Common use of Taxes; Tax Returns Clause in Contracts

Taxes; Tax Returns. The Seller shall prepare and file (or cause to be prepared and filed) on a timely basis (to the extent not filed on or before the date of this Agreement) all Tax Returns of the Seller for all taxable periods ending on or before or including the Closing Date, shall pay all Taxes shown to be due on such Tax Returns, and shall indemnify and hold the Purchaser harmless against, from and in respect of all Taxes of the Seller that are Excluded Liabilities. For purposes of determining whether any Tax is an Assumed Liability or an Excluded Liability, the portion of any Tax that is attributable to the Pre-Closing Tax Period shall be (i) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such taxable period, and (ii) in the case of a Tax that is based on net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes of this Agreement, all Taxes arising from and as a result of this transaction (other than any income, capital gains or similar Tax applicable to the income and gains of the Seller arising from the transactions contemplated by this Agreement) shall be deemed to be Taxes attributable to the Post-Closing Tax Period and shall be the responsibility of the Purchaser (including any transfer, stamp, documentary, sales, use or other Taxes assessed upon or with respect to the transfer of the Purchased Assets to the Purchaser, and any recording or filing fees with respect to the Purchased Assets). The Purchaser shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Purchaser for all taxable periods beginning after the Closing Date, shall pay all taxes shown to be due on such Tax Returns, and shall indemnify and hold the Seller harmless against, from and in respect of all Taxes that are Assumed Liabilities (i) for any taxable year or period commencing after the Closing Date, and (ii) for any taxable period beginning before and ending after the Closing Date. Upon written notice from the Seller accompanied by adequate support documentation, the Purchaser shall reimburse the Seller for any Tax that is an Assumed Liability that is paid by the Seller that was due on a Tax Return of the Seller. Upon written notice from the Purchaser accompanied by adequate support documentation, the Seller shall reimburse the Purchaser for any Tax that is an Excluded Liability that is paid by the Purchaser that was due on a Tax Return of the Purchaser.

Taxes; Tax Returns. The Except as set forth on Schedule 7.17 hereto, and Tax Returns for Transfer Taxes in connection with the transactions contemplated by this Agreement, which will be filed promptly after the Closing Date, Seller shall prepare and file has (or cause A) filed with the appropriate taxing authorities all Tax Returns relating to the Business required to be prepared and filed) on a timely basis (to the extent not filed for any period ending on or before the date of this Agreement) Closing Date (or are properly on extension), and all such filed Tax Returns of the Seller for are true, correct and complete in all taxable periods ending material respects, and (B) except as set forth on or before or including the Closing DateSchedule 7.17, shall pay paid in full all Taxes shown to be due on such Tax Returns, and shall indemnify and hold together with any penalties or fines due in connection therewith. Except as set forth on Schedule 7.17 hereto, there are no Liens for Taxes upon the Purchaser harmless against, from and in respect of all Taxes of the Seller that are Excluded Liabilities. For purposes of determining whether any Tax is an Assumed Liability Business or an Excluded Liability, the portion of any Tax that is attributable to the Pre-Closing Tax Period shall be (i) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such taxable period, and (ii) in the case of a Tax that is based on net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes of this Agreement, all Taxes arising from and as a result of this transaction (other than any income, capital gains or similar Tax applicable to the income and gains of the Seller arising from the transactions contemplated by this Agreement) shall be deemed to be Taxes attributable to the Post-Closing Tax Period and shall be the responsibility of the Purchaser (including any transfer, stamp, documentary, sales, use or other Taxes assessed upon or with respect to the transfer of the Purchased Assets to the Purchaser, except for statutory liens for current Taxes not yet due and any recording or filing fees with respect to the Purchased Assets)payable. The Purchaser shall prepare and Seller will file (or cause to be prepared and filed) on a timely basis all appropriate Tax Returns of the Purchaser for all taxable periods beginning after the Closing Date, shall pay all taxes shown to be due on such Tax Returns, and shall indemnify and hold the Seller harmless against, from and in respect of all Taxes that are Assumed Liabilities (i) for any taxable year period ending on or period commencing after before the Closing Date, and (ii) pay any Taxes for such periods when due. Except as set forth on Schedule 7.17 hereto, Seller has not received any outstanding notice of audit, and is not undergoing any audit, of Tax Returns relating to the Business and has never received any notice of deficiency or assessment from any taxing authority with respect to liability for Taxes relating to the Business which has not been fully paid or finally settled. There have been no waivers of statutes of limitations by Seller with respect to any Tax Returns relating to the Business. Except as set forth on Schedule 7.17 hereto, Seller has complied in all material respects with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and has withheld all amounts required by law to be withheld from the wages or salaries of employees and independent contractors of the Business, and is not liable for any taxable period beginning before Taxes with respect to the employees and ending after the Closing Date. Upon written notice from the Seller accompanied by adequate support documentation, the Purchaser shall reimburse the Seller for any Tax that is an Assumed Liability that is paid by the Seller that was due on a Tax Return independent contractors of the Seller. Upon written notice from the Purchaser accompanied by adequate support documentationBusiness for failure to comply with such laws, the Seller shall reimburse the Purchaser for any Tax that is an Excluded Liability that is paid by the Purchaser that was due on a Tax Return of the Purchaserrules and regulations.

