Taxation Matters Clause Samples
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Taxation Matters. (a) The Seller shall make available to the Purchaser copies of any and all Returns filed on behalf of B▇▇▇▇▇ or SLZ and shall provide such supporting Tax information and schedules to the Purchaser promptly following the Purchaser’s written request therefore.
(b) The Seller shall prepare or cause to be prepared all Returns required to be filed by B▇▇▇▇▇ and SLZ after the Closing Date with respect to taxable periods ending on or before the Closing Date and shall pay all such taxes due in respect to such Returns, including without limitation any and all taxes arising from or relating to the satisfaction, repayment or cancellation of any Intercompany Indebtedness. Such Returns shall be prepared in accordance with applicable Laws and in a manner consistent with past Returns of B▇▇▇▇▇ and SLZ. The Purchaser shall be given a copy of such Returns at least 14 days prior to the date on which such Returns are filed for the purposes of reviewing and commenting on such Returns, and the Seller agrees to include all reasonable changes to such Returns that are requested by the Purchaser within 10 days of the date on which they receive such Returns, provided that the Seller shall determine, in its sole discretion, acting reasonably, whether any changes requested by the Purchaser are reasonable. The Purchaser agrees that, provided that the Purchaser has been provided with the opportunity to review and comment on the Returns in accordance with this Section 6.2, the determinations made by the Seller in the preparation and filing of all Returns required to be filed by B▇▇▇▇▇ and SLZ after the Closing Date with respect to taxable periods ending on or before the Closing Date shall be final and the Purchaser agrees that it shall not dispute such determinations. The Seller shall file or cause to be filed all such Returns described above, and (without limiting the generality of Section 8.1(a)).
(c) The Seller and the Purchaser shall cooperate fully, as and to the extent reasonably requested by, and at the expense of, the other Party, in connection with the filing of Returns and any audit, litigation or other proceeding with respect to Taxes relating to taxable periods ending on or before or that otherwise include the Closing Date. Such co-operation shall include the retention and, upon the other Party’s request, the provision of records and information reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis...
Taxation Matters. 12.1 Notwithstanding anything to the contrary contained in this Scheme, upon effectiveness of this Scheme:
(a) the Transferor shall be liable for any Tax payable to Appropriate Authorities under Applicable Laws relating to Tax ("Tax Laws") and shall be entitled to any refunds of Tax from Appropriate Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking prior to the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Transferor and whether such payments or receipts are due or realised on, before or after the Appointed Date; and
(b) the Transferee shall be liable for any Tax payable to Appropriate Authorities under Tax Laws and shall be entitled to refunds of any Tax from Appropriate Authorities under Tax Laws, which, in each case, arise from the operation or activities of the Demerged Undertaking on or after the Appointed Date, regardless of whether such payments or receipts are provided or recorded in the books of the Transferor and whether such payments or receipts are due or realised on, before or after the Appointed Date.
12.2 Upon effectiveness of this Scheme, all Taxes paid or payable by the Transferor in respect of the operations and/ or the profits of the Demerged Undertaking on and from the Appointed Date, shall be on account of the Transferee. Upon effectiveness of this Scheme, the payment of any Tax, whether by way of deduction at source (including foreign tax credit), advance tax, self assessment tax, minimum alternate tax, or otherwise howsoever, by the Transferor in respect of the activities or operations of the Demerged Undertaking on and from the Appointed Date, shall be deemed to have been paid by the Transferee, and, shall, in all proceedings, be dealt with accordingly.
12.3 Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any other Tax, in relation to the operation and activities of the Demerged Undertaking prior to the Appointed Date shall belong to and be received by the Transferor, even if the prescribed time limits for claiming such refunds or credits have lapsed. Any refund of Tax paid under Tax Laws including income tax, sales tax, value added tax, service tax, GST, CENVAT or any other Tax, in relation to the operation and activities of the Demerged Undertaking on or after the Appointed Date shall belong to and be received by the Transferee, even if ...
