Responsibility for Filing Tax Returns Sample Clauses
The "Responsibility for Filing Tax Returns" clause assigns the duty of preparing and submitting required tax returns to a specific party, typically clarifying who is accountable for compliance with tax laws. This clause may specify which taxes are covered, such as income, sales, or employment taxes, and can outline deadlines or procedures for filing. Its core function is to ensure that there is no ambiguity regarding tax compliance obligations, thereby reducing the risk of penalties or disputes between parties over who must handle tax filings.
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Responsibility for Filing Tax Returns. (a) Seller shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Governmental Authorities all Tax Returns in respect of the Companies that are required to be filed in respect of a Pre-Closing Tax Period, and shall pay all Taxes due with respect to such Tax Returns.
(b) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all other Tax Returns with respect to the Companies and shall remit any Taxes due in respect of such Tax Returns; provided that any such Tax Return in respect of a Straddle Period (a “Straddle Period Tax Return”) shall be prepared in a manner consistent with past practice; provided further, that Seller shall prepare or cause to be prepared and file or cause to be filed any such Straddle Period Tax Return that is required to be filed within thirty (30) days of the Closing Date and shall remit any Taxes due in respect of such Tax Returns. With respect to each Straddle Period Tax Return to be filed by the Buyer, Buyer shall deliver a copy of such Straddle Period Tax Return at least thirty (30) days prior to the due date for filing such Straddle Period Tax Return (including valid extensions) together with a statement setting forth the amount of Tax allocated to the Seller pursuant to Section 8.2 in respect of such Straddle Period Tax Return. Seller shall have the right to review such Straddle Period Tax Return and such allocation and, within 10 days after the date of receipt by Seller of such Straddle Period Tax Return and allocation, to request in writing any reasonable changes to such Straddle Period Tax Return. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Straddle Period Tax Return and allocation. In the even the Parties are unable to resolve any dispute within ten (10) days after Buyer has received Seller’s written request for changes, then any disputed issues shall be immediately submitted to the Independent Accounting Firm to resolve in a final binding matter prior to the due date for such Straddle Period Tax Return. The fees and expenses of the Independent Accounting Firm shall be shared equally between Seller and Buyer. Each of Buyer and Seller shall reimburse the other party no later than ten (10) Business Days following the due date for any Straddle Period Tax Return (taking into account any valid extensions thereof) to be filed by the other party for any Tax...
Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the ▇▇▇▇▇▇▇ US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).
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Responsibility for Filing Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date. Buyer shall permit the Interest Owners to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Responsibility for Filing Tax Returns. (i) Holder Representative shall prepare or cause to be prepared, and the parties hereto shall cooperate to timely file or cause to be timely filed (taking into account any extensions validly obtained), all Flow-Through Tax Returns for Pre-Closing Tax Periods that are due after the Closing Date (the “Pre-Closing Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law; provided, however, to the maximum extent permitted by applicable Law, all Transaction Deductions will be treated as properly allocable to the Pre-Closing Tax Period of the Company. Holder Representative will provide to Acquiror each Pre-Closing Flow-Through Tax Return together with such additional information regarding such Pre-Closing Flow-Through Tax Return as may be reasonably requested by Acquiror, for review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the filing of such Pre-Closing Flow-Through Tax Return (or, if such due date is within 60 days following the Closing Date, as promptly as practicable following the Closing Date). Holder Representative shall cooperate in good faith with Acquiror in resolving any issues Acquiror identifies with such Pre-Closing Flow-Through Tax Return, although the Holder Representative will have the final decisions as to any issues. The parties agree that the Pre-Closing Flow-Through Tax Returns shall designate ▇▇ ▇▇▇▇▇▇▇▇▇▇ as the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”).
(ii) Acquiror shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company and its Subsidiaries (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period (including any taxable period that includes but ends after the Closing Date) and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror will provide to the Holder Representative each Acquiror Prepared Return that could reasonably be expected to give rise to (A) claims against the Indemnity Escrow Fund by the Indemnified Parties or (B) any Tax liability or Tax reporting obligation for h...
Responsibility for Filing Tax Returns. (a) The Seller, with the assistance of the Purchaser, shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes of the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member of the Company immediately prior to the Closing shall remain the tax matters partner for the Pre-Closing Tax Periods. The Seller shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller are not liable hereunder.
