Example ContractsClausesTax Returns and Payments
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Amended Tax Returns. Unless otherwise required by applicable Law, Buyer will not cause or permit the Partnership to # file or amend or otherwise modify any Tax Return that relates in whole or in part to any Tax period that ends before the Closing Date, # make or change any election for, or that has any retroactive effect to, any Tax period that ends before the Closing Date, # voluntarily approach any Tax Authority with respect to any Tax period that ends before the Closing Date or any Taxes attributable to any such period, or # extend or waive the statute of limitations with respect to any Tax period that ends before the Closing Date, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld.

(a) Tax Returns. The Parties acknowledge and agree that the Seller Parties shall be responsible for and shall prepare all Tax Returns of Seller for all periods ending before, on, or after the Closing Date, and Purchaser shall be responsible for and shall prepare the Tax Returns of Purchaser for all periods ending before, on, or after the Closing Date.

Tax Returns and Payments; Pension Contributions. Co-Borrower has timely filed (taking into account all applicable extension periods) all required tax returns and reports, and Co-Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Co-Borrower except # to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or # if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Thousand Dollars ($25,000).

Reporting and Tax Returns. The Committee will cause to be filed all reports and tax returns required under ERISA and the Code.

Taxes and Tax Returns. Seller has filed all Tax Returns that are required to have been filed on or prior to the Closing Date by or with respect to Seller or the Acquired Assets and has paid or will pay and satisfy prior to the Closing Date all Taxes, if any, which are shown thereupon as due and owing, or which otherwise are required to be paid by Seller or with respect to the Acquired Assets. All such Tax Returns are true, correct and complete in all material

Returns. Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to a Co-Borrower, such Co-Borrower shall promptly # determine the reason for such return, # issue a credit memorandum to the Account Debtor in the appropriate amount, and # provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Co-Borrowers shall hold the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory.

Tax Payments. Borrower and each of its Subsidiaries have paid all taxes and assessments payable by it which have become due, other than # those for which the failure to pay could not reasonably be expected to have a Material Adverse Effect and # those being contested in good faith and adequately disclosed and fully provided for on the financial statements of Borrower and its Subsidiaries in accordance with generally accepted accounting principles. There is no action, suit, proceeding, investigation, audit or claim now pending or, to the knowledge of Borrower, threatened by any authority regarding any taxes relating to Borrower or any of its Subsidiaries that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

Withholding Tax Payments. Each of the Company and its Subsidiaries may withhold from distributions, allocations or portions thereof if it is required to do so by any applicable rule, regulation or Law, and each Member hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such Member any amount of U.S. federal, state or local or non-U.S. taxes that the Managing Member determines, in Good Faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement.

Amended Returns. Unless otherwise required by Law or based upon the opinion of Purchaser’s independent registered public accounting firm (a copy of which Purchaser shall give to the Representative), Purchaser shall not, and shall cause its Affiliates, including the Company and its Subsidiaries, not to amend, refile or otherwise modify any Tax Return relating in whole or in part to any Pre-Closing Period, including the pre-Closing portion of a Straddle Period, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that to the extent that any such amended or otherwise modified Tax Return is filed without the prior written consent of Representative based upon the opinion of Purchaser’s independent registered public accounting firm and such amended or otherwise modified Tax Return results in an increase in Taxes attributable to a Pre-Closing Period, then Purchaser shall not be entitled to seek indemnification for such increased Tax amounts pursuant to [Article IX], [Section 10.2] or otherwise.

Tax Treatment of Payments. The Parties shall treat any indemnity payments made pursuant to this [Article X] as adjustments to the Purchase Price for Tax purposes unless applicable Tax Law causes such payment not to be so treated.

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