Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers shall be responsible for the preparation and filing of (i) all Tax Returns of the Sellers for all periods (including the consolidated, unitary and combined Tax Returns for the Sellers which include the operations of the Business for any period or portion thereof ending on or before the Closing Date), (ii) all Tax Returns for Income Taxes of any Business Subsidiary for all taxable periods that end on or before the Closing Date, (iii) all Tax Returns for Income Taxes of any Business Subsidiary for any period beginning before the Closing Date and ending after the Closing Date and (iv) all other Tax Returns of any Business Subsidiary that are required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall make or cause to be made all payments required with respect to any such Tax Returns. The Buyer shall promptly reimburse the Sellers for the amount of any such Taxes paid by the Sellers to the extent such Taxes are (i) Assumed Liabilities, (ii) Taxes attributable (as determined under Section 7.2) to any of the Business Subsidiaries, the Acquired Assets or the operations of the Business for periods or portions thereof beginning after the Closing Date or (iii) included in the Tax Reserves.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company shall prepare and timely file all Tax Returns of the Company required to be filed (taking into account extensions) prior to the Closing Date.
Preparation and Filing of Tax Returns; Payment of Taxes a. LTC shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities (i) all federal and state Income and Other Tax Returns of the LTC Group and any member or members thereof for all taxable years and periods ending on or before the Closing Date; and (ii) all federal and state Income and Other Tax Returns of LTC for all taxable years and periods beginning after the Closing Date. LTC shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (a). LTC shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the LTC Assets for all taxable years and periods.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers shall prepare and file (in each case, at its own cost and expense and in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company for all Pre-Closing Periods. The Sellers shall timely pay all taxes shown to be due and payable on such Tax returns.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) Buyer shall be responsible for the preparation and timely filing, in a manner consistent with past practices of the Company, of all Tax Returns of the Company for any Straddle Periods and Tax Returns that relate to a Pre-Closing Tax Period. Buyer shall make all payments required with respect to any such Tax Returns and shall be responsible for the payment of all Taxes attributable to such periods; provided, however, that except to the extent such Taxes are taken into account in determining Final Closing Working Capital, Seller shall be responsible for such Taxes to the extent attributable to a Pre-Closing Tax Period (allocated as to Straddle Periods in accordance with Section 10.3) and shall promptly reimburse Buyer for the amount of any such Taxes paid by Buyer in connection with the filing of such Tax Returns. If Seller may be liable under this Agreement for any Taxes due with respect to a Tax Return prepared by Buyer, Buyer shall submit such Tax Return and such additional information regarding such Tax Return as reasonably requested by Seller, to Seller for Seller’s review, comment and approval, such approval not to be unreasonably withheld, delayed or conditioned, at least 30 days prior to the due date of such Tax Return (including any applicable extensions) and Buyer shall revise such Tax Return to reflect any reasonable comments made by Seller prior to the filing of such Tax Return.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Parent shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for the Company that are required to be filed (taking into account extensions) after the Closing Date. The Parent shall make or cause to be made all payments required with respect to any such Tax Returns.
Preparation and Filing of Tax Returns; Payment of Taxes. Until the Closing Date, the Seller (i) shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case of the Subsidiaries only if such return first became due to be filed after the Chicago Closing Date or the Aladdin Closing Date, as applicable, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Subsidiaries to promptly prepare and file all Tax Returns of the Subsidiaries which, to the Knowledge of the Seller, are delinquent and not yet filed as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in clause (i) of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), and that include periods before the Closing Date. The Purchaser shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in the preceding sentence. Neither party may amend any Tax Return if the amended Tax Return would adversely affect the other party's Tax liability or obligations hereunder without the prior written consent of the other party.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) Each Seller will report as part of its Tax Returns the transactions and results of the operations of the Business and the Acquired Assets for taxable periods or portions thereof ending on or prior to the Closing Date and Sellers shall pay any and all Taxes attributable thereto.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company shall prepare, consistent with the past practices and customs of the Acquired Companies (unless a contrary position is required by applicable Law), and timely file with the appropriate Governmental Entity, all Tax Returns of the Acquired Companies relating to any Tax Period ending prior to the Closing Date that are required to be filed prior to the Closing Date.
