Preparation and Filing of Tax Returns. (i) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit TCI to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due.
Preparation and Filing of Tax Returns. (a) With respect to each Tax Return covering a taxable period ending on or before the Closing Date that is required to be filed after the Closing Date for, by or with respect to the Companies or the Subsidiaries (other than the Tax Returns described in paragraph (c)), Majority Shareholder shall cause such Tax Return to be prepared (at Majority Shareholder's sole cost and expense) and shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit or other items (collectively "Tax Items") required to be included therein. Majority Shareholder shall determine (by a methodology that uses the principles of an interim closing of the books as of the Closing Date, except for Taxes and Tax Items (including franchise and ad valorum taxes) that are calculated on an annual basis shall be pro rated on a daily basis), the portion, if any, of the Tax shown with respect to the period covered by such Tax Return which is attributable to the Companies or the Subsidiaries for a Pre-Closing Taxable Period. In addition, Majority Shareholder shall cause a Company Tax Return to be prepared (at Majority Shareholder's sole cost and expense) and shall cause to be included in such Company Tax Return all items of Tax Items included in any such actual Tax Return, utilizing the same methodologies used in the preparation of any such actual Tax Return pursuant to this Section 9.1(a). At least 30 days prior to the due date (including extensions) of such Tax Return, Majority Shareholder shall deliver to Buyer a copy of such actual Tax Return (and the corresponding Company Tax Return) and its determinations. Buyer shall have the right to review and comment on such Tax Return (and the corresponding Company Tax Return) and to request reasonable revisions thereto within 15 days of receiving copies thereof. If the Majority Shareholder and Buyer shall be unable to agree upon revisions to such Tax Returns (and/or the corresponding Company Tax Returns) within 15 days of Majority Shareholder's receipt of Buyer's reasonable objections, then independent tax counsel or a nationally recognized public accounting firm, in each case mutually acceptable to Majority Shareholder and Buyer, shall be engaged to decide the dispute, the costs of such counsel or accounting firm to be shared equally by Majority
Preparation and Filing of Tax Returns. (a) The COMPANY shall, if possible, file or cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Closing Date. Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the COMPANY Financial Statements) shown by such Returns to be due.
Preparation and Filing of Tax Returns. (i) Seller Parent shall prepare or cause to be prepared all (A) Tax Returns that include Seller Parent or any of its Affiliates (other than any Conveyed Subsidiary or any Subsidiary thereof), on the one hand, and any Conveyed Subsidiary or Subsidiary thereof, on the other hand (“Seller Combined Tax Returns”) and (B) Tax Returns of the Conveyed Subsidiaries (and their Subsidiaries) for any Pre-Closing Tax Period other than any Straddle Period (“Pre-Closing Separate Tax Returns”). All Pre-Closing Separate Tax Returns shall, where applicable, be prepared in a manner consistent with the past practices of the applicable Conveyed Subsidiary (or Subsidiary thereof), other than as required as a result of the Seller Internal Restructurings and except to the extent that there is not at least a “more likely than not” basis for a position under applicable Law. In the case of any Pre-Closing Separate Tax Return that is required to be filed after the Closing (taking into account any applicable extensions), Seller Parent shall deliver to Purchaser for its review and comment, at least thirty (30) days, in the case of Income Tax Returns, and fifteen (15) days, in the case of non-Income Tax Returns, prior to the due date for the filing of such Pre-Closing Separate Tax Return (taking into account any applicable extensions), a draft copy of such Pre-Closing Separate Tax Return, together with any additional information that Purchaser may reasonably request. Purchaser shall have the right to review such Pre-Closing Separate Tax Return and any such additional information prior to the filing of such Pre-Closing Separate Tax Return, and Seller Parent shall consider in good faith any reasonable comments submitted by Purchaser at least fifteen (15) days, in the case of Income Tax Returns, and five (5) days, in the case of non-Income Tax Returns, prior to the due date of such Pre-Closing Separate Tax Return (taking into account any applicable extensions). Purchaser shall timely file (taking into account any applicable extensions), or cause to be timely filed, such Pre-Closing Separate Tax Returns as prepared by Seller Parent (and as may be revised by Seller Parent to reflect any comments received from Purchaser pursuant to the immediately preceding sentence), provided that such Tax Return was delivered to Purchaser at least five (5) days, in the case of Income Tax Returns, and three (3) days, in the case of non-Income Tax Returns, prior to the due date for filing such Tax Return (tak...
Preparation and Filing of Tax Returns. (i) The Seller shall file or cause to be filed all federal income tax returns of the Seller for all taxable periods that end on or before the IPO Closing Date, and shall permit the Parent to review all such tax returns prior to such filings.
Preparation and Filing of Tax Returns. (i) The COMPANY shall, if possible, file or cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. The STOCKHOLDERS shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due.
Preparation and Filing of Tax Returns. 8.10.1 The Company shall be responsible for causing the timely filing of the final pre-Closing Returns for the Company and the Company Subsidiaries; provided, however, that Centerprise and its advisors shall have the right to review and approve such returns prior to filing, which approval shall not be unreasonably withheld. Centerprise shall, and shall cause its Affiliates to, provide to the Company such cooperation and information reasonably requested in filing any return, amended return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. The Company shall bear all costs of filing such returns.
Preparation and Filing of Tax Returns. (i) The COMPANY shall, if possible, file or cause to be filed all separate Tax Returns of any Acquired Party for all taxable periods that end on or before the Closing Date. All such Tax Returns shall have set forth all material items required to be set forth therein and shall have been prepared in compliance with applicable laws and shall be true, correct and complete in all material respects. Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the COMPANY Financial Statements and books and records) required to be shown by such Tax Returns to be due.
Preparation and Filing of Tax Returns. Each party hereto will, and will cause its Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. This cooperation and information shall include providing copies of all relevant portions of the relevant Returns, together with such accompanying schedules and work papers, documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and Tax bases of property as are relevant which a party possesses. Each party will make its employees, if any, reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs attributable to the preparation and filing of those Returns.
Preparation and Filing of Tax Returns. (a) The Stockholders shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date.
