155 Returns and Payments Clause Examples for Any Agreement
Returns and Payments. (a) Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable to periods ending on or before the Closing Date. Buyer shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.
(b) After the Closing Date, Seller shall pay when due and payable all Taxes with respect to the Company and the Subsidiaries that are unpaid as of the Closing Date and are allocable to Seller pursuant to Sections 7.1(a) and 7.1(b) (either directly to the appropriate Taxing Authority or as appropriate to Buyer, the Company or any Subsidiary as the case may be).
(c) All Taxes with respect to the Company and the Subsidiaries not allocated to Seller pursuant to Section 7.1(a) and 7.1(b) shall be allocated to Buyer. Buyer shall indemnify and hold harmless Seller against, and shall...
Returns and Payments. (a) Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns with respect to the Company for Taxable Periods ending on or before the Closing Effective Date. Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to the Company for any Taxable Period ending after the Closing Effective Date. Tax Returns of the Company with respect to Straddle Period Taxes shall be prepared in a manner reasonably consistent with past practices employed with respect to the Company, except where a contrary manner is required by law. Purchaser shall provide the Seller and its authorized representatives with a copy of such completed Tax Return and statement certifying the amount of Tax shown on such Tax Return that is allocable to Seller pursuant to Section 6.1(b), together with appropriate supporting information and schedules at least forty-five (45) days prior to the due date (including extensions thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.
(b) Seller shall pay or cause to be paid when due and payable all Taxes with respect to the Company for any Taxable Period ending on or before the Closing Effective Date to the extent such Taxes exceed the amount, if any, accrued for such Taxes in the calculation of the Purchase Price. To the extent the amount accrued for any Taxes as of the Closing Effective Date exceeds the actual amount of such Taxes that are due and payable for periods ending on or before the Closing Effective Date, Purchaser shall promptly remit such excess to Seller.
Returns and Payments. (a) The Company is a taxable person duly registered for the purposes of VAT.
(b) The Company has complied with all statutory provisions, rules, regulations, orders and directions in respect of VAT, has promptly submitted accurate returns, and the Company maintains full and accurate VAT records, has never been subject to any interest, forfeiture, surcharge or penalty nor been given any notice under sections 59 or 64, VATA nor been given a warning within section 76(2), VATA nor has the Company been required to give security under paragraph 4 of Schedule 11, VATA.
(c) VAT has been duly paid or provision has been made in the Accounts for all amounts of VAT for which the Company is liable.
Returns and Payments. 43 SECTION 7.03. Contests ..................................................... 44 SECTION 7.04. Time of Payment............................................... 44 SECTION 7.05. Conveyance Taxes.............................................. 44 SECTION 7.06. Miscellaneous................................................. 44 ARTICLE VIII
Returns and Payments. 59 8.3 Refunds..................................................60 8.4 Contests.................................................60 8.5 Time of Payment..........................................61 8.6 Cooperation and Exchange of Information..................62
Returns and Payments. 6.1 Information required from members for the completion of tax returns (including estimated payments, extensions of time, and other required filings) shall be provided by each member according to the schedule reasonably determined by Parent. Payments of tax or liabilities allocated hereunder shall be made at the time and in the manner reasonably determined by Parent. Settlements of tax payments or refunds hereunder may at the reasonable discretion of Parent be made on an estimated basis, but final settlement for any return filed shall be made no later than 30 days after such return is filed except that, where a refund is due from the Government to the Parent, payment by the parent to the appropriate member shall be made within 5 business days of the receipt of the refund. Parent may, in the interest of convenience, net payments due to and from a member or make payment to a member's direct or indirect parent, which shall then promptly make payment to the appropriate member. All payments shall be made in immediately available funds.
6.2 To the extent permitted by law, all tax returns shall be filed using accounting methods and practices consistent with those used in prior periods.
Returns and Payments. The Company shall prepare and file or otherwise furnish to the appropriate Tax authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns, reports or forms relating to the Company and any Subsidiary that are due on or before, or relate to any taxable period ending on or before, the Closing Date. Returns of the Company and any Subsidiary not yet filed for any taxable period that begins before the Closing Date shall be prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company and any Subsidiary (except to the extent counsel for the Company determines there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed or an item so reported without being subject to penalties).
Returns and Payments. 37 SECTION 6.04. Contests .................................................... 39 SECTION 6.05. Survival of Obligations ..................................... 41 SECTION 6.06. Conveyance Taxes ............................................ 41 SECTION 6.07. Tax Refunds, Credits and Other Payments ..................... 41
Returns and Payments. 49 SECTION 6.04. Refunds........................................................50 SECTION 6.05. Contests.......................................................50 SECTION 6.06. Section 338(h)(10) Election...................................51 SECTION 6.07. Time of Payment................................................51 SECTION 6.08. Cooperation and Exchange of Information........................51 SECTION 6.09. Miscellaneous..................................................52