Tax Return Preparation and Filing Sample Clauses
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Tax Return Preparation and Filing. (i) URSI will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to URSI or any Acquired Party for any taxable period beginning on or after the Closing Date. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the Company pursuant to Code Section 381 and the regulations promulgated thereunder.
(ii) STOCKHOLDERS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to the COMPANY and any Acquired Party for any taxable period ending on or before the Closing Date. URSI and the STOCKHOLDERS shall (a) with respect to such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such Tax Returns shall be prepared in a manner consistent with applicable laws.
(iii) In order appropriately to apportion any Taxes relating to a taxable period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and any Acquired Party, and such taxable period shall be treated as a Pre-Closing Period for purposes of this Agreement. In any case where applicable law does not permit the Company or an Acquired Party to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company or an Acquired Party for such Interim Period shall be (i) in the case of a Tax that is not based on income or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Interim Period, and the denominator of which is the total number of days in such period, and (ii) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to th...
Tax Return Preparation and Filing. (a) From and after the Closing Date, Weyerhaeuser shall (i) prepare and file, or cause to be prepared and filed, all Joint Returns, (ii) subject to Section 3.01(d), prepare and file all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any taxable period ending on or prior to the date of the Transaction Agreement and (iii) pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns. Parent shall pay Weyerhaeuser for any Taxes shown as due on any Tax Return filed under this Section 3.01(a) for which it has an indemnity obligation under Section 2.01(b) at least two days prior to the filing deadline for Tax Return (including any applicable extensions).
(b) From and after the Closing Date, Parent shall (i) subject to Section 3.01(d), prepare and file, or cause to be prepared and filed, all WRECO Separate Returns for any Straddle Period, (ii) prepare and file, or cause to be prepared and filed, all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any Post-Distribution Period, (iii) prepare and file, or cause to be prepared and filed, all Transfer Tax Returns and (iv) pay, or cause to be paid, all Taxes shown to be due and payable on the Tax Returns described in clauses (i), (ii) and (iii). Weyerhaeuser shall pay Parent for any Taxes shown as due on any Tax Return filed under this Section 3.01(b) for which it has an indemnity obligation under Section 2.01(a) at least two days prior to the filing deadline for Tax Return (including any applicable extensions).
(c) Except as provided in Section 3.02 and with respect to Tax Returns subject to Section 3.01(d), the party required to prepare a return pursuant to Section 3.01(a) or Section 3.01(b) shall determine, with respect to such return: (i) the manner in which such Tax Return shall be prepared and filed, including the manner in which any item of income, gain, loss, deduction or credit shall be reported thereon and the allocation of items, (ii) whether any extensions of time to file any such Tax Return will be requested or any amended Tax Return will be filed and (iii) the elections that will be made on any such Tax Return. In the absence of a change in Law or circumstances requiring the contrary, any Joint Return relating to a member of the WRECO Group and any WRECO Separate Return for a period ending on or before the Distribution Date...
Tax Return Preparation and Filing. From and after the Closing Date, Weyerhaeuser shall (i) prepare and file, or cause to be prepared and filed, all Joint Returns, (ii) subject to Section 3.01(d), prepare and file all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any taxable period ending on or prior to the date of the Transaction Agreement and (iii) pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns. Parent shall pay Weyerhaeuser for any Taxes shown as due on any Tax Return filed under this Section 3.01(a) for which it has an indemnity obligation under Section 2.01(b) at least two days prior to the filing deadline for Tax Return (including any applicable extensions).
Tax Return Preparation and Filing. The Stockholders and B&B will be --------------------------------- responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns for B&B.
Tax Return Preparation and Filing. The General Partner shall cause to be prepared and timely filed all US and non-US tax returns required to be filed by or for the Partnership.
Tax Return Preparation and Filing. For such period of time as Executive's U.S. (including any applicable state) or foreign tax returns are affected by this Agreement or the services to be provided by Executive hereunder, the Company will promptly pay or (at Executive's option) reimburse Executive for the cost to prepare and file all such U.S. (including any applicable state) and foreign tax returns.
Tax Return Preparation and Filing. The Stockholders and Unidyne will --------------------------------- be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns for Unidyne.
Tax Return Preparation and Filing. Any Tax Return to be prepared pursuant to the provisions of this Section 11.17 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in Legal Requirements or fact. Buyer shall not file an amended Tax Return for any period ending on or prior to the Closing Date without the consent of each Seller. The following provisions shall govern the allocation of responsibility as between Buyer and each Seller for certain Tax matters following the Closing Date:
(a) Sellers' Tax Return Responsibility. Sellers shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns for the Company for all periods ending on or prior to the Closing Date regardless of when they are to be filed. Buyer and each Seller acknowledge that for federal and state income tax purposes, the taxable year of the Company shall end on the Closing Date. All Taxes shown on such Tax Returns shall be paid by Sellers.
Tax Return Preparation and Filing. Agent shall, on behalf of the Association, execute and file the Association’s 1120-H Federal tax return for the fee of $200.00.
Tax Return Preparation and Filing. (i) Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company and each Company Subsidiary that are filed after the Closing Date that are with respect to a taxable period ending on or before the Closing Date or a taxable period that begins before and ends after the Closing Date. All such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by Law. Purchaser shall provide, or cause to be provided, to the Sellers Representative drafts of each such Tax Return (and any workpapers or other supporting documentation as may be reasonably requested by the Sellers Representative) that relate to income taxes at least thirty (30) days prior to the due date for the filing of such Tax Return (including extensions), and Sellers Representative shall provide Purchaser with Sellers' comments no later than 10 days before the due dates of such Tax Returns. Purchaser shall make such revisions to such Tax Returns as are reasonably requested by Sellers.
(ii) Neither Purchaser, the Company, a Company Subsidiary or any of the Affiliates of the foregoing shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of the Company or a Company Subsidiary in respect of a taxable period ending on or before the Closing Date or a taxable period that begins before and ends after the Closing Date without the prior written consent of the Sellers Representative, which consent shall not be unreasonably withheld.