Responsibility for Filing Tax Returns and Paying Taxes. Seller shall prepare and file all Tax Returns required to be filed on or prior to the Closing Date by or with respect to any member of the NOARK Group and shall pay all Taxes due on or prior to the Closing Date from any member of the NOARK Group. In addition, with respect to any Tax Return required to be filed after the Closing Date by or for any member of the NOARK Group for a Prior Tax Period, Seller shall deliver to Buyer a draft of such Tax Return, along with a supporting calculation of the amount of Taxes due from each member of the NOARK Group, on or prior to the date that is 30 days prior to the due date for filing such Tax Return. With respect to any Tax Return required to be filed after the Closing Date by or for any member of the NOARK Group for a Straddle Tax Period, Buyer shall deliver to Seller a draft of such Tax Return, along with a statement of the amount of Taxes due each member of the NOARK Group for the Pre-Closing Tax Period with respect to such Tax Return, on or prior to the date that is 30 days prior to the due date for filing such Tax Return. On or before the date that is 5 days prior to the due date for payment of any Taxes due from any member of the NOARK Group for a Prior Tax Period or a Straddle Tax Period, Seller shall remit to Buyer an amount in cash equal to the excess (if any) of (i) the amount of Taxes due from such member of the NOARK Group for the Pre-Closing Tax Period, over (ii) the amount (if any) set forth as a liability for such Tax in the Final Closing Statement. Subject to the satisfaction of the obligations of Seller hereunder, Buyer shall file (or cause to be filed) any Tax Returns required to be filed after the Closing Date and pay (or cause to be paid) any Taxes due after the Closing Date, in each case with respect to any member of the NOARK Group for a Prior Tax Period or a Straddle Tax Period.
Responsibility for Filing Tax Returns and Paying Taxes. (a) Seller shall file all Tax Returns required to be filed by or with respect to the Company for a Pre-Closing Tax Period. Buyer shall file all other Tax Returns required to be filed by or with respect to the Company.
Responsibility for Filing Tax Returns and Paying Taxes. As soon as practicable following the Closing Date, the Buyer shall (a) prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and any of its Subsidiaries for all Pre-Closing Tax Periods and Straddle Tax Periods, to the extent such Tax Returns were not required to be filed by the Company prior to Closing pursuant to Section 3.20; and (b) pay to the applicable Governmental Body all Taxes shown as due and payable on such Tax Returns. All such Tax Returns shall be prepared consistently with the past practice of the Company and its Subsidiaries in filing similar Tax Returns to the extent permitted by applicable law. The Buyer shall permit the Seller Representative, and where any individual Seller so requests, such Seller to review and comment on each such Tax Return prior to filing and shall make such revisions as are reasonably requested by the Seller Representative. The Buyer shall give the Seller Representative (and, where applicable, any requesting Seller) and its advisors adequate time to review such Tax Returns. The Buyer shall pay all expenses the Buyer incurs in connection with the preparation and filing of such Tax Returns.
Responsibility for Filing Tax Returns and Paying Taxes. Seller shall file all Tax Returns required to be filed by or with respect to EAPC for a Pre-Closing Tax Period. Seller shall pay all Taxes owed with respect to a Pre-Closing Tax Period to the extent such Taxes are not taken into account in the calculation of Closing Net Working Capital. Buyer shall file all other Tax Returns required to be filed by or with respect to EAPC and shall pay all other Taxes owed. Without limiting the generality of the foregoing, Seller shall cause EAPC’s federal taxable income for all Pre-Closing Tax Periods to be included on the consolidated federal income Tax Returns that include Seller and EAPC and Seller shall pay all Taxes attributable to such income. Liability for Taxes for any Tax period that includes but does not end on the Closing Date (a “Straddle Period”) shall be apportioned as follows: Property and similar ad valorem Taxes shall be apportioned on a ratable daily basis. All other Taxes, including income Taxes, shall be apportioned based on an interim closing of the books of each member of the NOARK Group as of the end of the Closing Date. Buyer and Seller shall each provide the other with all information reasonably necessary to prepare a Tax Return.
