Pre-Closing Tax Returns. Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.
Pre-Closing Tax Returns. From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this S...
Pre-Closing Tax Returns. Seller shall timely file at its expense all Tax Returns required to be filed by the Subsidiaries on or before the Closing Date.
Pre-Closing Tax Returns. The Company shall timely prepare and file all Tax Returns of the Company required to be filed by the Company with respect to a period ending on or before the Closing Date (each such Tax Return, a “Pre-Closing Tax Return”). Parent and Buyer shall cause the Company to execute and timely file any Pre-Closing Tax Return prepared in accordance with this Section 7.2 that will be filed after the Closing Date. The cost of preparing all Pre-Closing Tax Returns shall be paid by the Company and/or the Stockholder. All such Pre-Closing Tax Returns shall be prepared and filed in a manner consistent with the past practice of the Company unless otherwise required by applicable Law. The Stockholder, the Buyer and the Parent will cooperate in good faith in connection with the exchange of information necessary for the preparation of all Pre-Closing Tax Returns.
Pre-Closing Tax Returns. Sellers shall prepare (or cause to be prepared for the Company) all Tax Returns of the Company required to be filed prior to Closing. All such Tax returns shall be prepared in accordance with past practice (unless a contrary position is required by Law), to the extent any position taken in such returns may affect the tax liability of Buyer and the Company after the Closing. Sellers shall timely pay, or cause to be paid, all Taxes relating to such Tax Returns. Seller shall provide Buyer or its designee the opportunity to review a substantially completed draft of each pre-Closing Tax Return reasonably prior to the filing of the applicable pre-Closing Tax Return, and reasonable access to the Person(s) actually responsible for preparing the same; provided, however, that the foregoing rights provided to Buyer (or its designee) will in no way affect (whether or not and regardless of the extent to which Buyer exercises such rights) the nature and scope of any of the representations, warranties, covenants and indemnities of Sellers contained in this Agreement.
Pre-Closing Tax Returns. The Selling Shareholders shall have responsibility for, and the Shareholder Representative Committee shall pay or cause to be paid when due any and all Taxes relating to the Company or its Subsidiary for or relating to any Tax period ending on or before the Closing Date, except for Taxes accrued or reserved for on the Financial Statements. The Shareholder Representative Committee shall prepare and timely file or cause to be prepared and timely filed all financial statements, audited as required by applicable Laws, Tax Returns of the Company and its Subsidiary for all Tax periods ending on or before the Closing Date and shall pay the Taxes shown as due on such Tax Returns. Prior to the filing of any such Tax Return that was not filed before the Closing Date, the Shareholder Representative Committee shall provide the Buyer with a substantially final draft of such Tax Return, together with financial statements, audited as required by applicable Laws, at least 15 Business Days prior to the due date for such Tax Return. The Buyer shall notify the Shareholder Representative Committee of any objections that the Buyer may have to any items set forth in any such draft financial statements or Tax Return within 5 days prior to the due date for such Tax Return, and the Buyer and the Shareholder Representative Committee shall agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Company and its Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and its Subsidiary, except as otherwise required by Law or regulation or otherwise agreed to in writing by the Buyer prior to the filing thereof. If the parties hereto cannot resolve any disputed item to be included in such Tax Returns, the item in question shall be resolved by a nationally known independent firm of certified public accountants mutually agreeable to the Buyer and the Shareholder Representative Committee, whose fees and expenses shall be shared equally by the Parties.
Pre-Closing Tax Returns. The Company will prepare and file all Tax Returns relating to the Company or the Company Subsidiaries that are required to be filed on or before the Closing Date, which Tax Returns will be prepared in accordance with past practices and customs. The Company will provide Parent with copies of such Tax Returns.
Pre-Closing Tax Returns. Seller shall cause to be prepared and filed, at Seller’s expense, all Tax Returns for the Acquired Companies which are to be filed after the Closing Date (giving effect to any properly obtained extension) for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall be prepared in all material respects in accordance with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no later than thirty (30) days prior to the date such Pre-Closing Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s review, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax 129 Return. None of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to the indemnification obligations set forth in Section 18(a)(i)).
Pre-Closing Tax Returns. The Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns (x) with respect to the Acquired Company Assets (other than those of the Javelina Partnerships) or Acquired Companies (other than the Javelina Partnerships) and (y) to the extent it has the Legal Right, with respect to the Javelina Partnerships or the Acquired Company Assets thereof. The Seller shall pay or cause to be paid (A) any Taxes due with respect to those Tax Returns described in Section 9(b)(x) and (B) the Javelina Percentage Interest of any Taxes due with respect to those Tax Returns described in Section 9(b)(y).
Pre-Closing Tax Returns. Except as otherwise provided in this Section 5.02(d), at the direction and control of the Sellers’ Representative, the Company will cause Xxxxxxx Xxxxx to timely prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all taxable periods ending on or prior to the Closing Date (“Pre-Closing Tax Returns”). Sellers will be responsible for the payment of fees to Xxxxxxx Xxxxx to prepare the Pre-Closing Tax Returns. All such Pre-Closing Tax Returns shall be prepared in accordance with applicable Law and consistent with past practices. The Sellers’ Representative shall provide each Pre-Closing Tax Return to Buyer not later than thirty (30) days before the due date for such Pre-Closing Tax Return for Buyer’s approval, which approval shall be granted unless Buyer reasonably determines that filing such Tax Returns as prepared by Sellers’ Representative would subject Buyer or the Company to penalties. For the avoidance of doubt, such Pre-Closing Tax Returns will include all deductions related to all items of compensation for services to the Company and withholding Tax attributable thereto to the extent accrued on or prior to the Closing. In the event that Buyer reasonably determines that a Pre-Closing Tax Return not previously filed is required to be filed or that a previously filed Pre-Closing Tax Return is required by applicable Law to be amended, and that failure to file such Pre-Closing Tax Return or such amendment would subject Buyer or the Company to penalties, Buyer shall prepare or cause to be prepared and file or cause to be filed such Pre-Closing Tax Return or amendment. Such Pre-Closing Tax Return or amendment shall be prepared by Buyer in accordance with applicable Law and in consultation with the Sellers’ Representative with respect to the items contained in such Pre-Closing Tax Return or amendment. Buyer shall provide such Pre-Closing Tax Return or PR01/ 1471369.15 amendment to the Sellers’ Representative prior to filing for the Sellers’ Representative’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Buyer will cause each Pre-Closing Tax Return or amendment approved by Buyer to be signed by an appropriate officer of the Company.
