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).
Reporting TIPS Sales Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member’s purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS by either: (1) Emailing the purchase order or similar purchase document (with Vendor’s Name, as known to TIPS, and the TIPS Contract Name and Number included) to TIPS at ▇▇▇▇▇▇@▇▇▇▇-▇▇▇.▇▇▇ with “Confirmation Only” in the subject line of the email within three business days of Vendor’s acceptance of the order, or; (2) Within 3 business days of the order being accepted by Vendor, Vendor must login to the TIPS Vendor Portal and successfully self-report all necessary sale information within the Vendor Portal and confirm that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor’s TIPS Contract(s) for cause at TIPS’ sole discretion. Please refer to the TIPS Accounting FAQ’s for more information about reporting sales and if you have further questions, contact the Accounting Team at ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇-▇▇▇.▇▇▇.
PROMOTING TAX COMPLIANCE 20.1 If, at any point during the Framework Period, an Occasion of Tax Non- Compliance occurs, the Supplier shall: 20.1.1 notify the Authority in writing of such fact within five (5) Working Days of its occurrence; and 20.1.2 promptly provide to the Authority: (a) details of the steps that the Supplier is taking to address the Occasion of Tax Non-Compliance, together with any mitigating factors that it considers relevant; and (b) such other information in relation to the Occasion of Tax Non- Compliance as the Authority may reasonable require. 20.2 In the event that the Supplier fails to comply with this Clause 20 and/or does not provide details of proposed mitigating factors which in the reasonable opinion of the Authority are acceptable, then the Authority reserves the right to terminate this Framework Agreement for material Default.
Accounting, Tax and Regulatory Matters Each Owner and the Company, -------------------------------------- jointly and severally, represents and warrants to Premiere that neither the Company, any Owner nor any Affiliate thereof has taken or agreed to take any action or has any knowledge of any fact or circumstance that is reasonably likely to (i) prevent the Merger from qualifying for pooling-of-interests accounting treatment or as a reorganization within the meaning of Section 368(a) of the Code, or (ii) materially impede or delay receipt of any consents referred to in Section 5.6 of the Uniform Terms or result in the imposition of a condition or restriction of the type referred to in the last sentence of such Section.
Reporting Notification A. Quarterly Reports In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any contract having a term longer than 3 months, Local Agency shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five (5) Business Days following the end of each calendar quarter or at such time as otherwise specified by the State.