Filing of Tax Returns; Payment of Taxes. Each of the parties to this Agreement will prepare in a manner consistent with its past practice and timely file all Tax Returns it is required to file, the due date of which (without extensions) occurs on or before the Closing Date and shall pay all Taxes due with respect to any such Tax Returns.
Filing of Tax Returns; Payment of Taxes. (i) MTH shall include or cause to be included the Purchased Subsidiaries in, and shall timely file or cause to be filed, (A) the United States consolidated federal income Tax Returns of MTH for the taxable periods of the Purchased Subsidiaries ending on or prior to the Closing Date and (B) where applicable, all other consolidated, combined or unitary Tax Returns of MTH for the taxable periods of the Purchased Subsidiaries ending on or prior to the Closing Date, and shall pay all Taxes due with respect to the returns referred to in clause (A) or (B) of this Section 6.9.3. MTH shall timely file, or cause to be filed, all other Tax Returns that are required to be filed by, on behalf of or with respect to the Business Entities on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All Tax Returns described in this Section 6.9.3 shall be prepared in a manner consistent with prior practice, except to the extent a different manner is required by law. MTH shall provide, or cause to be provided, to Reuters copies of such completed Tax Returns (or, in the case of Tax Returns referred to in clause (A) or (B) of this Section 6.9.3, the portion of such Tax Returns relating to the Purchased Subsidiaries, the Transferred Assets or the Business) at least thirty (30) days prior to the due date for filing thereof, along with supporting workpapers, for Reuters’ review and approval (which approval shall not be unreasonably withheld), to the extent that Reuters or its Affiliates may be liable for Taxes related to such Tax Returns, including by reason of application of Treasury Regulation Section 1.1502-6(a), and without regard to the indemnity provided in Section 6.9.1. MTH and Reuters shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that MTH and Reuters are unable to resolve any dispute with respect to such Tax Returns at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.9.7, which resolution shall be binding on the parties. Notwithstanding the forgoing, MTH shall be entitled to file such Tax Returns in any manner it deems appropriate if OEP agrees to indemnify Reuters for the difference between the amount of Taxes MTH proposes to pay and (x) the amount determined to be payable by the Independent Accountant under Section 6.9.7 or (y) if no determination has been made by the Independent Accountant, th...
Filing of Tax Returns; Payment of Taxes. (a) Filing of Tax Returns; Payment of Income Taxes and Other Taxes.
Filing of Tax Returns; Payment of Taxes. (a) Filing of Tax Returns; Payment of Income
Filing of Tax Returns; Payment of Taxes. Holdings shall, and shall cause each of its Restricted Subsidiaries to, (a) file when due all United States and Canadian federal, state and provincial Tax returns, as applicable, and all other material Tax returns which it is required to file; and (b) pay, or provide for the payment of, when due, all its material Taxes, except where (i) the amount or validity thereof is being contested in good faith and by appropriate proceedings diligently conducted, provided that adequate reserves with respect thereto are maintained on the books of Holdings or such Restricted Subsidiary in conformity with GAAP or (ii) such failure to file or pay any such material Taxes, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Filing of Tax Returns; Payment of Taxes. (i) The Company shall timely file all Tax Returns required to be filed by it on or prior to the Closing Date (giving effect to valid filing extensions) and shall pay or cause to be paid all Taxes shown as due thereon. All such Tax Returns shall be prepared in a manner consistent with the prior practice of the Company. The Company shall provide Purchaser with copies of completed drafts of such Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers upon request, for Purchaser’s review and approval. The Stockholder Representative and 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 the Selling Stockholders and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(g), which resolution shall be binding on the parties.
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. (a) From and after the Closing Date, the Surviving Corporation shall cause to be timely prepared and filed with the appropriate Governmental Authority all Tax Returns of the Company and the Company Subsidiaries for all Pre-Closing Tax Periods that are required to be filed after the Closing Date, including for those jurisdictions and Governmental Authorities that permit or require a short period Tax Return for the period ending on the Closing Date. Except as otherwise may be approved by the Securityholder Representative in its sole discretion, all such Tax Returns for any Pre-Closing Tax Period or Straddle Period must be prepared (i) in accordance with applicable Law and (ii) consistent with the past practices of the Company or the applicable Company Subsidiary except as otherwise required by applicable Law. The Securityholder Representative shall cooperate fully and promptly in connection with the preparation and filing of such Tax Returns, subject to the provisions of Section 12.01(b).
Filing of Tax Returns; Payment of Taxes. (i) The Company shall timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with prior practice except as required by applicable law. The Company shall provide Purchaser with copies of such completed income Tax Returns at least twenty days prior to the due date for filing thereof (taking into account extensions), along with supporting workpapers, for Purchaser’s review and approval. The Equity Sellers and Purchaser shall attempt in good faith to resolve any disagreements regarding such income Tax Returns prior to the due date for filing. In the event that the Equity Sellers and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(c), which resolution shall be binding on the parties.
Filing of Tax Returns; Payment of Taxes. Except as otherwise provided, regardless of which party is responsible for Taxes under this Section 7.4, PBF Energy shall handle payment to the appropriate Governmental Authority of all Taxes related to the Subject Interests or the Assets with respect to any Pre-Closing Period (and shall file all such Tax Returns), and the Partnership shall handle payment to the appropriate Governmental Authority of all Taxes related to the Subject Interests or the Assets with respect to any Post-Closing Period (and shall file all such Tax Returns). PBF Energy shall deliver to the Partnership within thirty (30) days of filing copies of all Tax Returns filed by or on behalf of PBF Energy after the Closing Date relating to the Subject Interests or the Assets and any supporting documentation provided by or on behalf of PBF Energy to taxing authorities, excluding Tax Returns related to income tax, franchise tax, or other similar Taxes.
