Post-Closing Returns. Buyer shall prepare, sign and file all tax returns, for any type of Tax, which returns are required to be filed for all periods ending after the Closing Date, including state tax returns which include the period October 28, 2001 through the Closing Date ("straddle returns"), subject to Seller's review of such straddle returns. Buyer shall also prepare, sign and file all local tax returns (whether for periods ending before or after the Closing Date).
Post-Closing Returns. The Purchaser shall, at Purchaser’s expense, prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies for all periods beginning after the Closing Date.
Post-Closing Returns. Parent shall file any and all other Tax Returns for any Acquired Subsidiary that are not Prior Period Returns or Straddle Period Tax Returns and which are to be filed after the Closing Date.
Post-Closing Returns. (a) Graphic shall cause Acquisition to prepare and file all federal and state income tax returns for the Surviving Corporation for all tax periods beginning on or after the Closing Date. Such returns will be filed on the basis of the income allocations described in Section 5A.7 above. ------------
Post-Closing Returns. Sabratek shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of LWI required to be filed for all taxable years or periods that end after the Closing Date.
Post-Closing Returns. In the case of the federal (and, if applicable, state and local) income Tax Return for the period beginning on the day after the Closing Date, GlobalSCAPE shall include the Company in GlobalSCAPE’s affiliated group, shall elect to file a consolidated return pursuant to Section 1501 of the Code (or any similar provision of state or local tax law), and shall prepare such Tax Returns on the basis of an interim closing of the books as of the close of business on the Closing Date in accordance with Treasury Regulations Section 1.1502-76 (or any similar provision of state or local tax law), provided that no election shall be made under Treasury Regulations Section 1.1502-76(b)(2)(ii)(D) (or any similar provision of state or local tax law).
Post-Closing Returns. Buyer, the Company and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns filed after the Closing Date and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon any Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records.
Post-Closing Returns. (a) Graphic shall prepare and file all federal and state income tax returns for the Surviving Corporation for all tax periods beginning on or after the Closing Date. Such returns will be filed on the basis of the income allocations described in Section 5.7 above.
Post-Closing Returns. Buyer shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of Company relating to periods ending after the Closing Date or related to the Straddle Period and shall pay (i) all Taxes of the Company for any taxable year or period commencing after the Closing Date; and (ii) all Taxes of the Company for any Straddle Period (other than Taxes attributable to the Pre-Closing Period which if paid by Buyer pursuant to this Section 13.1 shall be promptly reimbursed by Sellers). Buyer shall provide a copy of any such Tax Returns relating to the Straddle Period at least thirty (30) days prior to the date on which it is filed and Sellers shall have the opportunity to comment on and request changes to such Tax Return within five (5) business days after receipt of such Tax Return. Buyer shall make all adjustments necessary to comply with the terms of this Agreement and shall in good faith consider all other comments and changes requested by Sellers.
Post-Closing Returns. (i) After the Closing, the Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by or with respect to each of the Company and its Subsidiaries for all periods ending on, before or including the Closing Date and with due dates (including extensions) after the Closing Date (collectively, the "Post- ---- Closing Returns"). The Purchaser shall provide the Stockholders' --------------- Representative with a draft of each Post-Closing Return at least ten (10) days prior to the filing thereof and shall make any changes requested by the Stockholders' Representative so long as such changes either (A) do not adversely affect positions that the Purchaser may be entitled to take in any future Tax Returns or (B) are consistent with the Company's and its Subsidiaries' Tax Returns filed prior to the Closing Date; provided that -------- the Stockholders' -34- Representative shall notify the Purchaser of any proposed changes within five (5) days after its receipt of such draft Tax Return; and provided -------- further that any requested changes shall be both reasonable and proper, as ------- reasonably determined by the Purchaser.
