Filing Responsibility. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.
Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, prepare and timely file (or cause to be prepared and timely filed) all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing Date. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause to be filed) pursuant to this Section 6.4(b). Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on any Tax Return based on the assumption and allocation of Income Tax liabilities provided in this Agreement without regard to the party that has prepared the Tax Return, and the party responsible for payment of any amount of Income Taxes shown due on a Tax Return shall pay such unpaid amount to the party filing the Tax Return no later than one (1) Business Day prior to the filing of such Tax Return.
Filing Responsibility. Sellers shall timely prepare and file or cause the Company to timely prepare and file at the expense of the Sellers all Tax Returns of or including the Company that are required to be filed (with extensions) on or before the Closing Date and to pay all Taxes shown as due on any such Tax Return. All such Tax Returns will be made and filed by the Sellers or the Company in a manner consistent with the most recent prior practice of the Company and with Applicable Law. Sellers Agent will, at the expense of Sellers, prepare and file or cause to be prepared and filed all Tax Returns of the Company and the Company’s Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Each party (or parties) responsible for preparing and filing any Income Tax Return pursuant to this Section 5.7(a), shall provide drafts of such Income Tax Return to the other parties a reasonable time prior to filing and consider in good faith any reasonable comments of the other party (or parties) in respect of such Income Tax Return. The parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Return and if the parties are unable to resolve any such dispute at least ten days before the due date (including extensions) for any such Income Tax Return, the dispute shall be referred to an Arbitrator and any such determination by such Arbitrator shall be final. If any such dispute is not resolved by such Arbitrator prior to the due date (including extensions) for any such Income Tax Return, such Income Tax Return shall be filed as originally prepared and later amended to reflect the such Arbitrator’s determination, if necessary. The expenses of such Arbitrator shall be borne equally by Parent and Sellers.
Filing Responsibility. (a) New Diamond shall prepare and file, or cause to be prepared and filed, when due: (1) all United States consolidated federal Income Tax Returns for the Affiliated Group or the affiliated group of which SV is the common parent, (2) any Tax Return (whether filed on a consolidated, combined, unitary, separate or other basis) of, or which includes, New Diamond or any other New Diamond Entity, and (3) any Income Tax Return of any Retained Entity for any Pre-Closing Period or a Straddle Period.
Filing Responsibility. (a) Parent shall prepare and file, or cause to be prepared and filed, when due all Tax Returns required to be filed by any Acquired Subsidiary prior to the Closing. All such Tax Returns shall be prepared and filed in a manner that is consistent with prior practice, if any, except as required by applicable law. Parent shall pay or cause to be paid all Taxes due and payable in respect of all such Tax Returns. In the case of any Tax Return required to be prepared and filed by Parent pursuant to this subsection for which the position taken with respect to any Tax Item is reasonably likely to increase the Taxes of any Purchaser Tax Indemnitee with respect to any taxable period or portion thereof beginning after the Closing Date, Parent shall deliver a draft of such Tax Return to Purchaser for its review at least twenty (20) Business Days prior to the Due Date, and Parent shall consider in good faith any comments received from Purchaser.
Filing Responsibility. Acquiror shall be entitled to prepare and file, or cause to be prepared and filed, all Returns of Target and its subsidiaries required to be filed following the Effective Date. Acquiror shall provide to Spinco any Returns described in this Section 8.4 that reflect Taxes that are Indemnified Liabilities for any taxable period (or any portion thereof) ending on or prior to the acquisition of control of Target pursuant to the Plan of Arrangement for Spinco’s review and comment at least 45 days prior to the due date for filing such Returns (including any applicable extensions). Spinco shall notify Acquiror within 15 days of receiving any such Returns of any comments in respect thereof, and Acquiror shall consider any such comments in good faith. If Acquiror disagrees with any comments or changes requested by Spinco, Acquiror shall inform Spinco of such disagreement and Acquiror and Spinco shall endeavour to resolve any such disagreement. If Acquiror and Spinco are unable to resolve such disagreement within 10 days of Acquiror’s notification of disagreement to Spinco, the determination of whether to include the comments or changes requested by Spinco shall be made by a nationally recognized firm of independent certified public accountants mutually selected by Acquiror and Spinco. The determination by such firm of accountants under this Section 8.4 shall be final and binding on Acquiror and Spinco. Acquiror and Spinco shall each pay one-half (50%) of the fees and costs of such accounting firm. Spinco shall pay Acquiror or the applicable subsidiary of Acquiror the amount of any Taxes for which Spinco is responsible hereunder no later than two Business Days prior to the due date (including any applicable extensions) of the Return in respect of which such Taxes are due.
Filing Responsibility. (a) Seller shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Returns of any of the Kendro Entities for all Tax periods ending on or before the Closing Date, and shall timely pay, or cause to be paid, when due, all Income Taxes due on such returns.