Filing of Tax Returns Clause Samples

Filing of Tax Returns. The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP), except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

Filing of Tax Returns. The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof 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 and for which adequate reserves required by generally accepted accounting principles (“GAAP”) have been created with respect thereto or as would not be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

Filing of Tax Returns. (i) Transferors, at their sole cost and expense, shall (A) prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns of the Company due (after taking into account all appropriate extensions) on or prior to the Closing Date (the “Pre-Closing Tax Returns”); (B) prepare and timely file (or cause the Company to prepare and timely file) the IRS Form 1065 (and any comparable state and local Tax Returns) of the Company for any Tax period ending on or prior to the Closing Date (the “Partnership Returns,” and collectively with the Pre-Closing Tax Returns, the “Transferor Prepared Tax Returns”) and (C) timely pay (or cause the Company to timely pay) all Taxes that are shown as payable with respect to Transferor-Prepared Returns. All Transferor Prepared Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the Company and, to the extent applicable, the conventions provided for in accordance with Section 5.11(b)(iii). To the extent required to be signed by HSE or the Company, each Partnership Return due after the Closing Date shall be submitted to HSE for HSE’s review and comment at least thirty (30) days prior to the due date of such Partnership Return. Transferors shall consider in good faith any comments made by HSE to such Tax Returns. HSE shall cause the Company to file all Partnership Returns prepared by Transferors and timely delivered by HSE in accordance with this Section 5.11(b)(i). (ii) HSE shall cause the Company to prepare and timely file all Tax Returns of the Company (other than the Partnership Returns) due after the Closing Date (the “HSE Prepared Returns”). To the extent that a HSE Prepared Return relates solely to a Pre-Closing Tax Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Company, and, to the extent applicable, the conventions provided in Section 5.11(b)(iii), unless, as reasonably determined by HSE, such procedure, practice, accounting method or other contemplated treatment does not have sufficient legal support to avoid the imposition of penalties, in which case, such HSE Prepared Return shall be prepared in accordance with any good faith method determined by HSE after consulting with Transferors. If a HSE Prepared Return relates to income Taxes for a Pre-Closing Tax Period or shows an Indemnified Tax, HSE shall submit such HSE Prepared Return to Transferors for Transferors’ rev...

Filing of Tax Returns. The Managing General Partner shall prepare and file, or cause the accountants of the Partnership to prepare and file, a U.S. federal information tax return in compliance with Section 6031 of the Code and any required state, local and foreign income tax and information returns for each tax year of the Partnership.

Filing of Tax Returns. (i) Loews shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Loews Group (each, a “Loews Filed Tax Return”). Lorillard shall prepare and deliver (at its own cost and expense) to Loews in a manner consistent with past practice pro forma Tax Returns (including work papers) and any other information that Loews deems necessary to prepare and timely file any Loews Filed Tax Return with respect to each member of the Lorillard Group included in, or reflected on, a Loews Filed Tax Return no later than ninety days before the due date for the filing of the relevant Tax Return (giving effect to valid extensions thereof), provided, however, that with respect to the Loews Filed Tax Return of the Loews Consolidated Group for the taxable period ending on December 31, 2008, Lorillard shall prepare and deliver such pro forma Tax Returns and information no later than ninety days after the Deconsolidation Date. Each member of the Lorillard Group hereby irrevocably authorizes and designates Loews as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Loews Filed Tax Returns and, except as otherwise provided in this Article IV, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a Loews Filed Tax Return. Except as otherwise provided in this Article IV, Loews shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Loews Filed Tax Return and to determine whether any refunds of Taxes shall be received by way of refund or credit against a current or future Tax liability. (ii) Lorillard shall have the sole and exclusive responsibility for preparing and filing each Tax Return required to be filed after the Deconsolidation Date that includes any member of the Lorillard Group which is not a Loews Filed Tax Return (each, a “Lorillard Filed Tax Return”). Except as otherwise required by law, Lorillard shall prepare and file all Lorillard Filed Tax Returns on a basis that is consistent with the Tax Materials and shall not take any position (or make any election) in the preparation and filing of such Lorillard Filed Tax Returns that is inconsistent with any position or election made by Loews in connection with the preparation and filing of any Tax Return of the Loews ...

Filing of Tax Returns. The Managing Member shall prepare and file, or cause the accountants of the Company to prepare and file, a federal information tax return in compliance with Section 6031 of the Code, and any required state and local income tax and information returns for each tax year of the Company.

Filing of Tax Returns. Timely file all material Tax Returns required by applicable Requirements of Law to be filed by it.

Filing of Tax Returns. Acquiror has duly and timely filed (in accordance with any extensions duly granted by the appropriate governmental agency, if applicable) with the appropriate governmental agencies all Tax Returns and reports required to be filed by the United States or any state or any political subdivision thereof or any foreign jurisdiction. All such tax returns or reports are complete and accurate and properly reflect the taxes of Acquiror, as the case may be, for the periods covered thereby.

Filing of Tax Returns. APP has duly and timely filed (in accordance with any extensions duly granted by the appropriate governmental agency, if applicable) with the appropriate governmental agencies all Tax Returns and reports required to be filed with the United States or any state or any political subdivision thereof or any foreign jurisdiction. All such Tax Returns or reports are complete and accurate in all material respects and properly reflect the taxes of APP for the periods covered thereby.