Return Filings. For any taxable period of the Transferred Entities that includes (but does not end on) the Closing Date, the Purchaser shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities all Tax Returns required to be filed and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that upon notification by the Purchaser of any amount owed by the Seller pursuant to Section 9.01(a) with respect to the taxable periods covered by such Tax Returns, the Seller shall remit such amount to the Purchaser at least five days before such Tax Return is due. In the case of any Tax Return for any taxable period of the Transferred Entities that ends on or before the Closing Date (other than consolidated, combined or unitary Tax Returns), the Seller shall timely prepare, on a basis consistent with the past practices of the Business, and shall deliver such Tax Return to the Purchaser at least ten days prior to the date on which such Tax Return is required to be filed with the appropriate Taxing Authority for the review and approval of the Purchaser, which shall not be unreasonably withheld, delayed or conditioned. If the Purchaser disputes any item on such Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection. Such parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If such parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to the Seller and the Purchaser. The fees and expenses of such accounting firm shall be borne equally by the Seller and the Purchaser. The Seller shall timely file with the appropriate Taxing Authorities all such Tax Returns required to be filed on or prior to the Closing Date and shall fully pay all Taxes due and payable in respect of such Tax Returns. The Purchaser shall timely file (or cause to be filed) with the appropriate Taxing Authorities all such Tax Returns required to be filed after the Closing Date, and the Seller shall pay all Taxes due with respect to such Tax Returns by remitting the amount due to the Purchaser at least five days before such Tax Return is due. Neither the Purchaser nor its affiliates (including the Transferred Entities) shall amend any prior Tax Return of any of the Transferred Entities for any Pre-Closing Tax Period without the prior wri...
Return Filings. (iii) The Sellers or their designee shall prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the appropriate Taxing Authority all necessary Tax Returns of or which include or relate to the Business for Pre-Closing Tax Periods that are required to be filed (including extensions) on or prior to the Closing Date (including all Tax Returns the Companies file jointly with a Seller or any of its affiliates (other than the Companies)). The Sellers shall pay or shall cause to be paid any and all Taxes due with respect to such Tax Return filings.
Return Filings. The Company and the Subsidiaries shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filed by them and shall pay all Taxes due with respect to such Tax Returns.
Return Filings. For any taxable period of the Transferred Entities that includes (but does not end on) the Closing Date, the Purchaser shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities all Tax Returns required to be filed on a basis consistent with past practices of the Business and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that the Seller shall pay the Purchaser at least five days before such Tax Return is due any amount owed by the Seller pursuant to Section 9.01(a) with respect to the taxable periods covered by such Tax Returns. For any taxable period of the Transferred Entities that ends on or before the Closing Date, the Seller shall timely prepare and file with the appropriate Taxing Authority all Tax Returns required to be filed; provided that if such Tax Return is required to be filed by a Transferred Entity after the Closing Date, the Seller shall deliver such Tax Return to the Purchaser which shall sign and file such Tax Return; and provided further that any such Tax Return described in this sentence shall be prepared, on a basis consistent with the past practices of the Business and in accordance with applicable Law. The Seller shall pay all Taxes due with respect to such Tax Returns and, if such Tax Return is to be filed by the Purchaser, shall pay the Purchaser at least five days before such Tax Return is due any amount shown as due on such Tax Return.
Return Filings. The Surviving Company shall prepare and timely file or cause to be timely filed all Returns required to be filed by or with respect to the Company for (i) taxable years or periods ending on or prior to the Closing Date, the due date for filing of which (taking into account extensions) is after the Closing Date, and (ii) taxable years or periods including, but ending after, the Closing Date (any such period, a “Straddle Period”) (with payment of Taxes in respect of such Returns to be made by the Surviving Company). Any such Returns shall be prepared and filed in a manner consistent with past practices employed by the Company with respect to the Company, including the jurisdictions in which such Returns are filed, except to the extent counsel for the Surviving Company determines there is no reasonable basis in Law therefor. The Stockholders shall be entitled to review any such Returns at least thirty (30) days prior to filing and may make reasonable revisions thereto at least ten (10) days prior to filing.
Return Filings. (i) The Sellers or their designee shall prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the appropriate Competent Authority all necessary Tax Returns of or which include or relate to the Companies or Cawse for Pre-Closing Tax Periods that are required to be filed (including extensions) on or prior to the Closing Date. The Sellers shall pay or shall cause to be paid any and all Taxes due with respect to such Tax Returns.
Return Filings. The Surviving Company shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns required to be filed after the Closing Date by or with respect to the Company. The Surviving Company shall provide the drafts of any such Tax Returns relating to a taxable period ending on or before the Closing Date to the Representative at least thirty (30) days prior to the filing due date, and the Representative may review and propose reasonable revisions to any such Tax Returns as long as such proposed revisions are provided to the Surviving Company at least five (5) days prior to the due date for filing such returns. Any such Tax Return shall be prepared and filed in a manner consistent with past practices employed by the Company with respect to the Company, unless otherwise required by applicable Law.
Return Filings. (i) The Sellers or their designee shall prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the appropriate Taxing Authority all consolidated, combined or unitary Tax Returns of the Sellers that include or relate to the Companies, the Subsidiary or both with respect to any Pre-Closing Tax Period (including any short period). The Sellers shall pay or shall cause to be paid any and all Taxes due with respect to such Tax Returns to the extent that those Taxes due exceed aggregate accruals or reserves for Taxes for Pre-Closing Tax Periods included in the calculation of Final Working Capital. The Purchasers shall provide or cause to be provided to the Sellers in a timely manner all necessary data and other information to prepare all Tax Returns described in this Section 8.01(c)(i).
Return Filings. For any taxable period of the Company that includes (but ends after) the Closing Date, Buyer shall timely prepare and file with the appropriate authorities all returns, declarations of estimated tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any domestic, foreign, federal, national, state-, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasigovernmental body exercising tax regulatory authority in connection with the determination, assessment, collection or administration of any Taxes (collectively, “Tax Returns”) required to be filed. For any taxable period of the Company that ends on or before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed.
Return Filings. For any taxable period of the Company that ends on or before the Closing Date, the Shareholders shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed, and, consistent with §9(a), shall pay all Taxes due with respect to such Tax Returns. Buyer shall have the opportunity to review and comment on such Tax Returns and the Shareholders shall make such changes as are reasonably requested, provided such changes do not materially increase the Shareholders’ Liability for Taxes for any such taxable period. For any taxable period of the Company that begins after the Closing Date, Buyer shall timely prepare and file, or cause to be timely prepared and filed, with the appropriate authorities all Tax Returns required to be filed and shall pay (or cause the Company) to pay all Taxes due with respect to such Tax Returns. For any taxable period of the Company that constitutes a Straddle Period, Buyer shall timely prepare and file, or cause to be timely prepared and filed, with the appropriate authorities, all Tax Returns required to be filed for such Straddle Period, and the Taxes due with respect to such Tax Returns shall be allocated in accordance with §9(a)(iv) hereof. Buyer shall permit the Shareholders to review and comment on such Tax Returns prior to filing and the Buyer shall in such cases make such revisions as are reasonably requested by the Shareholders provided such changes do not materially increase Buyer’s Liability for Taxes for any taxable period. The Shareholders shall assist the Buyer in timely obtaining any required signatures or other filing requirements in respect to Tax Returns prepared by Buyer for a Straddle Period.