Taxes; Tax Returns. The Seller shall prepare and file Except as set forth on Schedule 3.10(a): (or cause i) all material Tax Returns required to be prepared and filed by or on behalf of any Core Subsidiary have been timely filed) on a timely basis ; (to the extent not filed on or before the date of this Agreementii) all such Tax Returns of the Seller for are true, correct and complete in all taxable periods ending on or before or including the Closing Date, shall pay material respects; (iii) all material Taxes (shown to be as due on such Tax ReturnsReturns or otherwise) due and payable by any Core Subsidiary have been timely paid; (iv) no material adjustment or deficiency relating to any of such Tax Returns or otherwise, and shall indemnify and hold has been proposed in writing by any Tax authority; (v) there are no outstanding summons or other document requests with respect to any Tax Returns of any Core Subsidiary or the Purchaser harmless againstTaxes reflected on such Tax Returns or any other Tax liability imposed on any Core Subsidiary; (vi) there are no pending or, from and to the Knowledge of Seller, threatened actions or proceedings for the assessment or collection of Taxes against any Core Subsidiary; (vii) there are no Liens for any material Taxes on any assets of any Core Subsidiary other than liens for Taxes not yet due or payable or which a Seller Group Entity is contesting in respect good faith through appropriate proceedings, as set forth on Schedule 3.10(a); (viii) to the Knowledge of all Taxes Seller, no claim has been made by a Tax Authority in a jurisdiction where Tax Returns are not filed by or on behalf of any of the Seller Core Subsidiaries that are Excluded Liabilitiesany such Core Subsidiary is or may be subject to taxation by that jurisdiction; and (ix) all material Taxes required to be withheld, collected or deposited by any of the Core Subsidiaries, have been timely withheld, collected or deposited and, to the extent required prior to the date hereof, have been paid to the relevant Tax authority. For purposes of determining whether hereof, “Tax” or “Taxes” means any Tax is an Assumed Liability and all federal, state, local, or an Excluded Liability, the portion of any Tax that is attributable to the Pre-Closing Tax Period shall be (i) in the case of a Tax that is not based on net foreign income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fractionlicense, the numerator of which is the number of days in the Pre-Closing Tax Periodpayroll, and the denominator of which is the total number of days in such taxable periodemployment, and (ii) in the case of a Tax that is based on net incomeexcise, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes of this Agreement, all Taxes arising from and as a result of this transaction (other than any income, capital gains or similar Tax applicable to the income and gains of the Seller arising from the transactions contemplated by this Agreement) shall be deemed to be Taxes attributable to the Post-Closing Tax Period and shall be the responsibility of the Purchaser (including any transferseverance, stamp, documentaryoccupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use use, transfer, registration, value added, alternative or add-on minimum, estimated, or other Taxes assessed upon tax of any kind whatsoever, including any interest, penalty, or with respect addition thereto, whether disputed or not and “Tax Return” or “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to the transfer of the Purchased Assets to the PurchaserTaxes, including any schedule or attachment thereto, and including any recording or filing fees with respect to the Purchased Assets). The Purchaser shall prepare and file (or cause amendment thereof, required to be prepared and filed) on a timely basis all Tax Returns of filed with the Purchaser for all taxable periods beginning after the Closing DateInternal Revenue Service or any other governmental body or tax authority or agency, shall pay all taxes shown to be due on such Tax Returnswhether domestic or foreign, and shall indemnify and hold the Seller harmless againstincluding any consolidated, from and in respect of all Taxes that are Assumed Liabilities (i) for any taxable year combined or period commencing after the Closing Date, and (ii) for any taxable period beginning before and ending after the Closing Date. Upon written notice from the Seller accompanied by adequate support documentation, the Purchaser shall reimburse the Seller for any Tax that is an Assumed Liability that is paid by the Seller that was due on a Tax Return of the Seller. Upon written notice from the Purchaser accompanied by adequate support documentation, the Seller shall reimburse the Purchaser for any Tax that is an Excluded Liability that is paid by the Purchaser that was due on a Tax Return of the Purchaserunitary tax return.