Taxation Matters. The Company has complied with all the requirements as specified under the respective Tax Laws as applicable to it in relation to returns, computations, notices, deductions, withholdings and information which are or are required to be made or given by the Company to any Tax authority for all Tax periods for taxation and for any other Tax or duty purposes, have been made on a proper and timely basis and are correct and none of them is the subject of any dispute with the Indian taxation authorities and all applicable Taxes have been deducted, collected, withheld, deposited and paid and filings with respect to the same have been done and completed in accordance with Law and no Tax Demand has been received or, to the best of the knowledge of the Warrantors, threatened in respect thereof. The Company has discharged all due and payable sums towards payment of Taxes of any other Persons that they are required to discharge under any applicable contracts and, there are no facts or circumstances that may give rise as on the date of the financial statements to any material Tax or Tax liability in addition to Tax already paid or provisioned in the financial statements. The Company is not subject to Tax in any jurisdiction other than India. The Company has no Tax liability arising out of any matter up to the Closing except as adequately reserved for on its balance sheet, nor there are any circumstances by reason of which the Company is likely to become liable to pay, any interest, penalty, surcharge or fine relating to any Tax. With respect to any period for which Tax returns are not yet due and thus have not been filed, or for which Taxes are not yet due or owing, the Company has made due and sufficient accruals for such Taxes in its books and records and in accordance with Indian GAAP and applicable Laws, including the financial statements. The Company has not paid or become liable to pay any interest, penalty, surcharge or fine relating to any applicable Taxes. The Company has not been since incorporation been subject to and the Company is not currently subject to any investigation, audit, visit or search and/or seizure by any revenue authority and no notice or communication of any such investigation, audit or proposed visit by any taxation authority has been received by the Company. All claims or other requests for any particular treatment relating to taxation that have been taken into account in computing any amount in the financial statements, have been duly made ...
Taxation Matters. 4.1 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-
Taxation Matters. 4.1 All returns, computations and payments which should be, or should have been, made by the Company for any Taxation purpose have been made within the requisite periods and are up-to-date, correct and on a proper basis and none of them is, or is likely to be, the subject of any dispute with the Inland Revenue or other Taxation authorities.
4.2 The Company has duly deducted and accounted for all amounts which it has been obliged to deduct in respect of Taxation and, in particular, has properly operated the PAYE system, by deducting tax, as required by law, from all payments made, or treated as made, to its employees or former employees, and accounted to the Inland Revenue for all tax so deducted and for all tax chargeable on benefits provided for its employees or former employees.
4.3 The Company is not, nor will become, liable to pay, or make reimbursement or indemnity in respect of, any Taxation (or amounts corresponding thereto) in consequence of the failure by any other person (not being a group company) to discharge that Taxation within any specified period or otherwise, where such Taxation relates to a profit, income or gain, transaction, event, omission or circumstance arising, occurring or deemed to arise or occur (whether wholly or partly) on or prior to the date of this Agreement.
4.4 The Company has not incurred or is, or has become, liable to incur expenditure which will not be wholly deductible in computing its taxable profits except for expenditure on the acquisition of an asset to be held otherwise than as stock-in-trade.
4.5 The Company has not made or agreed to make, a surrender of, or claim for, group relief pursuant to ICTA Pt X Ch IV (group relief) or is liable to make or entitled to receive a payment for group relief otherwise than to or from another group company.
4.6 The execution or completion of this Agreement will not result in any profit or gain deemed to accrue to the Company for Taxation purposes.
4.7 The Company has not in the six years ending on the date of this Agreement carried out, or been engaged in, any transaction or arrangement in respect of which there may be substituted for the consideration given or received by such Company a different consideration for Taxation purposes.
4.8 The Company has duly registered and is a taxable person for the purpose of value added tax and has not applied for treatment as a member of a group.
