Straddle Tax Returns Sample Clauses

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Straddle Tax Returns. OpCo Purchaser shall cause to be prepared and filed all Tax Returns for each of the OpCo Acquired Companies and PropCo Purchaser shall cause to be prepared and filed all Tax Returns for the PropCo Acquired Companies, in each case, for each Straddle Period (any such return, a “Straddle Period Tax Return”). Each Straddle Period Tax Return shall be prepared in all material respects in accordance with applicable Tax Law and the past practice of each of the Acquired Companies, as applicable, in filing their Tax Returns. Each Purchaser shall provide Seller with a copy of each Straddle Period Tax Return, as applicable, no later than thirty (30) days prior to the date such Straddle Period Tax Return is due (giving effect to any properly obtained extension) for Seller’s review. Within ten (10) Business Days of delivery to Seller of any such Straddle Period Tax Return, Seller shall inform the applicable Purchaser of any objections Seller has to such Straddle Period Tax Return. If Seller informs any Purchaser of any such objections within such 10-Business Day period, then Seller and such Purchaser shall negotiate in good faith to resolve such objections. If, despite such good faith efforts, Seller and such Purchaser are unable to resolve such objections within five (5) Business Days after the delivery of such objections to such Purchaser, then the matter shall be submitted to the Accounting Firm for review and resolution, which shall be limited to such objections. Each Purchaser shall cause to be timely filed such Straddle Period Tax Return on the basis of the copy provided to Seller, as modified to reflect the resolution of Seller’s objections thereto (if any).
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Straddle Tax Returns. At the direction and control of Buyer, the Company will timely prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and each of its Subsidiaries for all periods that include the Closing Date but do not end on the Closing Date (“Straddle Tax Returns”). Buyer will provide each such Straddle Tax Returns to the Sellers’ Representative not later than sixty (60) days before the due date for such Tax Returns for the review and comment of Sellers. In the event the Sellers’ Representative (on behalf of Sellers) reasonably disagrees with any aspect of a Straddle Tax Return that relates to a Tax liability for which Sellers would be responsible and provides written notice of such disagreement to Buyer within twenty (20) days after receipt of such Straddle Tax Return, time being of the essence, the disagreement will be resolved by the Auditor. Any costs and expenses of the Auditor incurred pursuant to this Section 5.02(d) shall be borne equally by Buyer, on one hand, and Sellers, on the other hand.
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Straddle Tax Returns. VF shall prepare, or cause to be prepared, all Straddle Tax Returns. VF shall submit to Kontoor Brands a copy of each Straddle Tax Return no later than the earlier of June 30, 2020 or two weeks prior to the date such Straddle Tax Return is required to be filed. Kontoor Brands shall file, or cause to be filed, any such Straddle Tax Returns required to be filed.
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Straddle Tax Returns. At the direction and control of Buyer, the Company will timely prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries for all periods that begin before, and end on or after, the Closing Date (“Straddle Tax Returns”). Buyer shall provide each such Straddle Tax Return that is an Income Tax Return, if any, (a “Straddle Income Tax Return”) to Seller not later than 60 days before the due date for such Tax Return. In the event that Seller disagrees with any aspect of any such Straddle Income Tax Return and provides written notice of such disagreement to Buyer within 20 days after receipt of such Straddle Income Tax Return, time being of the essence, Buyer and Seller will attempt in good faith to resolve such disagreement. In the event that such disagreement has not been resolved within five days of Seller’s receipt of the Notice of Disagreement, then the disagreement will be submitted to the Independent Accountants for resolution in accordance with Section 4.9(a)(i)(A)- (C). Seller shall be responsible for all Taxes of the Company or its Subsidiaries relating to the portion of a Straddle Period ending on the day prior to the Closing Date.
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Straddle Tax Returns. 45 Subsidiary .............................................................................. 7 Tax ..................................................................................... 7
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Straddle Tax Returns. Except as otherwise provided herein, Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Target Group for Tax periods which end after the Closing Date, and Buyer shall cause the Target Group, at the Target Group’s expense, to pay all Taxes with respect to such periods, subject to Seller’s responsibility for Pre-Closing Taxes. Buyer shall permit Seller to review and comment, prior to filing, on each Tax Return for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). To the extent not reflected as a liability on the Estimated Balance Sheet, Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns and payable by Seller pursuant to this Section 3.1.3(b) at least ten (10) days before Buyer is required to cause to be paid the related Tax liability.
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Straddle Tax Returns. The Purchaser shall cause each Group Company to prepare and file, or cause to be prepared and filed, any Tax Returns required to be filed by such Group Company for any taxable periods which include (but do not end on) the Closing Date (“Straddle Periods”) (such Tax Returns, “Straddle Period Tax Returns”). The Purchaser shall provide to the Sellers’ Representative a copy of each Straddle Period Tax Return and a statement certifying the amount of Taxes shown on such Straddle Period Tax Return, if any, that are chargeable to the Sellers for review and comment at least 15 days before such Straddle Period Tax Return is required to be filed and shall make any changes reasonably requested by the Sellers’ Representative. The Purchaser shall cause the Group Companies to pay the Taxes shown as payable on such Straddle Period Tax Returns, subject to any right of the Purchaser to indemnification in accordance with Section 10.7. In the case of any Straddle Period, the amount of any income Taxes with respect to a Pre-Closing Period will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of any other Tax with respect to a Group Company with respect to any Straddle Period which relates to a Pre-Closing Period will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is number of days in the portion of such Straddle Period ending on the Closing Date and the denominator of which is the total number of days in such Straddle Period.
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Straddle Tax Returns. Except as otherwise provided in Section 7.10(a)(i), US Buyer shall prepare and file or cause to be prepared and filed, (in each case in a manner consistent with past practice) any Tax Returns of the Target Companies for periods that begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”), at the Target Companies’ expense. Within a commercially reasonable amount of time prior to filing, US Buyer shall provide the Sellers’ Representative with copies of all such Straddle Period Tax Returns for its review and consent, which consent shall not be unreasonably withheld, conditioned or delayed.
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Straddle Tax Returns. At the direction and control of the Purchaser, the Company will timely prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and each of its Subsidiaries for all periods that include the Closing Date but do not end on the Closing Date (“Straddle Tax Returns”). The Purchaser shall provide each such Straddle Tax Returns to the Shareholder and the Noteholder not later than sixty (60) days before the due date for such Tax Returns for the review and comment of the Shareholder and the Noteholder. In the event the Shareholder or the Noteholder reasonably disagrees with any aspect of a Straddle Tax Return that relates to a tax liability for which the Shareholder or the Noteholder would be responsible under this Section 10.1(b) or Article XIII and provides written notice of such disagreement to the Purchaser within twenty (20) days after receipt of such Straddle Tax Return, time being of the essence, the disagreement will be resolved by the Independent Accountants. Any costs and expenses of the Independent Accountants incurred pursuant to this Section 10.1(b) shall be borne equally by the Purchaser, on one hand, and the Shareholder, the Noteholder and the Phantom Unit Holders, on the other hand; provided that such costs and expenses borne by the Shareholder, the Noteholder and the Phantom Unit Holders shall be paid in accordance with the Shareholder Portion, the Noteholder Portion and the Phantom Unit Holder Portion, respectively, from the Indemnification Escrow Amount (without duplication of any rights to recovery, payment, or indemnity set forth herein).
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Related to Straddle Tax Returns