Taxes; Tax Returns. The Seller shall prepare and file (or cause i) All material Tax Returns required to be prepared filed by or on behalf of the Sellers or the Subsidiaries on or before the Initial Closing Date have been or will be duly and filedtimely filed with the appropriate Governmental Authority in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns are, or will be, true, complete and correct in all material respects, (ii) all material Taxes due and payable by or on a behalf of the Sellers or the Subsidiaries on or before the Initial Closing Date (after giving effect to any valid extensions of time in which to pay such Taxes) have been, or will be fully and timely basis paid on or before the Initial Closing Date, except as set forth on Section 5.17 of the Disclosure Schedules, and (iii) no waivers of statutes of limitation have been given or requested with respect to the extent not any Tax Return required to be filed on or before the date Initial Closing Date by or on behalf of this Agreementthe Sellers or the Subsidiaries. (b) all All material Taxes required to be withheld, collected or paid to a relevant Governmental Authority by a Seller or Subsidiary on or before the Initial Closing Date have been or will be timely withheld, collected or paid to a relevant Governmental Authority on or before the Initial Closing Date, except as set forth on Section 5.17 of the Disclosure Schedules. (c) None of the Sellers and the Subsidiaries has engaged in any "reportable transactions" as defined in Treasury Regulation Section 1.6011-4(b). (d) No material adjustment or deficiency relating to any of such Tax Returns or otherwise, has been proposed in writing by any Governmental Authority and, to the Best of the Sellers' Knowledge, no claim has been made by any Governmental Authority in a jurisdiction where Tax Returns are not filed by or on behalf of the Seller for all taxable periods ending or Subsidiary that such Seller or Subsidiary is or may be subject to taxation by that jurisdiction. (e) Except as set forth on or before or including Section 5.17 of the Closing DateDisclosure Schedules, shall pay all Taxes shown with respect to be due on such Tax Returns, and shall indemnify and hold the Purchaser harmless against, from and in respect of all Taxes of the each Seller that are Excluded Liabilities. For purposes of determining whether any Tax is an Assumed Liability or an Excluded Liability, the portion of any Tax that is attributable to the Pre-Closing Tax Period shall be Subsidiary (i) in the case of a Tax that there is not based on net incomecurrently in effect any extension or waiver by the Seller or Subsidiary of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such taxable period, and (ii) there are no administrative proceedings or lawsuits pending or being contemplated against the Purchased Assets or the Seller or Subsidiary with respect by any Governmental Authority, (iii) there are no liens for any material Taxes on any Purchased Assets and (iv) no claim has been made against any Seller or Subsidiary by any Governmental Authority in a jurisdiction. (f) Each Seller or Subsidiary has in custody copies of all material Tax Returns filed for periods with respect to which any statute of limitations is still open, and related supporting materials and records, and, beginning on or after the case of a Initial Closing, shall cooperate with the Buyer or DR Partnership, as appropriate, including by furnishing to the Buyer or DR Partnership such documents and information as the Buyer or DR Partnership deems reasonably necessary or appropriate, so as to enable the Buyer or the DR Partnership to properly and timely prepare and file Tax that is based on net income, gross income, premiums or gross receipts, the Tax that would be due Returns and related forms with appropriate Governmental Authorities with respect to the Pre-Closing transactions contemplated herein or the Purchased Assets. (g) Section 5.17 of the Disclosure Schedules lists, for each Seller and each Subsidiary, each type of Tax Period if paid and each type of Tax Return filed, by jurisdiction, by or on behalf of such Pre-Closing Tax Period were Seller or the Subsidiary. (h) Except as set forth on Section 5.17 of the Disclosure Schedules, no issue has been raised by a separate Governmental Authority in any prior examination of the Sellers or the Subsidiaries which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency for any subsequent taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis . (such as the deduction for depreciation or capital allowancesi) shall be apportioned on a per diem basis. For purposes of this Agreement, all Taxes arising from and as a result of this transaction (other than any income, capital gains or similar Tax applicable to the income and gains of the Seller arising from the transactions contemplated by this Agreement) shall be deemed to be Taxes attributable to the Post-Closing Tax Period and shall be the responsibility of the Purchaser (including any transfer, stamp, documentary, sales, use or other Taxes assessed upon or with respect to the transfer None of the Purchased Assets is a "United States real property interest" within the meaning of Section 897(c)(1) of the Code. (j) The Purchased Assets were not owned, nor was the Business formed, prior to January 1, 2000. (k) The Sellers and the Subsidiaries have complied with all of their tax obligations towards the tax authorities of the Dominican Republic, directly or indirectly related to the Purchaser, and any recording or filing fees with respect to the Purchased Assets). The Purchaser shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns operation of the Purchaser for all taxable periods beginning after the Closing Date, shall pay all taxes shown to be due on such Tax Returns, and shall indemnify and hold the Seller harmless against, from and in respect of all Taxes that are Assumed Liabilities (i) for any taxable year or period commencing after the Closing Date, and (ii) for any taxable period beginning before and ending after the Closing Date. Upon written notice from the Seller accompanied by adequate support documentation, the Purchaser shall reimburse the Seller for any Tax that is an Assumed Liability that is paid by the Seller that was due on a Tax Return of the Seller. Upon written notice from the Purchaser accompanied by adequate support documentation, the Seller shall reimburse the Purchaser for any Tax that is an Excluded Liability that is paid by the Purchaser that was due on a Tax Return of the PurchaserDR Entities.

