Tax Returns, Reports and Payments Sample Clauses

Tax Returns, Reports and Payments. At the direction of the Tax Matters Member, the Company shall prepare and file, or cause to be prepared and filed, at the expense of the Company, all Tax Returns of the Company and each Subsidiary thereof. As soon as practicable following the end of each Fiscal Year, the Company shall prepare and deliver, or cause to be prepared and delivered, at the expense of the Company, to each Member, in respect of each class of Membership Interests, a completed report (which may be on IRS Schedule K-l or an equivalent) indicating such Member’s share of all items of income or gain, expense, loss or other deduction and tax credit of the Company for such year, as well as the status of such Member’s Capital Account, and its Capital Account balance, as of the end of such year. The Board of Directors shall cause the Company to pay all taxes, levies, assessments, rents and other impositions imposed on the Company.
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Tax Returns, Reports and Payments. HoldCo shall prepare and file, or cause to be prepared and filed, at the expense of the Company, all Tax Returns of the Company and each Subsidiary thereof. As soon as practicable following the end of each Fiscal Year, HoldCo shall prepare and deliver, or cause to be prepared and delivered, at the expense of the Company, to each Member, in respect of each class of Membership Interests, a completed report (which may be on IRS Schedule K-1 or an equivalent) indicating such Member’s share of all items of income or gain, expense, loss or other deduction and tax credit of the Company for such year, as well as the status of such Member’s Capital Account and Subaccount, and its Capital Account and Subaccount balance, as of the end of such year. The Board of Managers shall pay all taxes, levies, assessments, rents and other impositions applicable to the Company.
Sample 1

Related to Tax Returns, Reports and Payments

  • Tax Returns (a) Seller shall timely prepare and timely file, or cause to be prepared and timely filed, all Tax Returns in respect of the Purchased Entities that are: (i) required to be filed after the date of this Agreement in respect of Pre-Closing Tax Periods (other than Straddle Periods subject to Section 6.3(b) below); and (ii) any combined, consolidated or unitary Tax Return that includes Seller or any of its Affiliates (other than the Purchased Entities), on the one hand, and any of the Purchased Entities or their respective subsidiaries, on the other hand. Such Tax Returns described in the foregoing clause (i) shall be prepared in a manner consistent with the past practices of the Purchased Entities, unless otherwise required by Law. Any Tax Returns described in the foregoing clause (i) that are to be prepared, or filed, by Seller or its Affiliates under this Section 6.3(a) shall be provided to Purchaser for its review and comments at least ten (10) Business Days prior to such items being filed, and Seller shall consider in good faith any reasonable comments received from Purchaser at least three (3) Business Days prior to the due date. Seller shall timely pay any Taxes shown on any such Tax Returns (other than any Taxes for which Seller is not required to indemnify Purchaser pursuant to Section 9.2(c)(vi)) to the relevant Taxing Authority. (b) Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns in respect of the Purchased Entities for any Straddle Period and, to the extent they are not otherwise required to be filed or caused to be filed by Seller under Section 6.3(a), Tax Returns for any Pre-Closing Tax Periods. Such Tax Returns shall be prepared on a basis consistent with the past practices of the Purchased Entities, unless otherwise required by Law. Any Tax Returns that are to be prepared, or filed, by Purchaser or the Purchased Entities under this Section 6.3(b) shall be provided to Seller for its review, and comments, together with a statement setting forth the amount of Tax for which Seller is responsible under Article VI, at least ten (10) Business Days prior to such items being filed, and Purchaser shall incorporate any reasonable comments received from Seller at least three (3) Business Days prior to the due date so long as such comments, if so incorporated, would not materially prejudice Purchaser or any of its Affiliates. Purchaser shall pay any and all Taxes shown as due on any Tax Return filed by Purchaser pursuant to this Section 6.3(b). Purchaser shall be entitled to reimbursement from Seller in respect of any Taxes that are the responsibility of Seller under Article VI. Upon payment of any such Tax, Purchaser shall present a statement to Seller setting forth the amount of reimbursement to which Purchaser is entitled under Article VI together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. Seller shall make such reimbursement promptly but in no event later than ten (10) Business Days after the presentation of such statement. (c) If Seller and Purchaser are unable to resolve all open issues with respect to any Tax Return as provided in Section 6.3(a) and Section 6.3(b) above prior to the due date (taking into account any extension validly obtained), such Tax Return will be filed as proposed by Seller (in the case of a Tax Return described in Section 6.3(a)) or Purchaser (in the case of a Tax Return described in Section 6.3(b)), and such open issues shall be referred to the Tax Advisor promptly after the filing due date. The Tax Advisor shall resolve such open issues, and any reimbursement payment or indemnification payment by either Seller or Purchaser under this Article VI shall be appropriately adjusted to reflect the resolution of the Tax Advisor.

  • Reports and Returns Seller shall promptly after the Closing prepare and file all reports and returns required by Legal Requirements relating to the business of Seller as conducted using the Assets, to and including the Effective Time.

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