Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller 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 Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the...
Preparation of Tax Returns; Payment of Taxes. (a) The Seller shall prepare and file all income Tax Returns relating to (x) the Seller and (y) the Company or the Company Subsidiaries for taxable periods ending on or before the Closing Date that are due after the Closing Date; provided that such Tax Returns for the Company shall be prepared in a manner consistent with the past practices of the Company, unless a different treatment of any item is required by Law. The Seller shall pay (i) all Taxes imposed on or payable by the Seller, (ii) all Taxes imposed on or payable by the Company or the Company Subsidiaries with respect to such Tax Returns, (iii) with respect to Straddle Periods, all Taxes imposed on or payable by the Company or the Company Subsidiaries which are allocable pursuant to Section 7.01 to the portion of such period ending on the Closing Date, (iv) all Taxes imposed on or payable by the Company or the Company Subsidiaries for taxable periods ending on the Closing Date, (v) all Taxes imposed on or payable by the Company or the Company Subsidiaries for any taxable period commencing on or after January 1, 2020 and ending before the Closing Date and (vi) any Taxes deferred under the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136), any administrative or other guidance published with respect thereto or any other Law or executive order of the President of the United States intended to address consequences of the COVID-19 pandemic, except, with respect to clauses (ii), (iii) and (iv), Taxes resulting from any act, transaction or omission of Purchaser or the Company occurring after the Closing on the Closing Date that is not in the ordinary course of business. The amount of Taxes payable by the Seller under this Section 7.04(a) shall be reduced to the extent taken into account in the calculation of the Purchase Price or adjustment of the Purchase Price under Section 2.07. (b) Purchaser shall prepare and file (or cause to be prepared and filed) all other Tax Returns that relate to the Company or the Company Subsidiaries; it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of Purchaser, except for Taxes imposed on the Company or the Company Subsidiaries for (i) taxable periods ending on or before the Closing Date and (ii) any Straddle Period which are allocable pursuant to Section 7.01 to the portion of such period ending on the Closing Date. Such Tax Returns shall be prepared on a basis consistent with those prepared for p...
Preparation of Tax Returns; Payment of Taxes. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, if any, shall be borne equally by the Estates and the Buyer; provided, however, that if any such Taxes are reflected as an "accrued expense and other" liability in the calculation of the Final Working Capital or arise as a result of Section 12.10, the Buyer shall be responsible for all such Taxes. All Taxes referred to in this Section 8.02 shall be paid by the Company when due, and the Company shall file, or cause to be filed, all necessary Tax Returns and other documentation with respect to any such transfer, documentary, sales, use, stamp, registration and other Taxes and fees. The Estates or the Estate Representative shall promptly pay the portion of such Taxes for which it is responsible pursuant to this Section 8.02(a) to the Buyer after the Buyer furnishes the Estates or the Estate Representative with a copy of the applicable Tax Return and any other supporting documentation.
Preparation of Tax Returns; Payment of Taxes. (a) Subject to Section 6.16, the Purchaser shall prepare and file (at Purchaser’s expense) all income Tax Returns relating to the Company or any Company Subsidiary for Tax Periods ending on or before the date of the Closing that are due after the Closing Date, and shall file such Tax Returns for (i) the Tax Period ended September 30, 2020 within one hundred fifty (150) days of Closing and (ii) the stub Tax Period thereafter ending on the Closing Date within one hundred eighty (180) days of the Closing. Sellers Representative shall have no less than fifteen (15) days to review and comment on such Tax Returns prior to filing. Except as otherwise provided in this Agreement, such Tax Returns shall be prepared on a basis consistent with those prepared for prior Tax Periods unless a different treatment of any item is required by Law. The Sellers shall pay (i) all Taxes imposed on or payable by the Company or any Company Subsidiary with respect to such Returns and (ii) with respect to Straddle Periods, Taxes imposed on the Company or any Company Subsidiary which are allocable pursuant to Section 7.01 to the portion of such period ending on the date of Closing, other than Taxes resulting from any act, transaction or omission of Purchaser or the Company occurring after the Closing that is not in the ordinary course of business. The amount of Taxes payable by the Sellers under this Section 7.04(a) shall be reduced to the extent taken into account in the calculation of Working Capital under Section 2.06.
Preparation of Tax Returns; Payment of Taxes. The Company shall prepare and file, or cause to be prepared and filed, all Tax returns of or which include the Company and its Subsidiaries that are required to be filed (after giving effect to any valid extension of time in which to make such filing) on or prior to the Closing Date. The Company shall pay (or cause to be paid) all Taxes shown due with respect to such Tax returns.