Taxes; Tax Returns. The Seller shall prepare As of the Closing Date: (a) In connection with, or relating to, Seller's operation of the Business, and file except as set forth in Schedule 4.5(a): (or cause i) all Tax Returns required to be prepared and filed) filed with any Governmental Authority with respect to any Pre-Closing Date Tax Period by or on a timely basis (behalf of Seller, have been or will be, to the extent not required to be filed on or before the date of this Agreementhereof, filed when due in accordance with all applicable Governmental Requirements; (ii) all such Tax Returns are, or will be at the time of filing, true, complete, and accurate in all material respects; (iii) all material Taxes shown as due and payable on the Tax Returns that have been filed have been timely paid, or withheld and remitted to the appropriate Governmental Authority; (iv) the charges, accruals and reserves for Taxes with respect to Seller for all taxable periods ending on or before or including the Closing Date, shall pay all Taxes shown to be due on such Tax Returns, and shall indemnify and hold the Purchaser harmless against, from and in respect of all Taxes of the Seller that are Excluded Liabilities. For purposes of determining whether any Tax is an Assumed Liability or an Excluded Liability, the portion of any Tax that is attributable to the Pre-Closing Date Tax Period shall be (i) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the including any Pre-Closing Date Tax Period, and Period for which no Tax Return has yet been filed) reflected on the denominator books of which Seller (excluding any provision for deferred income taxes) are adequate to cover such Taxes in all material respects; (v) Seller is the total number of days in such taxable period, and (ii) not delinquent in the case payment of a Tax that is based on net income, gross income, premiums any material Tax; (vi) Seller has not granted any extension or gross receipts, waiver of the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes statute of this Agreement, all Taxes arising from and as a result of this transaction (other than any income, capital gains or similar Tax limitations period applicable to the income and gains of the Seller arising from the transactions contemplated by this Agreementany Tax Return, which period (after giving effect to such extension or waiver) shall be deemed has not yet expired; (vii) there is no claim, audit, action, suit, proceeding or investigation now pending or, to be Taxes attributable to the Post-Closing Tax Period and shall be the responsibility of the Purchaser (including any transferSeller's knowledge, stamp, documentary, sales, use or other Taxes assessed upon threatened against or with respect to the transfer of the Purchased Assets to the Purchaser, and any recording or filing fees with respect to the Purchased Assets). The Purchaser shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of the Purchaser for all taxable periods beginning after the Closing Date, shall pay all taxes shown to be due on such Tax Returns, and shall indemnify and hold the Seller harmless against, from and in respect of all Taxes that are Assumed Liabilities (i) for any taxable year or period commencing after the Closing Date, and (ii) for any taxable period beginning before and ending after the Closing Date. Upon written notice from the Seller accompanied by adequate support documentation, the Purchaser shall reimburse the Seller for any Tax that or Tax Return; (viii) all information set forth in the Certified Financial Statements relating to any Tax asset or any Tax matters is true and complete in all material respects; (ix) Seller has not entered into any agreement or arrangement with any Governmental Authority with regard to the Tax liability of Seller; (x) Seller has not participated in orcooperated with an Assumed Liability that international boycott within the meaning of Section 999 of the Code nor has been requested to do so in connection with any transaction or proposed transaction; and (xi) Seller has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party. (b) Schedule 4.5(b) contains a list of all jurisdictions (whether foreign or domestic) to which any Tax is paid by the Seller that was due on a Tax Return of the Seller. Upon written notice from the Purchaser accompanied by adequate support documentationin connection with, or relating to, the Seller shall reimburse the Purchaser for any Tax that is an Excluded Liability that is paid by the Purchaser that was due on a Tax Return of the PurchaserBusiness.