Final Tax Return Sample Clauses

Final Tax Return. CNB and MFC each agrees that MFC will make all necessary arrangements for CNB's and MFC's independent accountants, Xxxxxxx & Company PLLC, to prepare, and MFC will cause to be filed, CNB's final federal and state income tax returns for the year in which the Effective Time occurs.

Final Tax Return. The Sellers shall cause the Partnership to file a federal and state income tax return for the period beginning January 1, 1997 and ending on the Closing Date.

Final Tax Return. The Selling Shareholders shall, at their expense, prepare and file, and pay any taxes due thereunder, and otherwise be responsible for all of the Company's tax returns due for the fiscal year ending September 30, 1998, and the period ending on the Closing Date and all periods prior thereto.

Final Tax Return. SFC, SNB, FCB and Bancorp agree that FCB will make all necessary arrangements for FCB’s independent accountants, PricewaterhouseCoopers LLP, to prepare, and FCB will cause to be filed, the SFC Companies’ final federal and state income tax returns for the year in which the Effective Time occurs.

Final Tax Return. The Stockholders shall promptly prepare at its expense a federal income tax return for SRI for the period beginning July 1, 1997 and ending on the Closing Date. Such return shall not be filed with the Internal Revenue Service prior to Buyer being given a reasonable opportunity to review, comment on and approve the return; provided, that if such approval process results in additional fees charged by the accounting firm preparing such return other than those reasonably necessary to completely and accurately prepare such return, such additional fees shall be at the expense of Buyer. Buyer shall bear responsibility to fund the amount due pursuant to such return solely to the extent of the tax liability for 1998 reflected on the Closing Balance Sheet. Buyer agrees to make no election that would adversely affect the Stockholders without their prior consent. If any election taken by Buyer (without the prior consent of the Stockholders) causes SRI to have a tax liability for the period beginning on July 1, 1997 and ending on the Closing Date in excess of that reflected on the Closing Balance Sheet, then such amount shall not be the subject of indemnification under Section 11.1.

Final Tax Return. Beach, as Agent, shall have the right and obligation to file any income tax returns required to be filed by Bancshares for periods ending on or before the Closing Date. Such returns will be prepared in accordance with applicable law and regulations and shall be submitted to Buyer for review and approval not less than 15 days prior to the due date.

Final Tax Return. The Principals shall prepare, at their sole cost and expense, all tax returns for the Company for all periods ending on or prior to the Closing Date. The Principals shall permit Purchaser to review and comment on each such tax return that is required to be filed after the Closing Date prior to filing the same and shall make such revisions to such tax returns as are reasonably requested by Purchaser.

Final Tax Return. The Shareholders agree to cause the Company to file a final tax return (the "Company Final Tax Return") to be filed for the short taxable year from January 1, 1997 through the Closing Date. The Company Final Tax Return shall be filed on a timely basis and the filing thereof shall be the sole responsibility of the Shareholders. The Shareholders shall bear the cost of the preparation and filing of the Company Final Tax Return. The Purchaser covenants to cause the Company to cooperate with the Shareholders in obtaining from the Company after the Closing Date the information necessary to enable the Shareholders to prepare the Company Final Tax Return.

Final Tax Return. As the contribution of the Interests to the UPREIT will terminate the Company for federal income tax purposes, the Contributors acknowledge that they will have no right to file the final tax return of the Company.

Final Tax Return. (a) KAS will prepare the Federal consolidated income tax return for each taxable year (including any short taxable year) ending on or before the Closing Date (individually and in the aggregate, the "Final Return") that includes the Company (including IBRD-U.K.), IBRD-Rostrum and IBRD Center for Clinical Research, Inc. (the "IBRD Group") consistent with the consolidated return regulations promulgated pursuant to the Code and in a manner that is substantially similar to all prior KAS consolidated Federal income tax returns. In preparing the Final Return, (i) the allocation of tax items as between the last period covered by the Final Returns and the period commencing immediately after the end of such last period shall be made pursuant to the general Code method in accordance with Treasury Regulations Section 1.1502-76(b)(2)(i), and (ii) KAS shall not make any elections not made in prior returns nor shall it revoke any elections previously made, without the prior written consent of Phoenix U.S., which consent shall not be unreasonably withheld. KAS will present the draft Final Return to Phoenix U.S. 45 days prior to its filing due date (with extensions) for the review and approval of Phoenix U.S., which shall not be unreasonably withheld. Should Phoenix U.S. object to a reporting of an item or items of income, gain, loss, deduction or credit by sending written notice to KAS of such objection and the reasons therefor within 10 business days of receipt of the draft Final Return for review (the "Tax Notice"), the parties shall endeavor in good faith to reach an acceptable reporting position. If such agreement cannot be reached within 10 business days after receipt by KAS of the Tax Notice, the issue shall be reviewed and decided the Third Accounting Firm, taking into account the terms of this Agreement. If the decision of the Third Accounting Firm is not received by KAS by the day before the filing due date (with extensions) for the Final Return, then the Final Return shall be filed in the manner determined by KAS, and if the decision of the Third Accounting Firm requires a different action or treatment in respect of any item on the Final Return then KAS shall file an amended Final Return consistent with the decision of the Third Accounting Firm. The fees of such Third Accounting firm shall be paid by Phoenix U.S. unless such accounting firm determines that the Tax Notice is materially correct, in which case, KAS shall bear such fees. (1) Without limiting the for...