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Tax Returns; Taxes (i) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX. (b) A Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Post-Distribution Tax Period, shall be permitted to do so at its own cost and expense and without the consent of any Party. (c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return, shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

  • Tax Returns Except as set forth on Schedule 3.6, (a) As of the Closing Date, the Seller has duly, timely and accurately filed or caused to be duly, timely, and accurately filed with the appropriate taxing jurisdictions, all Federal, state, local and foreign Tax Returns required to be filed, has timely paid or caused to be timely paid all Taxes as shown on such returns or on any assessment received by it to the extent that such Taxes have become due. All Tax Returns were correct and complete in all respects. The Seller is not the beneficiary of any extension of time within which to file any Tax Return. The Seller has not waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or penalty. (b) No audits or other administrative or court proceedings are pending or proposed with respect to the Seller that relate to Taxes. The Seller has never been a party to any audit, administrative or court proceeding that relate to Taxes. (c) No claim or assessment has been made by any taxing authority for unpaid Taxes against the Seller. There are no Tax Liens upon the assets of Seller, except for any Liens for personal property taxes not yet due and payable. (d) All Taxes due and payable by Seller on or before the Closing Date, for which neither filing of Tax Returns nor notice of deficiency or assessment is required, have been paid. (e) The Seller is not a party to or bound by (nor will it become a party to or bound by) any Tax indemnity, Tax sharing, or Tax allocation agreement of any kind. There are not outstanding powers of attorney executed on behalf of the Seller. (f) The Seller has never been a member of an affiliated group of corporations within the meaning of IRC Section 1504. (g) The Seller has not filed a consent pursuant to the collapsible corporation provisions of IRC Section 341(f) (or any corresponding provision of state or local law) or agreed to have IRC Section 341(f)(2) (or any corresponding provisions of state or local law) apply to any disposition of any asset owned by the Seller. (h) The Seller has not agreed to make nor is it required to make any adjustment under IRC Section 481(a) by reason of a change in accounting method or otherwise. (i) The Seller is not nor has ever been a United States real property holding company within the meaning of IRC Section 897. (j) There is no contract, agreement, plan, or arrangement covering any employee or former employee of the Seller that, individually or collectively, would give rise to a payment that would not be deductible by reason of IRC Section 280G. (k) Adequate accruals for Taxes have been made on the books of the Seller that will be reflected in the Seller's Financial Statements. (l) All Taxes required to be withheld by or on behalf of the Seller or with respect to the business or assets thereof have been withheld, and such withheld taxes have either been duly and timely paid to the proper Governmental Authorities or set aside in accounts for such purpose or accrued, reserved against and entered upon the books of the Seller. Notwithstanding anything to the contrary contained above, adjustments in claimed Net Operating Loss amounts that do not result in an adverse cash impact on the Seller shall not constitute a breach of any representation made in this Section 3.6.