Preparation and Filing of Tax Returns and Payment of Taxes Clause Samples

Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries), except as required by a change in the applicable Law or regulations. (b) The Buyer shall prepare and timely file or cause the Companies or their respective Subsidiaries to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s review at least forty-five (45) days prior to the due date (including extensions) of any such Tax Return. If ASC disputes any item on such Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. (c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 d...
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Preparation and Filing of Tax Returns and Payment of Taxes. (a) The Acquired Companies will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Acquired Companies due before Closing (taking into account applicable extensions). Such Tax Returns will be prepared using accounting methods and other practices that are consistent with those used by the Acquired Companies in their prior Tax Returns. The Acquired Companies will timely pay, or cause to be paid, (i) all Taxes required to be shown on such Tax Returns, and (ii) all other Taxes due before the Closing Date regardless of whether or not such Taxes are required to be shown on a Tax Return that is due before Closing Date. (b) Purchaser and the Surviving Corporation will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Acquired Companies due on or after Closing. (c) Purchaser will use commercially reasonable efforts to deliver, or cause to be delivered, to the Holder Representative a draft of any Tax Return (or portion thereof) of the Acquired Companies prepared (or caused to be prepared) by Purchaser not less than 30 days prior to the due date for filing such Tax Return (and if delivery of such Tax Returns at least 30 days prior to the due date for filing cannot be accomplished with commercially reasonable efforts, Purchaser shall in any case deliver such Tax Returns as soon as practicable thereafter and in any event prior to the due date for filing), but only to the extent such Tax Return (or portion thereof) includes or reasonably could be expected to affect Retained Taxes for which the Effective Time Holders are liable under this Agreement. The Holder Representative will provide Purchaser with its comments on, and proposed changes to, such Tax Return, if any, not later than 15 days after delivery by the Purchaser (or as soon as practicable after delivery and, if practicable, prior to the due date for filing in the event delivery is less than 15 days prior to the due date for filing). Purchaser will accept each such comment and proposed change unless, after a reasonable good faith determination, it determines that (i) there is insufficient legal authority to conclude that such comment or change is more likely than not correct, or (ii) such comment or proposed change would reasonably be expected to increase the amount of the Assumed Taxes. The amount of the Retained Taxes due with respect to such a Tax Return will be paid by the Purchaser; provided, however, that the Purchaser shall have...
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Preparation and Filing of Tax Returns and Payment of Taxes. (i) The Newco Shareholders shall pay and be liable for all Taxes owed by Newco for all periods up to and including the Closing Date except to the extent such Taxes are deducted from the portion of the Purchase Price payable to the Newco Shareholders or paid to Buyer following the Closing Date pursuant to Section 2.6. The
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Preparation and Filing of Tax Returns and Payment of Taxes shall deliver drafts of such Tax Returns (and a calculation of the Taxes required to be paid in connection therewith for which such other Party is liable pursuant to Section 8.1 (Allocation) and Section 8.2 (Apportionment)) to the other Party for its review and approval at least twenty (20) days prior to the due date of any such Tax Return (taking into account any valid extension), which approval shall not be unreasonably withheld or delayed. No later than two (2) days before Purchaser files any Tax Return pursuant to Section 8.3(b) (Filing of Tax Returns; Remittance of Tax), Seller shall pay to Purchaser any Taxes shown to be due and payable on such Tax Return for which Seller is liable pursuant to Section 8.1(a) (Allocation) and Section 8.2 (Apportionment).
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Preparation and Filing of Tax Returns and Payment of Taxes. (a) Subject to the third sentence of this Section 9.3(a), the Sellers shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by each Company and Subsidiary for all Pre-Closing Periods and shall pay or cause to be paid all Taxes due and payable in respect of such Tax Returns (such Tax Returns, the "Pre-Closing Period Tax Returns"
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Preparation and Filing of Tax Returns and Payment of Taxes 
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Related to Preparation and Filing of Tax Returns and Payment of Taxes

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • 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.

  • 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).

  • 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.

  • Tax Returns and Payments Each of the Borrower and each of its Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all material returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by, or with respect to the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for Taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and each of its Subsidiaries has paid all federal and state income Taxes and all other material Taxes and assessments shown on such Returns to be payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAP. On the Closing Date, there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any Taxes relating to the Borrower or any of its Subsidiaries. As of the Closing Date, except as set forth on Schedule 6.9, neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business).