Tax Returns Due After the Closing Date Sample Clauses

The 'Tax Returns Due After the Closing Date' clause defines which party is responsible for preparing and filing tax returns that become due after the transaction's closing date. Typically, this clause specifies whether the buyer or seller must handle tax filings for periods ending before or straddling the closing, and may outline procedures for cooperation, information sharing, and payment of any resulting taxes. Its core function is to allocate responsibility and prevent disputes over tax compliance obligations that arise after the deal is completed.
Tax Returns Due After the Closing Date. Buyer shall cause Centrahoma JV to prepare and duly file all Tax Returns that are required to be filed after the Closing Date by or with respect to Centrahoma JV, including any such Tax Return covering any Taxable year or Taxable period commencing before and ending after the Effective Time (the “Straddle Period”). Buyer shall provide drafts of Tax Returns for a Straddle Period (or any period ending on or before the Effective Time that Buyer is required to file) to Parent for Parent’s review no later than 10 days prior to the due date of such Tax Returns, and Buyer shall consider in good faith any comments provided by Parent. With respect to Taxes not based upon or related to income or receipts for a Straddle Period (or any period on or before the Effective Time that Buyer is required to file), upon notice from Buyer, Parent shall pay to Buyer, prior to the due date for any such Tax Return, an amount equal to Seller’s share of such Taxes, except to the extent that such Taxes have been taken into account as a Current Liability in the determination of Net Working Capital or taken into account under the ARMC Purchase Agreement. For purposes of this section, Seller’s share of Taxes not based upon or related to income or receipts for a Straddle Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Effective Time and the denominator of which is the number of days in the Straddle Period.
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Tax Returns Due After the Closing Date. For any Tax Return of the Company or a Company Subsidiary for a taxable period that ends on or before the Closing Date and that is required to be filed by the Company or any Company Subsidiary after the Closing Date (taking into account applicable extensions), Seller shall timely prepare such Tax Returns and shall deliver such Tax Return to Purchaser no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) for Purchaser’s review and comment. Seller shall consider any comments provided by Purchaser on such Tax Return in good faith, and, in the event of any disagreement, such Tax Return shall be filed in accordance with the Seller’s reasonable position, provided that notwithstanding the foregoing, no such Tax Return shall be filed without the prior written consent of Purchaser, such consent not to be unreasonably conditioned, withheld or delayed. Purchaser shall cause such Tax Return to be signed and filed by the Company or the applicable Company Subsidiary. To the extent Seller is responsible pursuant to Section 11.07(a) for any amount of Taxes shown as due with respect to such a Tax Return that is filed by Purchaser after the Closing Date, Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due.
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Tax Returns Due After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall permit Seller to review and comment on each Tax Return described in the preceding sentence prior to filing and shall make revisions to such Tax Returns as are reasonably requested by Seller.
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Tax Returns Due After the Closing Date. Buyer will file, or cause Company to file, all Tax Returns that are required to be filed by Company after the Closing Date, without regard to any extensions, pursuant to the law of each governmental authority with taxing power over it. In addition, Buyer shall file, or cause Company to file, the tax return of National Care Centers of Lebanon, Inc., for its fiscal year ended April 30, 1996, and the tax return of Dixo▇ ▇▇▇agement, Inc., for its fiscal year ended June 30, 1996.
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Tax Returns Due After the Closing Date. (a) Full Year 2019 and Short Period 2020 Income Tax Returns. Televisa shall be responsible for the payment of Taxes of Televisa HoldCo allocated for the corresponding period of the 2019 accounting year (i.e. from January 1, 2019 to the Closing Date) and, if applicable for the period from January 1, 2020 to the Closing Date (the “Short Period”). If Closing occurs after December 31, 2019, Televisa shall also be responsible for the filing of the Tax Returns for Televisa HoldCo for the 2019 accounting year. (b) To the extent the Closing has occurred before December 31, 2019, Primary Purchaser shall prepare (at Primary Purchaser’s expense) the 2019 Income Tax Return for Televisa HoldCo, and, to the extent the Closing has occurred at any time during the year 2020, the 2020 Income Tax Return for Televisa HoldCo. At least 30 (thirty) days prior to filing such Tax Returns, Primary Purchaser shall provide a copy of such Tax Returns and complete access to all information relied upon as support for such Tax Returns, including transfer pricing documentation, to Televisa for its review. Televisa shall advise Primary Purchaser of any disagreement with items shown on such Tax Returns within 15 (fifteen) Business Days after Televisa’s receipt of such copy. If Televisa advises Primary Purchaser of its disagreement with any items on such Tax Returns, Primary Purchaser and Televisa shall cooperate to resolve any such disagreement. If Primary Purchaser and Televisa are unable to resolve any such disagreement by the due date of such Tax Returns, the disputed Tax Returns will be filed, as prepared, with the appropriate tax authority on or before the due date and such disagreement shall be referred to a firm recognized by the Instituto Mexicano de Contadores Públicos, A.C., chosen by and that is mutually acceptable to both Primary Purchaser and Televisa, which firm in each case shall decide the matter within 30 (thirty) days after it is submitted to them. The fees of such accounting firm(s) shall be divided equally between the Primary Purchaser and Televisa. The decision of such accounting firm(s) shall be final and binding upon all Parties absent fraud or gross negligence.
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Tax Returns Due After the Closing Date 
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Related to Tax Returns Due After the Closing Date

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Pre-Closing Tax Returns From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

  • Tax Returns and Payments Each of the Borrower and each of its Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all material returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by, or with respect to the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for Taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and each of its Subsidiaries has paid all federal and state income Taxes and all other material Taxes and assessments shown on such Returns to be payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAP. On the Closing Date, there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any Taxes relating to the Borrower or any of its Subsidiaries. As of the Closing Date, except as set forth on Schedule 6.9, neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business).

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.