Pre-Closing Returns. (i) LUVSG shall continue to be included for all taxable periods (or portions thereof) ending on or before the Closing Date in the consolidated Federal Income Return and any required state or local consolidated or combined income or franchise Returns of any affiliated group of which LUVSG is a member (each of which is herein referred to as a "Selling Affiliated Group"), which Returns include LUVSG (all such Returns including taxable periods (or portions thereof) of LUVSG ending on or before the Closing Date are hereinafter referred to, collectively, as "Pre-Closing Consolidated Returns"). LMC shall cause its Selling Affiliated Groups to timely prepare and file (or cause to be prepared and filed) all Pre-Closing Consolidated Returns and to timely pay all Taxes shown as due and payable on Pre-Closing Consolidated Returns (including, but not limited to, any Taxes with respect to any deferred income triggered into income by Treasury Regulation (S) 1.1502-13 and Treasury Regulation (S) 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation (S) 1.1502-19).
Pre-Closing Returns. Following the Closing, at the Company’s expense, the Company shall prepare, or cause to be prepared and timely filed, all income Tax Returns that are required to be filed by, or with respect to, the Company for taxable periods ending on or before the Closing Date (“Sellers’ Returns”) and the Sellers shall pay all Taxes required to be paid with respect to such Sellers’ Returns. All such Sellers’ Returns shall be prepared, and all elections with respect to such Sellers’ Returns shall be made, in accordance with applicable Law. The Company shall submit each such Sellers’ Return for review and comment no later than forty-five (45) days before the due date for such Sellers’ Return. No later than twenty (20) days following the Sellers’ receipt of a Sellers’ Return, the Sellers shall notify the Company in writing of any dispute with respect to the manner in which such Sellers’ Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Sellers’ Return within a period of fifteen (15) days following the Buyer’s receipt of a Protest Notice, then any disputed items shall be resolved in accordance with the procedure for protests under Section 7.1(f).
Pre-Closing Returns. The Sellers shall prepare, or cause to be prepared, at the Sellers’ expense, with reasonable assistance from the Companies, all Tax Returns that are required to be filed after Closing by the Companies relating to taxable periods ending on or before the Closing Date that are due after the Closing Date (the “Sellers’ Returns”). The Sellers’ Representatives shall submit each Sellers’ Return to the Buyer for the Buyer’s reasonable comment no later than thirty (30) days before the due date for such Sellers’ Return (including extensions). If the Sellers’ Representatives fail to submit any Sellers’ Return in accordance with this Section 8.4(a), the Buyer shall prepare, or cause to be prepared, at the Sellers’ expense, such Sellers’ Return. The Buyer shall promptly notify the Sellers’ Representatives of any comments that the Buyer has to each Sellers’ Return submitted by the Sellers’ Representatives within fifteen (15) days of receipt of such Sellers’ Return. If the Buyer and the Sellers’ Representatives are unable to resolve any dispute relating to any Sellers’ Return submitted by the Sellers’ Representatives within twenty (20) days of receipt of such Sellers’ Return, any dispute shall be submitted for final resolution to an Independent Accounting Firm in accordance with the procedures set forth in Section 1.3(e) which shall be charged with determining whether the Sellers’ Return (or the portion thereof that is in dispute) has been prepared in accordance with this Section 8.5(a). All Sellers’ Returns shall be prepared, and all elections with respect to such Sellers’ Returns shall be made, in accordance with applicable Legal Requirements and, to the extent permitted by applicable Legal Requirements, in a manner consistent with the prior practice of the Companies in their previous Tax Returns. No later than five (5) Business Days before the due date for any such Sellers’ Return, the Sellers’ Representatives shall file, or cause to be filed, and pay, or cause to be paid, the Taxes shown as due on such Sellers’ Return.
Pre-Closing Returns. Sellers will be responsible for and will cause to be prepared and duly filed all Returns in which the Company is includable for all taxable periods ending on or before the Closing. All such Returns shall be prepared in a manner consistent with prior periods. All such Returns filed after the Closing shall be submitted to Buyer no later than thirty days prior to the due date and filing thereof, and Buyer shall have the right to review and comment thereon (without reduction of Sellers' obligations to indemnify under this Agreement). Sellers will pay or cause to be paid, and shall indemnify and hold Buyer and the Company harmless against, all Taxes to which such Returns relate; provided, however, that to the extent such Taxes are included in and specifically identified on the Audited Closing Balance Sheet (as finally determined) or an attachment or schedule thereto, Buyer shall reimburse Sellers for such Taxes within ten business days following the later of: (i) the receipt by Buyer of written evidence of actual payment of such Taxes by Sellers or (ii) the date the Audited Closing Balance Sheet becomes final and binding.
