MANNER OF PREPARING AND FILING TAX RETURNS Sample Clauses

The "Manner of Preparing and Filing Tax Returns" clause defines the procedures and responsibilities for preparing, reviewing, and submitting tax returns related to the agreement. It typically outlines which party is responsible for preparing the returns, the timeline for providing drafts to the other party for review, and the process for resolving any disputes over the content of the returns. This clause ensures that tax filings are handled in an organized and timely manner, reducing the risk of errors, omissions, or disagreements that could lead to penalties or disputes with tax authorities.
MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton or any Eaton Affiliate, shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 of this Agreement and (ii) any Ruling Documents or Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by Eaton. (b) Eaton shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating to the Pre-Deconsolidation and Straddle Periods to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by Eaton, any Eaton Affiliate, Axcelis Technologies, and any Axcelis Technologies Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. Eaton agrees to provide Axcelis Technologies with a copy of each such Tax Return prior to the due date for the filing of any such Tax Return (giving effect to applicable extensions) for such taxable years sufficiently in advance of such date to allow Axcelis Technologies the opportunity to review and comment on any such Tax Return. (1) Axcelis Technologies shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary for the preparation of the returns described in Sections 2.1(a) and (b) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) of this Agreement. If Axcelis Technolog...
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MANNER OF PREPARING AND FILING TAX RETURNS. (a) Continental shall have the exclusive right, in its sole discretion, to make all decisions relating to any Tax Return described in Section 2.1(a) of this Agreement, including the right to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by Continental, each Continental Affiliate, Holdings, and each Holdings Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for Refund shall be made, (6) whether any Refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return, whom to retain for such purpose and the scope of any such retention. (b) Holdings shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide to Continental (or cause to be so provided), all information that Continental shall reasonably request, in such form as Continental shall reasonably request, relating to the rights and obligations of Continental with respect to Taxes and Tax Returns hereunder, including any such information so requested to enable Continental to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Holdings no later than the later of thirty days following Continental's request for such information or ten (10) days prior to the due date (not taking into account extensions) of such Tax Return). (c) In the event that a Tax Item affects a Tax Return described in Section 2.1(a) of this Agreement and also affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Holdings shall, to the extent permitted by law, conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement.
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MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by SCL, any SCL Affiliate, ▇▇▇▇ or any ▇▇▇▇ Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 9.5 of this Agreement and (ii) the Opinion Documents, and (2) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.1 of this Agreement. (b) Subject to Sections 2.1(a)(ii) and (iii), ▇▇▇▇, and, subject to Section 2.1(b)(ii)(B) and (iii), SCL, as the case may be, shall have the exclusive right, in its sole discretion, with respect to any Tax Return for which it is responsible under Section 2.1 hereof, to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by SCL, any SCL Affiliate, ▇▇▇▇, and any ▇▇▇▇ Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return.
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MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by MAG or any MAG Affiliate, shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 9.3 of this Agreement and (ii) any Ruling Documents or Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by MAG. (b) MAG shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating to the Pre-Deconsolidation and Straddle Periods to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by MAG, any MAG Affiliate, MercFuel, and any MercFuel Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. MAG agrees to provide MercFuel with a copy of each such Tax Return prior to the due date for the filing of any such Tax Return (giving effect to applicable extensions) for such taxable years sufficiently in advance of such date to allow MercFuel the opportunity to review and comment on any such Tax Return. (1) MercFuel shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary for the preparation of the returns described in Sections 2.1(a) and (b) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with MAG's normal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, MercFuel may elect to have MAG prepare the returns described in Section 2.1(c) of this Agreement. If MercFuel so elects then it shall provide written notice to MAG as provided in Section 11.2. MAG shall prepar...
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MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Reuters, any Reuters Affiliate, Instinet or any Instinet Affiliate shall be (1) prepared in a manner that is consistent with Section 5 of this Agreement and the Code, and (2) filed on a timely basis (taking into account applicable extensions) by the party responsible for such filing under Section 2.1 of this Agreement. (b) Reuters shall have the exclusive right, in its sole discretion with respect to any Reuters Consolidated Return or Reuters Combined Return to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and
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Related to MANNER OF PREPARING AND FILING TAX RETURNS

  • Preparation and Filing of Tax Returns (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due. (ii) TCI shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Funding and Consummation Date, and shall permit the Stockholders a reasonable opportunity to review all such Returns for periods including the Funding and Consummation Date prior to the filing thereof. (iii) Each party hereto shall, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees and independent certified public accountants reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (iv) Each of the Company, Newco, TCI and each Stockholder shall comply with the Tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

  • Responsibility for Filing Tax Returns (i) The Sellers shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv).

  • Preparation of Tax Returns The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

  • Preparation and Filing If and whenever the Corporation is under an obligation pursuant to the provisions of Sections 3.5 and/or 3.6 to use its best efforts to effect the registration of any Registrable Shares, the Corporation shall, as expeditiously as practicable: (a) prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective in accordance with Section 3.7(b) hereof; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of (i) the sale of all Registrable Shares covered thereby or (ii) nine months from the date such registration statement first becomes effective, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Shares covered by such registration statement; (c) furnish to each holder whose Registrable Shares are being registered pursuant to this Section 3 such number of copies of any summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such holder may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares; (d) use its best efforts to register or qualify the Registrable Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as each holder whose Registrable Shares are being registered pursuant to this Section 3 shall reasonably request, and do any and all other acts or things which may be necessary or advisable to enable such holder to consummate the public sale or other disposition in such jurisdictions of such Registrable Shares; provided, however, that the Corporation shall not be required to consent to general service of process for all purposes in any jurisdiction where it is not then subject to process, qualify to do business as a foreign corporation where it would not be otherwise required to qualify or submit to liability for state or local taxes where it is not otherwise liable for such taxes; (e) at any time when a prospectus covered by such registration statement and relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.7(b) hereof, notify each holder whose Registrable Shares are being registered pursuant to this Section 3 of the happening of any event as a result of which the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and, at the request of such holder, prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (f) if the Corporation has delivered preliminary or final prospectuses to the holders of Registrable Shares that are being registered pursuant to this Section 3 and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Corporation shall promptly notify such holders and, if requested, such holders shall immediately cease making offers of Registrable Shares and return all prospectuses to the Corporation. The Corporation shall promptly provide such holders with revised prospectuses and, following receipt of the revised prospectuses, such holders shall be free to resume making offers of the Registrable Shares; and (g) furnish, at the request of any holder whose Registrable Shares are being registered pursuant to this Section 3, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 if such securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective if such securities are not being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holder or holders making such request.

  • 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).