Common use of Filing of Tax Returns; Payment of Taxes Clause in Contracts

Filing of Tax Returns; Payment of Taxes. (a) Seller shall cause all Tax Returns required to be filed on or prior to the Closing Date with respect to the Assets or production of Hydrocarbons from the Assets to be filed on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown as due on such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior practice of Seller to the extent permitted by Law. Seller shall provide Buyer with copies of completed drafts of such Tax Returns at least ten (10) days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s review and approval, which may not be unreasonably withheld, conditioned or delayed. Seller and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Buyer are unable to resolve any dispute with respect to such Tax Return prior to the due date for filing, such Tax Return shall be filed by Seller without Buyer’s consent, and the dispute regarding such Tax Return shall be resolved pursuant to Section 15.13, which resolution shall be binding on the Parties.

Filing of Tax Returns; Payment of Taxes. (ai) Seller The Selling Group shall file or cause to be filed all Tax Returns required of the Company and the Wholly Owned Subsidiaries (and shall use commercially reasonable efforts to be filed cause Victory Propane to file all of its Tax Returns) for all taxable periods ending on or prior to the Closing Date with respect to the Assets or production regardless of Hydrocarbons from the Assets to be filed whether such Tax Returns are due before, on or prior to after the Closing Date Date, and shall pay or cause to be paid all Taxes shown as due on associated with such Tax Returns. All such Tax Returns described in this Section 8.5(b)(i) shall be prepared in a manner consistent with prior practice of Seller to the extent permitted by and applicable Law. Seller shall provide Buyer Purchaser with copies of such completed drafts of such Tax Returns at least ten thirty (1030) days prior to the due date for filing thereof, along with supporting workpapers, for BuyerPurchaser’s review and approval, which may shall not be unreasonably withheld, conditioned or delayed; provided, that, for any returns due to be filed within thirty (30) days after the Closing Date, Seller shall provide copies thereof as soon as practicable and in any event within fifteen (15) days after the Closing Date. Seller and Buyer Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Buyer Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such Tax Return shall be filed by Seller without Buyer’s consent, and the dispute regarding such Tax Return shall be resolved pursuant to Section 15.138.5(f), which resolution shall be binding on the Partiesparties.

Filing of Tax Returns; Payment of Taxes. (a) Seller shall cause all Tax Returns required to be filed on or prior to the Closing Date with respect to the Assets or production of Hydrocarbons from the Assets to be filed on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown as due on such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior practice of Seller to the extent permitted by Law. Seller shall provide Buyer with copies of completed drafts of such Tax Returns at least ten (10) days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s review and approval, which may not be unreasonably withheld, conditioned or delayed. Seller and Buyer Xxxxx shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Buyer are unable to resolve any dispute with respect to such Tax Return prior to the due date for filing, such Tax Return shall be filed by Seller without Buyer’s consent, and the dispute regarding such Tax Return shall be resolved pursuant to Section 15.13, which resolution shall be binding on the Parties.