Taxation Matters. (a) Grantee recognizes and agrees that there may be certain tax issues that affect Grantee arising from the grant and/or vesting of the Restricted Shares and Grantee shall be solely responsible for payment of all federal, state and local taxes resulting therefrom. The Company expressly provides no tax advice to Grantee and recommends that Grantee seek personal tax advice.
(b) In general, Grantee will have taxable income in any year during which Restricted Shares vest. The amount of the taxable income for each year will equal the number of shares which vest multiplied by the fair market value of a Share of Common Stock on the vesting date. This amount will be included Grantee’s taxable income reported for that year. Any applicable withholding taxes associated with the vesting of the Restricted Shares may be paid to the Company as set forth in paragraph (c) below or by any other method deemed satisfactory to the Company, prior to the delivery of vested shares to Grantee.
(c) Grantee’s tax withholding liability may be satisfied through the delivery to the Company of Shares of Common Stock having a value equal in amount to the tax withholding liability outlined in (b) above. The number of shares to be delivered to the Company will be rounded up to the nearest whole share and in no case will partial Shares be transferred. The Shares delivered to the Company for satisfaction of Grantee’s withholding tax liability will result in a reduction in the number of vested shares actually delivered to Grantee.
(d) Section 83(b) of the Internal Revenue Code permits Grantee to recognize income in the year in which the Restricted Shares are granted, rather than in the subsequent years in which they vest. This election generally must be filed with the Internal Revenue Service within 30 days of the Grant Date. Grantee is encouraged to discuss this option with his or her own tax advisor. In the event Grantee desires to make an election under Section 83(b) of the Code, Grantee first shall make appropriate arrangements with the Company for the payment of all applicable withholding taxes associated with such election.
(e) If Grantee is of a natural citizenship other than the United States of America, he or she will be subject to and have his or her tax liability calculated in accordance with the applicable statutory laws of his or her home country, which may result in treatment other than what is outlined in (b) through (d) above.
Taxation Matters. (a) The Seller is not involved in any dispute with any Tax authority concerning any matter likely to affect the conduct of the Business after Completion or any of the Assets and, so far as the Seller is aware, no such dispute is reasonably likely.
(b) The Seller has made all deductions and withholdings in respect, or on account, of any Tax from any payments made by it which it is obliged or entitled to make and has accounted in full to the appropriate authority for all amounts so deducted or withheld.
Taxation Matters. (a) All income of the Escrow Fund shall be taxable to Acquiror as of the end of each calendar year and to the extent required by the Internal Revenue Service, whether or not such income was disbursed during such calendar year. For certain payments made pursuant to this Escrow Agreement, Escrow Agent may be required to make a “reportable payment” or “withholdable payment” and in such cases Escrow Agent shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the “Code”). Escrow Agent shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Escrow Agreement shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to Escrow Agent prior to the date of this Escrow Agreement, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. Escrow Agent shall have the right to request from any party to this Escrow Agreement, or any other person or entity entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for Escrow Agent to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 5(a) are not provided prior to the date of this Escrow Agreement or by the time the related payment is required to be made or are determined by Escrow Agent to be incomplete and/or inaccurate in any respect, Escrow Agent shall be entitled to withhold (without liability) a portion of any interest or other income earned on the investment of the Escrow Amount or on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment.
(b) The parties hereto acknowledge that, in order to help fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship. The parties hereby agree that they shall provide Escrow Agent with such information as Escrow Agent may request including, but not limited to, each party’s name,...
Taxation Matters. (a) Characterization. The Member intends that the Company shall be treated as a partnership for federal, state, local and foreign income and franchise tax purposes, and shall take all reasonable action, including the execution of such other documents, as may be reasonably required to have the Company qualify for and obtain treatment as a partnership for any and all such tax purposes.
Taxation Matters. The Company has complied with all the material requirements as specified under the applicable Tax Laws in relation to payments, returns, computations, notices and information which are required to be complied by the Company. The Company has no notice of any Tax disputes or other liabilities of Taxes in respect of which a claim has been made or notice has been issued against the Company.