Return Filings Clause Samples

Return Filings. The Sellers or their designee shall prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the appropriate Taxing Authority all necessary Tax Returns of or which include or relate to the Business for Pre-Closing Tax Periods that are required to be filed (including extensions) on or prior to the Closing Date (including all Tax Returns the Companies file jointly with a Seller or any of its affiliates (other than the Companies)). The Sellers shall pay or shall cause to be paid any and all Taxes due with respect to such Tax Return filings.

Return Filings. The Company and the Subsidiaries shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filed by them and shall pay all Taxes due with respect to such Tax Returns.

Return Filings. For any taxable period of the Transferred Entities that includes (but does not end on) the Closing Date, the Purchaser shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities all Tax Returns required to be filed on a basis consistent with past practices of the Business and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that the Seller shall pay the Purchaser at least five days before such Tax Return is due any amount owed by the Seller pursuant to Section 9.01(a) with respect to the taxable periods covered by such Tax Returns. For any taxable period of the Transferred Entities that ends on or before the Closing Date, the Seller shall timely prepare and file with the appropriate Taxing Authority all Tax Returns required to be filed; provided that if such Tax Return is required to be filed by a Transferred Entity after the Closing Date, the Seller shall deliver such Tax Return to the Purchaser which shall sign and file such Tax Return; and provided further that any such Tax Return described in this sentence shall be prepared, on a basis consistent with the past practices of the Business and in accordance with applicable Law. The Seller shall pay all Taxes due with respect to such Tax Returns and, if such Tax Return is to be filed by the Purchaser, shall pay the Purchaser at least five days before such Tax Return is due any amount shown as due on such Tax Return.

Return Filings. The Surviving Corporation shall prepare and timely file or cause to be timely filed all Returns required to be filed by or with respect to the Company for (i) taxable years or periods ending on or prior to the Closing Date, the due date for filing of which (taking into account extensions) is after the Closing Date, and (ii) taxable years or periods including, but ending after, the Closing Date (any such period, a “Straddle Period”) (with payment of Taxes in respect of such Returns to be made by the Surviving Corporation). Any such Returns shall be prepared and filed in a manner consistent with past practices employed by the Company with respect to the Company and the Company Subsidiaries, including the jurisdictions in which such Returns are filed, except to the extent counsel for the Surviving Corporation determines there is no reasonable basis in Law therefor. The Stockholders’ Representative shall be entitled to review any such Returns at least thirty (30) days prior to filing and may make reasonable revisions thereto at least ten (10) days prior to filing.

Return Filings. (i) The Sellers’ Representative shall prepare and timely file or cause to be timely filed all Returns required to be filed by or with respect to the Company for (A) taxable years or periods ending prior to the Closing Date, the due date for filing of which (taking into account extensions) is after the Closing Date, and (B) taxable years or periods including, but ending on or after, the Closing Date (any such period, a “Straddle Period”). Any such Returns shall be prepared in a manner consistent with past practices employed by the Sellers with respect to the Company, except to the extent counsel for the Buyer determines there is no reasonable basis in Law therefor. The Sellers’ Representative shall pay directly to each relevant Taxing Authority any Taxes for a Pre-Closing Tax Period and Taxes for the Pre-Closing Tax Period of any Straddle Period in excess of any reserve therefor accrued in the Financial Statements within twenty (20) days after written demand therefor by Buyer, or twenty (20) days after the resolution of any objection by the Sellers’ Representative in respect thereof pursuant to Section 9.1(a)(ii) hereof, as applicable. (ii) The Sellers’ Representative shall provide the Buyer with a copy of any Return for a Pre-Closing Tax Period or Straddle Period that also includes Taxes, for which the Sellers may be liable, at least twenty (20) days prior to the due date for filing the Return (including extensions). In addition, with respect to any Straddle Period Returns, the Sellers’ Representative shall provide Buyer with a statement (including all available supporting schedules and information) certifying the amount of Tax shown on such Return that is allocable to the Sellers under Section 9.1(b) at least twenty (20) days prior to the due date for filing the Return (including extensions). The Buyer shall have the right to object to such Return within ten (10) days of receipt of such Return. If the Buyer objects to a Return, the Sellers’ Representative and the Buyer agree to use their best efforts to resolve the dispute. Any dispute not resolved within twenty (20) days after an objection shall be submitted to the Accounting Firm. The Accounting Firm’s review shall be limited to the disputed item and shall be concluded within ten (10) days. The parties acknowledge and agree that Buyer shall bear the percentage of the fees and expenses of the Accounting Firm that equals the difference between the sum of all differences between the Buyer’s calculation of ...