Pre-Closing Returns a. The Purchaser, at the Company’s expense, shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns that are required to be filed by, or with respect to, the Company for any Pre-Closing Tax Period that are not filed as of the Closing Date (each a “Pre-Closing Return”). The Purchaser shall submit each such Pre-Closing Return to the Seller for the Seller’s review and comment no later than forty-five (45) days before the due date for such Pre-Closing Return, in the case of an income Tax Return, and as soon as practicable in the case of all other Pre-Closing Returns. No later than fifteen (15) days following the Seller’s receipt of a Pre-Closing Return, the Seller shall notify the Purchaser in writing of any dispute with respect to the manner in which such Pre-Closing Return is prepared, or the related Tax is calculated. If the Purchaser and the Seller are unable to resolve a dispute with respect to any such Pre-Closing Return within a period of fifteen (15) days following the Purchaser’s receipt of notice of any disputed items, then any disputed items shall be resolved in accordance with Section 1.5
Pre-Closing Returns. (a) Intrepid Mining shall prepare (or cause to be prepared) and timely file (or cause to be filed) all Tax Returns that are required to be filed (giving effect to extensions) by Intrepid Mining or any of Intrepid New Mexico, Intrepid Moab, Intrepid Wendover, XX Xxxxxx, Moab Pipeline, or Intrepid Aviation (collectively, the “Subsidiaries”) on or before the Closing Date (each a “Pre-Closing Return”) and shall timely pay (or cause to be paid) all Taxes shown as due on such Pre-Closing Returns.
Pre-Closing Returns. The term "Pre-Closing Returns" shall have the meaning set forth in Section 12.2.1.
Pre-Closing Returns. The Sellers’ Representative shall, at the Sellers’ expense, (i) prepare or cause to be prepared and file or cause to be filed all Tax returns for the Company for periods ending prior to or including the Closing Date which have not yet been filed as of the Closing Date; (ii) pay or cause to be paid all Tax reported, or required to be reported, on such Tax returns for such pre-Closing Tax returns; (iii) include any income or gain recognized as a result of Section 13.8 in such pre-Closing Tax returns; and (iv) cause to be prepared all such Tax returns consistent with the past practice of the Company, except as otherwise required by applicable law, provided that, for the avoidance of doubt and to the extent permitted by applicable Law, all deductions related to or arising out the transactions contemplated by this Agreement shall be treated as arising on or before the Closing Date. At least 30 days prior to the date on which each such pre-Closing Tax return is filed (including any applicable extensions), the Sellers’ Representative shall submit such Tax return to Buyer for Buyer’s review and approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding the above, all expense, including fines, late fees and additional Taxes, resulting from or arising out of amendments to the Company’s Tax returns filed by or on behalf of Sellers for periods prior to the Closing Date shall be the obligation of, and be paid by, the Sellers.
Pre-Closing Returns. The Shareholders will be responsible for and will cause to be prepared and duly filed all Tax Returns of the Company and its subsidiaries for all taxable periods ending on or before the Closing Date. All such Tax Returns shall be prepared in a manner consistent with prior periods. All such Tax Returns shall be submitted to the Purchaser no later than thirty days prior to the due date and filing thereof, and the Purchaser shall have the right to review and comment thereon (without affecting the indemnification obligations of the Shareholders under this Agreement). Upon reasonable review and comment by the Purchaser, such Tax Returns, as modified by reasonable comments of the Purchaser, shall be filed with applicable Taxing Authorities. The Shareholders shall pay or cause to be paid any and all Taxes due with respect to such Tax Returns.
Pre-Closing Returns. Ralin shall prepare or cause to be prepared in a manner consistent with past practice (unless otherwise required to comply with applicable law) and timely file or cause to be filed with the appropriate taxing authorities all Tax Returns of LWI required to be filed for all taxable years or periods ending on or before the Closing Date. Without limiting the foregoing, Ralin will include the income of LWI (including, without limitation, any income (A) resulting from the Section 338(h)(10) Election or (B) triggered by Sections 1.1502-13 and 1.1502-19 of the Treasury Regulations) on the Ralin consolidated federal income Tax Returns (and any consolidated or combined state or local income Tax Returns with respect to which Ralin has included LWI in prior periods) for all periods through the Closing Date and pay any income Taxes attributable to such income. For purposes of this Section 5.12(a), the income of LWI will be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of LWI as of the end of the Closing Date.
