Buyer Tax Returns. Buyer will be responsible for the preparation and filing of all Tax Returns it is required to file with respect to Buyer’s ownership or use of the Business Assets or its operation of the Business attributable to Post-Closing Periods (the “Buyer Tax Returns”). The Buyer Tax Returns shall be true, complete and correct in all material respects and prepared in accordance with applicable Law. Buyer will make all payments for Taxes required with respect to the Buyer Tax Returns.
Buyer Tax Returns. Buyer shall file or cause the Company to timely file all Tax Returns related to Post-Effective Period Taxes and Straddle Period Tax Returns that are due after the Closing Date (other than any such returns that are the responsibility of Seller pursuant to Section 7.4(a)(i) above). Such Tax Returns that include Pre-Effective Periods shall be prepared in accordance with this Agreement and past practice of the Company except as otherwise required by Applicable Tax Law or with the prior written consent of Seller. At least thirty (30) days prior to the due date thereof, Buyer shall provide Seller drafts of such Tax Returns (including any amendment to any such Tax Returns) that include Pre-Effective Periods for review and comment, and Buyer shall make or cause to be made such changes to such Tax Returns as are reasonably requested by Seller. No later than five (5) days before the due date of any Tax Return prepared pursuant to this Section 7.4(a)(ii), the Seller shall pay to Buyer an amount equal to the portion of the Tax shown as due on such Tax Return for any Pre-Effective Period covered by such Tax Return (as determined in accordance with Section 7.4(a)(iii) below). For the avoidance of doubt, the foregoing provisions of this Section 7.4(a)(ii) shall not excuse Seller of its indemnification obligations pursuant to Section 7.1 if the amount of Taxes as ultimately determined for the periods covered by such Tax Return exceeds the amount determined pursuant to the foregoing with respect to such Tax Return.
Buyer Tax Returns. Subject to the last sentence of this Section 7.3(a)(ii), Buyer shall be responsible for the preparation of and shall timely file or cause the Company to timely file all Tax Returns that are required to be filed by the Company for all Straddle Periods (the “Straddle Period Tax Returns”). Such Straddle Period Tax Returns shall be prepared in accordance with past practice of the Company except as otherwise required by Applicable Tax Law or with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). Buyer shall provide to Seller and its authorized Representatives a copy of such Straddle Period Tax Returns (including any amendment to any such Straddle Period Tax Returns), together with appropriate supporting information and schedules, at least thirty (30) days (or five (5) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return; provided, however, that Buyer shall not be required to provide to Seller or its authorized Representative any such Straddle Period Tax Return relating to non-income Taxes if such Straddle Period Tax Return shows either a zero dollar ($0) or statutory minimum Tax liability and relates to a jurisdiction in which the Company has previously filed a Tax Return relating to non-income Taxes of the same type (each, a “De Minimis Return”). Buyer shall consider in good faith such changes to such Tax Returns as are requested by Seller in writing delivered by Seller to Buyer no later than fifteen (15) days (or three (3) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return. Buyer shall timely pay or cause to be timely paid all Taxes shown as due on such Tax Returns; provided that Seller shall pay Buyer the amount of Taxes for which Seller is liable under Section 11.1(a)(iii) of this Agreement with respect to each such Tax Return (other than any De Minimis Return that is not provided to Seller pursuant to the third sentence of this Section 7.3(a)(ii)) at least five (5) Business Days (or two (2) days in the case of any Straddle Period Tax Return relating to non-income Taxes) before the due date for filing the applicable Straddle Period Tax Return.
Buyer Tax Returns. Buyer shall prepare or cause to be prepared and shall timely file or cause to be filed all other Tax Returns required of the WEEMEA Companies, their Subsidiaries, or in respect of their assets or activities and any Tax Returns required to be filed after the Closing Date with respect to the Transferred Assets. With respect to any Tax Return required to be filed by Buyer for a taxable period that ends on or before the Closing Date (a "Pre-Closing Period") or that includes (but does not end on) the Closing Date (a "Straddle Period"), Buyer shall prepare such return consistent with VPI's past practices and deliver to VPI, at least 45 Business Days prior to the due date for the filing of such Tax Return (taking into account extensions) a draft copy of such Tax Return. VPI shall have the right to review and comment on such Tax Return prior to the filing of such Tax Return and such Tax Return shall, when filed, include VPI's reasonable comments and shall not be filed without the consent of VPI, not to be unreasonably withheld or delayed.
