample 1
Tax Returns for Pre-Closing Periods. (i) The Parties acknowledge and agree that, for U.S. federal income Tax purposes, (x) the taxable year of the Company (and its consolidated group members) will end on the Closing Date and (y) the Company and its consolidated group members that are classified as U.S. corporations for Tax purposes will become members of the consolidated group of which Buyer is the common parent beginning on the day after the Closing Date.
Sample 1
Tax Returns for Pre-Closing Periods. Seller will cause to be included the income, gains, losses, deductions, and other applicable Tax Items of the Acquired Companies for all periods ending on or prior to the Closing Date ("Pre-Closing Tax Periods") on Seller's (or its Affiliates') consolidated United States federal income Tax Return or Returns as applicable and on Seller's (or its Affiliates') consolidated, combined or unitary income Tax Returns filed for state, local or foreign income Tax purposes on a basis consistent with past Tax Returns, including the utilization of the same accounting methods and elections used for the preparation of such Tax Returns in prior periods, except to the extent required by relevant Tax law, provided, however, that all transactions occurring other than in the Ordinary Course of Business on the Closing Date after the Closing will be reported on the separate consolidated United States federal income Tax Return of the Company, Buyer, or its Affiliates, as applicable, to the extent permitted by Treasury Regulations Section 1.1502-76(b)(1)(ii)(B), and will be similarly reported on other income Tax Returns of Buyer and the Acquired Companies to the extent permitted by law. Seller will cause all such income Tax Returns to be timely filed. Seller also will prepare or cause to be prepared, and timely file or cause to be timely filed, all other Tax Returns of the Acquired Companies required to be filed for Pre-Closing Tax Periods on a basis consistent with past Tax Returns of the Acquired Companies, including the utilization of the same accounting methods and elections used for the preparation of such Tax Returns in prior periods, except to the extent required by relevant Tax law. With respect to Tax Returns for Pre-Closing Tax Periods that include the Closing Date, Seller will allow Buyer a period no less than 30 days before the filing of all such Tax Returns and any amendments of such Tax Returns to review all such Tax Returns (and any amendments of such Tax Returns). Seller will notify Buyer in writing upon the delivery to Buyer of such Tax Returns (and any amendments of such Tax Returns) of any positions contained therein that are inconsistent with positions taken on prior Tax Returns. Seller will cooperate in good faith and on a commercially reasonable basis with Buyer to address any concerns or questions of Buyer with respect to such Tax Returns (or any amendments of such Tax Returns), including the amount and calculation of any taxable income and loss and Tax Ite...
Sample 1
Tax Returns for Pre-Closing Periods. (a) The Seller shall cause to be included in the consolidated federal income Tax Returns (and the state income Tax Returns of any state that permits consolidated, combined or unitary income Tax Returns, if any) of the affiliated group of corporations filing a consolidated income Tax Return of which the Seller is a member for all periods ending on or before the Closing Date, all items of income, gain, loss, deduction and credit and other tax items ("Tax Items") of the Company and each Subsidiary that are required to be included therein, shall cause such Tax Returns to be timely filed with the appropriate taxing authorities and shall be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to the periods covered by such Tax Returns.
Sample 1
Tax Returns for Pre-Closing Periods. The Company, at its sole cost and expense, will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of the Company and timely file all Tax Returns required to be filed by or on behalf of the Company after the Closing which apply to periods ending on or prior to the Closing Date (“Pre-Closing Periods”). No later than thirty (30) days prior to filing, the Company will deliver to the Seller Representative all such Tax Returns and will permit the Seller Representative to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by the Seller Representative, if received at least five (5) days prior to filing.
Sample 1
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Tax Returns for Pre-Closing Periods. The Sellers shall prepare or cause to be prepared, and timely file or cause to be filed, all Tax Returns (except for any 1998 partial year Tax Return for the Subject Companies arising from an election of the Purchaser ) of any Subject Company for all taxable periods of such Subject Company ending on or prior to the Closing Date and shall pay or cause to be paid all Taxes due with respect to such Tax Returns. With respect to any Tax Return of the Subject Companies for a 1998 partial year period ending on or prior to the Closing Date, Sellers shall pay or cause to be paid all taxes due with respect to such period as determined from the Books and Records of the Subject Companies for such period (to the extent not paid by any Subject Company prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any such Tax Returns for income Taxes required to be filed by the Sellers and not required to be filed before the Closing Date, the Sellers shall provide the Purchaser and its authorized Representatives with copies of any such completed Tax Return at least twenty (20) business days prior to the due date for filing of such Tax Return and the Purchaser and its Representatives shall have the right to review such Tax Return prior to the filing of such Tax Return. Sellers and the Purchaser agree to consult and resolve in good faith any issues arising as a result of such review.
Sample 1

Related to Tax Returns for Pre-Closing Periods

  • 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 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, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter 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 Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. 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 have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and 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.

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

  • Straddle Periods For purposes of this Agreement, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.02 shall be computed by reference to the level of such items on the Closing Date.

  • 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 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.

  • Tax Returns Except as set forth on Schedule 3.13:

  • 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.

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

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