Return Filings. For any taxable period of the Company or any Subsidiary that ends on or before the Closing Date, Seller shall be responsible for timely preparing and filing with the appropriate authorities all Federal Income Tax Returns (including amended Returns required to be filed as a result of examination adjustments) and all other Tax Returns with respect to Income Taxes for which the Company or any Subsidiary is a member of an Affiliated Group, each of which shall be prepared in a manner consistent with past practice except to the extent required by law, and shall pay all Taxes due with respect to such Tax Returns (including as a result of an audit or examination of any such Tax Return). Purchaser shall be responsible for preparing and filing with the appropriate authorities all other Tax Returns of the Company or any Subsidiary and shall pay all Taxes due with respect to all other such Tax Returns.

Return Filings. The Surviving Company shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns required to be filed after the Closing Date by or with respect to the Company. The Surviving Company shall provide the drafts of any such Tax Returns relating to a taxable period ending on or before the Closing Date to the Representative at least thirty (30) days prior to the filing due date, and the Representative may review and propose reasonable revisions to any such Tax Returns as long as such proposed revisions are provided to the Surviving Company at least five (5) days prior to the due date for filing such returns. Any such Tax Return shall be prepared and filed in a manner consistent with past practices employed by the Company with respect to the Company, unless otherwise required by applicable Law.

Return Filings. For any taxable period of OEP TAG Holdings including but not ending on the Closing Date, Buyer shall timely prepare (or cause to be prepared) on a basis consistent with past practices of OEP TAG Holdings and shall deliver such Tax Return to the OEP Group at least thirty (30) days prior to the date on which such Tax Return is required to be filed with the appropriate Governmental Authority. In the case of any Tax Return for any taxable period of OEP TAG Holdings that ends on or before the Closing Date, the members of the OEP Group shall timely prepare (or cause to be prepared), on a basis consistent with the past practices of OEP TAG Holdings, and shall deliver such Tax Return to Buyer at least thirty (30) days prior to the date on which such Tax Return is required to be filed with the appropriate Governmental Authority for the review and approval of Buyer. The Federal income Tax Return of OEP TAG Holdings shall be prepared by the OEP Group on the basis that OEP TAG Holdings’ taxable year will end at the end of the day on the Closing Date in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) and -76(b)(2)(i). Notwithstanding anything to the contrary herein, the OEP Group shall (i) prepare all Tax Returns of OEP TAG Holdings required to be prepared by the OEP Group in a manner consistent with the CTH Distribution being treated as a taxable distribution under Section 311(b) of the Code and (ii) report all gain resulting from the CTH Distribution on such Tax Return consistent with the valuation obtained under Section 6.14; provided, however that in the event the valuation obtained under Section 6.14 provides a valuation range, OEP TAG Holdings will report all such gain consistent with the lowest value in such range; provided further that in the event the lowest value in such range is greater than the valuation report prepared by OEP TAG Holdings by an amount greater than $3,000,000, then the Parties agree that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall establish the value for the TAG CTH membership interests held by OEP TAG Holdings that will be distributed by OEP TAG Holdings to the OEP Group in the CTH Distribution, and OEP TAG Holdings will report all gain from the CTH Distribution based on the valuation prepared by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The cost of any valuation prepared by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall be borne 50% by Buyer and 50% by Sellers. Other than with respect to disputes relating to the value of the TAG CTH interests distributed in the CTH Distribution, if Buyer d...

Return Filings. For any taxable period of Career Services or Westech that includes (but does not end on) the Closing Date, BrassRing shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided, however, that Central shall reimburse BrassRing (in accordance with Sections 8.02 and 8.08) for any amount owed by Central pursuant to Sections 8.02 and 8.08 with respect to the taxable periods covered by such Tax Returns. For any taxable period of Career Services or Westech that ends on or before the Closing Date, Central shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed, and shall pay all Taxes due with respect to such Tax Returns; provided, however, that (i) at least 60 days prior to the due date for filing any such Tax Returns (taking into account any applicable extensions), Central shall furnish BrassRing with all schedules relating to Career Services and Westech that are filed with such Tax Returns for BrassRing's review and comment and (ii) no such Tax Returns shall be filed with any Taxing Authority without BrassRing's prior written consent. Any Tax Return described in the preceding sentence shall be prepared on a basis consistent with the past practices of Career Services and Westech, as appropriate, and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). All Tax Returns for the period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Taxing Authority will not accept such a Tax Return. 57 52