Periods Ending on or Before the Closing Date. Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the calculation of Working Capital. No later than twenty (20) days prior to filing, Sellers shall deliver to Purchaser all such Tax Returns and any related work papers and shall permit Purchaser to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Sellers shall timely pay to the appropriate taxing authority any Taxes of Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns shall be estimated and accrued as a liability of Company for purposes of calculating Working Capital and shall be payable by Company.
Periods Ending on or Before the Closing Date. The Seller Representative will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date which are due to be filed after the Closing Date (“Pre-Closing Tax Returns”). Any Pre-Closing Tax Returns filed pursuant hereto shall be prepared in a manner consistent with prior Tax Returns of the Company unless otherwise required by applicable Law. No later than twenty (20) days prior to filing, the Seller Representative will deliver or cause to be delivered to Buyer all such Pre-Closing Tax Returns and any related work papers for Buyer's review and approval (not to be unreasonably withheld, conditioned or delayed). The Sellers will timely pay to the appropriate Governmental Authority any Taxes required to be paid by the Company with respect to such periods (“Pre-Closing Taxes”) to the extent such Taxes were not included as a liability in the calculation of Actual Net Working Capital; provided that Buyer shall first seek reimbursement pursuant to the Escrow Agreement from the Working Capital Escrow Amount, and, if the Working Capital Escrow Amount is insufficient or has been disbursed in full in accordance with the terms of the Escrow Agreement and this Agreement, the Indemnity Escrow Amount. The costs, fees and expenses related to the preparation of such Pre-Closing Tax Returns (“Pre-Closing Tax Return Expenses”) will be estimated and accrued as a liability of the Company for purposes of calculating Actual Net Working Capital and the amount estimated and accrued will be paid by the Company. The Sellers shall be responsible for any Pre-Closing Tax Return Expenses in excess of the amount estimated and accrued as a liability of the Company for purposes of calculating Actual Net Working Capital. Notwithstanding anything in this Agreement to the contrary, all Tax Returns reporting the Pre-Closing Transaction shall be prepared in a manner that is consistent with the Valuation Report.
Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns (federal, state and local) for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall permit Sellers to review on each such Tax Return described in the preceding sentence prior to filing. Sellers shall provide Buyer with all relevant information regarding the preparation and filing of such tax return, including but not limited to information regarding income, gain, loss, deduction or other tax items for such periods in a manner consistent with the tax returns previously filed by the Company. To the extent that any Taxes applicable to any period on or before the Closing Date are not included as a liability on the Closing Balance Sheet, any such amount shall be deducted from the Escrow Deposit, or if for any reason not paid to Buyer from such Escrow Deposit, the Principal Sellers shall indemnify Buyer for any such amount pursuant to Section 12 hereof. Buyer shall not be responsible for the payment of any of the Sellers’ individual taxes associated with the transactions contemplated by this Agreement.
Periods Ending on or Before the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the calculation of Net Assets, unless otherwise required by Law. No later than twenty (20) days prior to filing, Parent shall deliver to Purchaser all such Tax Returns and any related work papers and shall permit Purchaser to review and comment on each such Tax Return and Parent shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Parent shall timely pay to the appropriate Taxing Authority any Taxes of Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Net Assets. The costs, fees and expenses related to the preparation of such Tax Returns shall be estimated and accrued as a liability of Company for purposes of calculating Net Assets and the amount estimated and accrued shall be paid by Company.
Periods Ending on or Before the Closing Date. Seller shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for Company for all taxable periods ending on or prior to the Closing Date which are filed after the Closing Date. No later than twenty (20) calendar days prior to filing, Seller shall deliver to Purchaser a draft of any such Tax Return and any related work papers and shall permit Purchaser to review and comment on each such draft Tax Return. No later than ten (10) days after receipt of each such draft Tax Return, Purchaser shall notify Seller in writing of the existence of any reasonable objection Purchaser may have to any items set forth on each such draft Tax Return. If Purchaser and Seller are unable to resolve such objections within ten (10) days of Seller’s receipt of Purchaser’s written objections, such objections shall be resolved by treating items on such Tax Returns in a manner consistent with the past practice of Company with respect to such items, unless otherwise required by applicable Law. Seller shall timely pay to the appropriate Taxing Authority any Taxes of Company with respect to any such periods. Purchaser shall promptly reimburse Seller in cash for any Taxes of Company with respect to any such Tax Return to the extent such Taxes were included as a liability in the calculation of Actual Net Working Capital and were actually paid by Seller.
Periods Ending on or Before the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto shall be prepared in a manner consistent with the prior Tax Returns of the Company or otherwise as required by applicable Law. No later than twenty (20) days prior to filing, Parent shall deliver to Purchaser all such Tax Returns and any related work papers and shall permit Purchaser to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Parent shall timely pay to the appropriate taxing authority any Taxes of Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Net Worth. The costs, fees and expenses related to the preparation of such income Tax Returns shall be paid by Parent.
Periods Ending on or Before the Closing Date. Sellers shall prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns for the Acquired Company for all periods ending on or prior to the Closing Date whether the same are required to be filed before or after the Closing Date. Any Tax Returns filed pursuant hereto shall be prepared in a manner consistent with the past custom and practice of the Acquired Company unless otherwise required by applicable Laws.
Periods Ending on or Before the Closing Date. The Parent will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the prior Tax Returns of the Company unless otherwise required by applicable Law. No later than twenty (20) days prior to filing such income Tax Returns and no later than five (5) days prior to filing such sales, use, payroll, property and other Tax Returns where the Tax liability for the period covered by such Tax Return exceeds $5,000, the Parent will deliver to the Stockholder Representative all such material Tax Returns and any related work papers and will permit the Stockholder Representative to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative. The Stockholders shall timely pay to the Parent for payment to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of the Closing Net Working Capital. The costs, fees and expenses related to the preparation of such income Tax Returns will be paid by the Stockholders.
Periods Ending on or Before the Closing Date. Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Target Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer and Seller shall permit the other to review and reasonably comment on each such Tax Return filed by such Person as described in the preceding sentence prior to filing. Buyer and Seller shall provide such Tax Returns to the other at least fifteen (15) days prior to filing and any reasonable comments will be made in writing at least five (5) days prior to filing. All such Tax Returns shall be prepared in a manner consistent with reasonable prior practice of the Target Company except as required under Applicable Tax Law.
Periods Ending on or Before the Closing Date. The Stockholder Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the calculation of Working Capital. No later than twenty (20) days prior to filing, the Stockholder Representative shall deliver to Purchaser all such Tax Returns and any related work papers and shall permit Purchaser to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Stockholders shall timely pay to the appropriate taxing authority any Taxes of Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns shall be estimated and accrued as a liability of Company for purposes of calculating Working Capital and shall be payable by Company.
