Foreign Tax Returns Sample Clauses

Foreign Tax Returns. The New ▇▇▇▇▇▇ Group shall be responsible for the filing of all foreign Tax Returns that are due with respect to periods ending on or before the Distribution Date and for the payment of all Taxes due or payable in connection therewith.
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Foreign Tax Returns. Neither PSNC nor any of the PSNC Subsidiaries is required to file a foreign tax return.
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Foreign Tax Returns. Logility shall not be required to consent to the ------------------- filing of any foreign tax return to be filed on a combined, consolidated, or unitary basis with the ASI Sub-Group unless and until this Agreement is modified to take into account the allocation of such foreign tax liability between the ASI Sub-Group and the Logility Group. The allocation of such foreign tax liability shall be in accordance with the principles set forth in this Agreement.
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Foreign Tax Returns. If the parties (or any members of their respective Groups) are required to file (or the parties determine that it is in their best interests to file) a foreign Tax Return for any Taxable period ending on or after the Effective Date that includes at least two Legal Entities, of which one Legal Entity is a member of the Company Group and the other Legal Entity is a member of the LMC Group (or any such Legal Entity of one Group is required or able to file a Tax Return reflecting the Tax Assets of a Legal Entity of the other Group pursuant to a similar or analogous scheme under applicable foreign Tax Law), the parties shall reasonably cooperate with one another to complete such Tax Returns, and to allocate the responsibility for payment of any Taxes or Tax Benefits with respect to such Tax Returns, consistent with the underlying principles of calculation and allocation in this Agreement, with such changes as are necessary to reflect the Tax Laws of the applicable jurisdiction.
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Foreign Tax Returns. Waccamaw and its Subsidiaries are not required to file any foreign Tax Return.
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Foreign Tax Returns. Old HomePlace and its Subsidiaries are not required to file any foreign Tax Return.
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Foreign Tax Returns. If the parties (or any members of their respective Groups) are required to file (or the parties determine that it is in their best interests to file) a foreign Tax Return for any Taxable period ending on or after the Effective Date that includes at least two Legal Entities, of which one Legal Entity is a member of the Company Group and the other Legal Entity is a member of the Embraer U.S. Group (or any such Legal Entity of one Group is required or able to file a Tax Return reflecting the Tax Assets of a Legal Entity of the other Group pursuant to a similar or analogous scheme under applicable foreign Tax Law), the parties shall reasonably cooperate with one another to complete such Tax Returns, and to allocate the responsibility for payment of any Taxes or Tax Benefits with respect to such Tax Returns, consistent with the underlying principles of calculation and allocation in this Agreement, with such changes as are necessary to reflect the Tax Laws of the applicable jurisdiction.
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Foreign Tax Returns. The New Morton Group shall be responsible for the filing of ▇▇▇ ▇oreign Tax Returns that are due with respect to periods ending on or before the Distri- bution Date and for the payment of all Taxes due or payable in connection therewith.
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Related to Foreign Tax Returns

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Foreign Taxes Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter shall be made free and clear of and without withholding or deduction for or on account of any and all taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.

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

  • Tax Returns Except as set forth on Schedule 3.6, (a) As of the Closing Date, the Seller has duly, timely and accurately filed or caused to be duly, timely, and accurately filed with the appropriate taxing jurisdictions, all Federal, state, local and foreign Tax Returns required to be filed, has timely paid or caused to be timely paid all Taxes as shown on such returns or on any assessment received by it to the extent that such Taxes have become due. All Tax Returns were correct and complete in all respects. The Seller is not the beneficiary of any extension of time within which to file any Tax Return. The Seller has not waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or penalty. (b) No audits or other administrative or court proceedings are pending or proposed with respect to the Seller that relate to Taxes. The Seller has never been a party to any audit, administrative or court proceeding that relate to Taxes. (c) No claim or assessment has been made by any taxing authority for unpaid Taxes against the Seller. There are no Tax Liens upon the assets of Seller, except for any Liens for personal property taxes not yet due and payable. (d) All Taxes due and payable by Seller on or before the Closing Date, for which neither filing of Tax Returns nor notice of deficiency or assessment is required, have been paid. (e) The Seller is not a party to or bound by (nor will it become a party to or bound by) any Tax indemnity, Tax sharing, or Tax allocation agreement of any kind. There are not outstanding powers of attorney executed on behalf of the Seller. (f) The Seller has never been a member of an affiliated group of corporations within the meaning of IRC Section 1504. (g) The Seller has not filed a consent pursuant to the collapsible corporation provisions of IRC Section 341(f) (or any corresponding provision of state or local law) or agreed to have IRC Section 341(f)(2) (or any corresponding provisions of state or local law) apply to any disposition of any asset owned by the Seller. (h) The Seller has not agreed to make nor is it required to make any adjustment under IRC Section 481(a) by reason of a change in accounting method or otherwise. (i) The Seller is not nor has ever been a United States real property holding company within the meaning of IRC Section 897. (j) There is no contract, agreement, plan, or arrangement covering any employee or former employee of the Seller that, individually or collectively, would give rise to a payment that would not be deductible by reason of IRC Section 280G. (k) Adequate accruals for Taxes have been made on the books of the Seller that will be reflected in the Seller's Financial Statements. (l) All Taxes required to be withheld by or on behalf of the Seller or with respect to the business or assets thereof have been withheld, and such withheld taxes have either been duly and timely paid to the proper Governmental Authorities or set aside in accounts for such purpose or accrued, reserved against and entered upon the books of the Seller. Notwithstanding anything to the contrary contained above, adjustments in claimed Net Operating Loss amounts that do not result in an adverse cash impact on the Seller shall not constitute a breach of any representation made in this Section 3.6.

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.