Buyer Tax Returns. Each Buyer shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the B&K Companies, their Subsidiaries and the Joint Ventures, or in respect of their assets or activities and Tax Returns required to be filed after the Closing Date with respect to the Purchased Assets. With respect to any Tax Return required to be filed by each Buyer for a taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), such Buyer shall prepare such return consistent with ASD’s past practices and relevant law and deliver to ASD, at least 45 Business Days prior to the due date for the filing of such Tax Return (taking into account extensions), a statement setting forth the amount of Tax for which ASD is responsible pursuant to Section 11.1(a) and a copy of such Tax Return. ASD shall have the right to review such Tax Return and statement prior to the filing of such Tax Return and such Tax Return shall not be filed without the consent of ASD, not to be unreasonably withheld or delayed.
Buyer Tax Returns. Following the Closing, Buyer shall cause to be timely filed all Tax Returns required to be filed by the Companies after the Closing Date, other than Tax Returns described in Section 6.09(a)(i), (ii) and (iii) for which Seller is responsible, and shall pay or cause to be paid all Taxes shown due thereon.
Buyer Tax Returns. Following the Closinx, Xuyer shall cause to be timely filed all Tax Returns required to be filed by the Companies after the Closing Date, other than Tax Returns described in Section 6.09(a)(i), (ii) and (iii) for which Seller is responsible, and shall pay or cause to be paid all Taxes shown due thereon.
Buyer Tax Returns. Buyer shall timely file or cause the Company to timely file all Tax Returns related to Post-Effective Period Taxes and Straddle Period Tax Returns that are due after the Closing Date (other than any such returns that are the responsibility of Seller pursuant to Section 7.4(a)(i) above). Such Tax Returns that include Pre-Effective Periods shall be prepared in accordance with past practice of the Company except as otherwise required by Applicable Tax Law or with the prior written consent of Seller. At least thirty (30) days prior to the due date thereof, Buyer shall provide to Seller drafts of such Tax Returns (including any amendment to any such Tax Returns) that include Pre-Effective Periods for review and comment, and Buyer shall make or cause to be made such changes to such Tax Returns as are reasonably requested by Seller. Buyer shall, subject to its right to be indemnified for any such amounts pursuant to Section 7.1, timely pay or cause to be paid the Taxes shown as due on such Tax Returns.
Buyer Tax Returns. Except as provided in Section 7.6(a)(i), Buyer shall prepare and file or cause to be prepared and filed all Tax Returns required of the Analytical Technologies Companies and the Joint Ventures, or in respect of their assets or activities and all Tax Returns required to be filed after the Closing Date with respect to the Purchased Assets. With respect to any Tax Return required to be filed by Buyer for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), Buyer shall prepare such return consistent with Parent's past practices except as required by applicable Law and deliver to Parent for Parent's approval (which shall not be unreasonably withheld, conditioned or delayed), at least forty-five (45) Business Days prior to the due date for the filing of such Tax Return (taking into account extensions), a copy of such Tax Return (with copies of any relevant schedules, work papers and other documentation then available). Parent shall have the option of providing to Buyer, at any time at least fifteen (15) Business Days prior to the due date, written instructions as to how Parent wants any, or all, of the items for which the Sellers are responsible under Section 7.6(k)(i) reflected on such Tax Return. Buyer shall, in preparing such Tax Return, cause the items for which Parent may be liable hereunder to be reflected in accordance with Parent's reasonable written instructions (to the extent such instructions are reasonably consistent with applicable provisions of Tax Law) and to the extent such instructions do not result in a material increase in Tax liability for any Analytical Technologies Company, the PE Joint Venture, any Buyer or any of their Subsidiaries or Affiliates in any taxable period ending after the Closing Date.
Buyer Tax Returns. Buyer Tax Returns shall be prepared in accordance with past practices of the Buyer, except where such practice is not consistent with applicable laws.