Preparation of Tax Returns; Payment of Taxes. (a) (i) Where required by Applicable Law, Sellers shall include the Transfer Group Companies in, or cause the Transfer Group Companies to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of Enron for all taxable periods of the Transfer Group Companies ending on or prior to the Closing Date; and (B) where applicable, all other consolidated, combined or unitary Tax Returns of, or which include, one or more of the Transfer Group Companies for all taxable periods ending on or prior to the Closing Date. Sellers shall remit (or cause to be remitted) all Taxes shown due with respect to the Tax Returns referred to in clauses (A) and (B) of this Section 9.2(a)(i). Within 120 days after the Closing Date (or sooner if necessary to enable Sellers to timely file a Tax Return), Purchaser shall cause each of the Transfer Group Companies to prepare and provide to Sellers a package of Tax information materials, including schedules and work papers (the "Tax Package") required by Sellers to enable Sellers to prepare and file all Tax Returns (which have not been filed on or before the Closing Date) required to be prepared and filed by Sellers pursuant to this Section 9.2(a)(i).
Preparation of Tax Returns; Payment of Taxes. (i) After giving effect to any valid extensions of the due date, the Indemnification Representative shall prepare and file (or cause to be prepared and filed) in a timely manner the Income Tax Returns required to be filed by the Company for any Pre-Closing Tax Periods, and will timely pay (or cause to be paid), all Taxes shown as due and owing on all such Tax Returns. All such Tax Returns shall be signed by KPMG or another major accounting firm, and the Company Stockholders will pay the expenses of such accounting firm except for amounts accrued as liabilities on the Closing Balance Sheet and taken into account as such in the calculation of Closing Working Capital. The Buyer shall cooperate with the preparation of such Tax returns and provide all information reasonably required and shall be permitted at least 30 days to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Indemnification Representative shall cooperate with such review and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. Any disputes over such Tax Returns shall be promptly submitted to and resolved by an independent accounting firm selected jointly by the Buyer and the Indemnification Representative. The Buyer will reimburse the Company Stockholders for any Taxes with respect to such Tax Returns to the extent that such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet in the Company’s Financial Statements (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses, and taken into account as liabilities in calculating Closing Working Capital. The Buyer will prepare and file (or cause to be prepared and filed) in a timely manner all other Tax Returns of the Company for any Pre-Closing Tax Periods that are filed after the Closing Date (after giving effect to any valid extensions of the due date). Buyer shall permit the Indemnification Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Indemnification Representative. Any disputes over such Tax Returns shall be promptly submitted to and resolved by an independent accounting firm selected jointly by the Buyer and the Indemnification Repr...
Preparation of Tax Returns; Payment of Taxes. (a) Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of any Purchased Entity required to be filed (taking into account any extensions) by Seller representing any periods ending on or prior to the Closing Date. Seller shall timely pay the amount of any Taxes required to be shown thereon to the appropriate Taxing Authorities and shall provide Purchaser with adequate proof of such filing and payment and with written confirmation that such Tax Returns have been prepared in a manner that is consistent with the past income Tax practices and consistent with the past Tax Returns of any Purchased Entity and with the representations set forth in Section 3.21 (except as otherwise required by Law). Following the Closing, Purchaser shall be responsible for properly and (except as otherwise required by Law) consistently preparing or causing to be prepared all other Tax Returns required to be filed by any Purchased Entity, provided that Seller shall be responsible for all Pre-Closing Taxes required to be shown thereon. Amounts payable by Seller with respect to Tax Returns that are the responsibility of Purchaser shall be paid no later than three (3) business days following therefor from Purchaser or, if later, three (3) days prior to the date such Taxes are required to be paid to the applicable Taxing Authority. All accrued Taxes set forth in the Closing Date Statement (as finally determined) and all estimated payments of Tax by each Purchased Entity as of the Closing Date shall constitute a payment by Seller in satisfaction of its responsibility to pay Pre-Closing Taxes. Amounts not paid by Seller when due shall bear interest from the due date at the rate specified in Section 6621(a)(2) of the Code.
Preparation of Tax Returns; Payment of Taxes. (a) WPS shall include the Company and its Subsidiaries, or cause the Company and its Subsidiaries to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of the Company and its Subsidiaries for the taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date, and (B) where applicable, all other consolidated, combined or unitary Tax Returns of the Company and its Subsidiaries for the taxable periods of the Company and its Subsidiaries ending (or the portion of any taxable period ending) on or prior to the Closing Date, and Seller shall pay any and all Taxes due with respect to the returns referred to in clause (A) or (B) of this paragraph (a), including, without limitation, any liability due with respect to any Section 338(h)(10) Election made pursuant to Section 11.1 hereof. WPS also shall file or shall cause the Company and its Subsidiaries to file all other Tax Returns of or which include the Company and its Subsidiaries required to be filed (taking into account any extensions) on or prior to the Closing Date and Seller shall pay any and all Taxes due with respect to such Tax Returns.
Preparation of Tax Returns; Payment of Taxes. 56 Section 7.05 Tax Cooperation and Exchange of Information 57 Section 7.06 Conveyance Taxes 58 TABLE OF CONTENTS (continued)