Responsibility for Filing Tax Returns and Paying Taxes. The Sellers shall file all Tax Returns required to be filed by or with respect to each Company for a Pre-Closing Tax Period. For the avoidance of doubt, the Sellers shall cause to be prepared and timely filed the final federal income Tax Return for Laser Midstream and the other Companies on IRS Form 1065 for the period that ends on the Closing Date. The Sellers shall pay all Taxes owed with respect to a Pre-Closing Tax Period with respect to Laser Midstream and each of the other Companies to the extent such Taxes are not taken into account in the calculation of Estimated Closing Date Working Capital. Except as provided in the following sentence, Buyer shall file all other Tax Returns required to be filed by or with respect to Laser Midstream and each of the other Companies and shall pay all other Taxes owed with respect to Laser Midstream and each of the other Companies or any of their assets. Liability for Taxes for any Tax period that includes but does not end on the Closing Date (a “Straddle Period”) shall be apportioned between Buyer and the Sellers as follows: (i) property and similar ad valorem Taxes or franchise Taxes based solely on capital shall be apportioned on a ratable daily basis; and (ii) all other Taxes, including income Taxes, shall be apportioned based on an interim closing of the books of Laser Midstream and each of the other Companies as of the Closing Date. For this purpose, any franchise Tax paid or payable with respect to any Company shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such Tax. Buyer and the Sellers shall each provide the other with all information reasonably necessary to prepare a Tax Return. Notwithstanding the foregoing, Sellers shall be solely responsible for all Taxes and Tax Returns with respect to the Retained Subsidiaries.
Responsibility for Filing Tax Returns and Paying Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed (and withhold, or cause to be withheld, all amounts required to be withheld) by or with respect to the Company and each Subsidiary for each Pre-Closing Tax Period. Seller shall pay, or cause to be paid, all Taxes due with respect to each Pre-Closing Tax Period with respect to the Company and each Subsidiary (for the avoidance of doubt, regardless of whether such Taxes are reflected on a Tax Return required to be filed after the date of this Agreement), except to the extent such Taxes are included in the determination of Net Working Capital.
Responsibility for Filing Tax Returns and Paying Taxes. Seller shall file all Tax Returns required to be filed by or with respect to SWPL for Pre-Closing Tax Periods. Without limiting the generality of the foregoing, Seller shall cause SWPL’s federal taxable income for all Pre-Closing Tax Periods to be included on the consolidated federal income Tax Returns that includes Seller and Seller shall be responsible for all Taxes attributable to such income. Liability for Taxes for any Tax period that includes but does not end on the Closing Date (a “Straddle Period”) shall be apportioned on a closing of the books basis. Buyer and Seller shall each provide the other with all information reasonably necessary to prepare Tax returns in accordance with this Section 8.1.
Responsibility for Filing Tax Returns and Paying Taxes. Subject to Section 5.01(X), the Company shall prepare and timely file or cause to be prepared and timely filed all Tax Returns that are required to be filed (taking into account applicable extensions of time to file) by or with respect to the Group Companies for any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) that are due on or before the Closing Date and shall pay or cause to be paid all Taxes due with respect to such Tax Returns. Such Tax Returns shall be prepared in a manner consistent with past practice of the Group Companies, as applicable. Parent shall prepare and file or cause to be prepared and filed all Tax Returns that are required to be filed by or with respect to the Group Companies for the Pre-Closing Tax Period and any Straddle Period that are due after the Closing Date (each a “Pre-Closing Return”). Parent shall prepare or cause to be prepared such Pre-Closing Returns in a manner consistent with past practice of any Group Company, as applicable, unless otherwise required by Law, and shall, subject to its rights of indemnification pursuant to Article VIII, pay or cause to be paid all Taxes shown as due and owing on such Pre-Closing Returns. With respect to any Pre-Closing Return that may give rise to indemnifiable Losses of the Parent Indemnified Parties pursuant to Article VIII, Parent shall deliver a copy of such Tax Return to the Stockholder Representative for its review and approval (such approval not to be unreasonably withheld) not less than thirty (30) days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions).
Responsibility for Filing Tax Returns and Paying Taxes. (a) Subject to Section 8.2(b), through the end of the day prior to the Closing Date, Pioneer or Seller, as applicable, shall be responsible for preparing and timely filing all Tax Returns in respect of the Assets which are required to be filed before the Closing Date and for paying all Taxes due and owing with respect to such Tax Returns.
Responsibility for Filing Tax Returns and Paying Taxes. Seller shall prepare and timely file or cause to be prepared and timely filed all Tax Returns required to be filed by the Acquired Company or with respect to the Acquired XXXXx for the period ending on or before the Closing Date that are filed after the Closing Date and Seller shall be responsible for, and shall cause to be fully paid to the appropriate Governmental Authority or Taxing Authority, the amount of Taxes shown as payable with respect to such Tax Returns. Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Legal Requirements. Not later than five (5) days prior to the due date for filing such Tax Returns, Seller shall deliver such Tax Returns to Buyer, and Buyer shall file or cause to be filed such Tax Return on or prior to the applicable due date. Buyer shall prepare and file or cause to be prepared and filed all other Tax Returns for the Acquired Companies that are filed after the Closing Date, including Tax Returns for the Straddle Period. Buyer and Seller shall each provide the other with all information reasonably necessary to prepare a Tax Return.