(b) In accordance with the terms of the Amended LLC Agreement, the tax member partner or the Purchaser, as applicable, shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company or any of its Subsidiaries for any Straddle Period or Post-Closing Tax Period and the Company shall remit any entity-level Taxes, if any, due in respect of such Tax Returns.
Responsibility for Filing Tax Returns. Except as provided in Section 5.12, Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date.
Responsibility for Filing Tax Returns. (i) The Seller and the Shareholder shall prepare, or cause to be prepared all Tax Returns of the Company for Tax periods ending on or before the Closing Date that are due after the Closing Date (collectively, the “Seller Prepared Tax Returns”). Each Seller Prepared Tax Return shall be prepared consistent with the past practices of the Company, as applicable, except as required by applicable Law. The Seller and/or the Shareholder shall provide a copy of such Seller Prepared Tax Return to the Buyer for review and comment at least 30 days (10 days in the case of a non-income Tax Return) prior to the due date for filing such Tax Returns, and Seller shall consider in good faith any reasonable comments provided by Buyer on the Seller Prepared Tax Return. The Seller, the Shareholder, and Buyer shall work in good faith to resolve any disputes with respect to any Seller Prepared Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Seller Prepared Tax Return is required to be filed prior to the resolution of a dispute, the Seller Prepared Tax Return shall be filed as determined by Seller and the Shareholder and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Seller and/or the Shareholder shall timely file all Seller Prepared Tax Returns. The Seller and/or the Shareholder shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Seller Prepared Tax Returns if and only to the extent that a liability for the amount of such Taxes was not included in Working Capital and such Taxes were not pre-paid by the Company prior to the Closing Date. If and to the extent that a liability for a Tax reflected as due on and payable with a Seller Prepared Tax Return was included in Working Capital, the Company shall pay, and the Buyer shall cause the Company to pay, to the Seller the amount of such liability within two Business Days before payment of the Taxes (including estimated Taxes) is due to the applicable Tax Authority. The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent required by applicable Law.
(ii) Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all ...
Responsibility for Filing Tax Returns. Sellers shall prepare or cause to be prepared at Sellers’ cost and file or cause to be filed the income Tax Returns related to the Pre-Closing Period, but shall provide a copy of such return to Buyer at least ten (10) days prior to the filing deadline and give Buyer an opportunity to provide comments with respect to such Tax Returns. Buyer shall prepare or caused to be prepared at Buyer's cost and file or caused to be filed all other Tax Returns for the Company which are filed after the Closing Date.
Responsibility for Filing Tax Returns. Parent shall prepare and file (or cause to be prepared and filed) all Tax Returns for the Company Entities which are filed after the Closing Date. Prior to filing such Tax Returns, Parent (i) shall deliver copies to the Stockholders’ Representative, (ii) shall allow the Stockholders’ Representative a reasonable amount of time to review and comment upon such Tax Returns and (iii) shall resolve in good faith any reasonable comments or concerns raised by the Stockholders’ Representative.
Responsibility for Filing Tax Returns. (i) The Shareholder Representative (at the sole cost and expense of SMP) shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for SMP for any Pre-Closing Tax Period (other than a Straddle Period) (collectively, the “Company Returns”). The Shareholder Representative shall submit each of the SMP Returns to Buyer at least thirty (30) days (in the case of an income Company Return and a reasonable amount of time in the case of other Company Returns) prior to the due date (taking into account any extensions) and Buyer shall have the right to review and comment on such Company Returns for a period of fifteen (15) days (in the case of an income Company Return and a reasonable amount of time in the case of other Company Returns) and the Shareholder Representative shall reflect all comments from Buyer on such Company Returns to the extent such comments are consistent with the standard set forth in the previous sentence.
(ii) Buyer (at the sole cost and expense of Buyer) shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for SMP for any Straddle Period (the “Buyer Returns”). Buyer shall submit each of the Buyer Returns to the Shareholder Representative at least thirty (30) days (in the case of an income Buyer Return and a reasonable amount of time in the case of other Buyer Returns) prior to the due date (taking into account any extensions) and Shareholder Representative shall have the right to review and comments on such Buyer Returns for a period of fifteen (15) days (in the case of an income Buyer Return and a reasonable amount of time in the case of other Buyer Returns) and Buyer shall consider in good faith all comments from the Shareholder Representative on such Buyer Returns (or any amended Buyer Return if any comments to such Buyer Returns are not resolved prior to the due date taking into account extensions) to the extent such comments are consistent with the standard set forth in the previous sentence.