Return Filings, Refunds and Credits. (i) Seller shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis, all Tax Returns with respect to the Business (including any Tax Returns of the Transferred Entities or the Transferred Subsidiaries for which Seller currently has filing responsibility) for taxable periods ending on or prior to the Closing Date, and pay or cause to be paid the amounts shown as due and payable on such Tax Returns.
Return Filings, Refunds and Credits. (a) The Seller shall (i) cause the Company to be included in the consolidated federal income Tax Returns of the affiliated group (within the meaning of Section 1504 of the Code) of which the Seller is the common parent (within the meaning of Section 1504 of the Code) and the Indiana Corporation Income Tax Returns (filed on a combined basis) that include the Seller and the Company for (A) the taxable year of the Seller ended October 31, 1996 and (B) the taxable year of the Seller that will end on October 31, 1997 (the "1997 Consolidated Returns"), which 1997 Consolidated Returns will include the tax items of the Company for the portion of such taxable year ending on the Closing Financial Statement Date, (ii) timely file such Tax Returns and (iii) timely pay any Taxes shown as due on such Tax Returns.
Return Filings, Refunds and Credits. (i) Seller shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns with respect to Akrosil Europe for taxable periods ending on or prior to the Closing Date, except that Seller may, in its discretion, request Buyer to cause Akrosil Europe to prepare and/or timely file any such Tax Return. No member of Buyer nor Akrosil Europe shall file any Tax Return with respect to the Business for any Pre-Closing Tax Period without the prior written consent of Seller.
Return Filings, Refunds and Credits. (a) KREG shall prepare or cause to be prepared and file or cause to be filed on a timely basis (in each case, at its own cost and expense and in a manner consistent with past practice) all Tax Returns with respect to KOC for taxable periods ending on or prior to the Closing Date. KREG shall provide KOC with copies of such Tax Returns (which, with respect to Tax Returns that relate to an affiliated or combined group that includes KOC, shall be "pro-forma" returns) covering any taxable period beginning on January 1, 1998 and ending on or prior to the Closing Date, on or prior to the due date thereof (including any extensions thereto). KREG shall pay all Taxes shown on all such Tax Returns.
Return Filings, Refunds and Credits. (a) Except as noted in the immediately following sentence, Ralcorp shall prepare or cause to be prepared and file or cause to be filed on a timely basis (in each case, at its own cost and expense and in a manner consistent with past practice) all Tax Returns with respect to Ralsxxx xxx with respect to an Affiliated Group for taxable periods ending on or prior to the Closing Date. Ralcorp agrees that Ralsxxx xxxll sign and file all Tax Returns prepared solely on behalf of Ralsxxx xxx its subsidiaries. For purposes of this Section 10.11(a), Affiliated Group shall mean only such group of which Ralcorp is the common parent. Ralcorp shall provide Vail with copies of all Returns that Ralcorp prepares or causes to be prepared and filed and with originals of all Returns that Ralsxxx xxxl sign and file. Ralcorp shall pay or cause to be paid all Taxes shown on all such Tax Returns, whether filed by Ralcorp or by Ralsxxx. Xalcorp further agrees that Vail shall have a reasonable opportunity to review and comment upon any Tax Return prior to Ralcorp's filing of such Tax Return that could affect the Tax liability of Vail or Ralsxxx.
Return Filings, Refunds and Credits. (i) Seller shall include the income of the Company and its Subsidiaries in Seller's federal consolidated Income Tax Returns, and shall file all state, foreign and local Income Tax Returns of the Company and its Subsidiaries, for all Tax periods ending on or before the Closing Date and shall be responsible for remitting all Taxes reflected on such Income Tax Returns. Seller shall also prepare or cause to be prepared and file or cause to be filed all Miscellaneous Tax Returns due on or before the Closing Date (taking into account extensions) and shall be responsible for remitting all Miscellaneous Taxes reflected on such Miscellaneous Tax Returns. Copies of all such Tax Returns (or the relevant portion thereof relating to the Company and its Subsidiaries) shall be furnished to Buyer.
Return Filings, Refunds and Credits. (i) IP shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis, all Tax Returns with respect to BUSA and the BUSA Subsidiaries with a due date, including valid extensions thereof, after the Closing Date. The computation of Taxes and the reporting of items for any Pre-Closing Period shall be in a manner consistent with the manner in which such Taxes were computed and such items were reported in preceding taxable periods ("Past Practice"). Before filing any Tax Return with respect, in whole or in part, to any Pre-Closing Period, IP shall provide the Controlling Sellers' Representative with a copy of such Tax Return at least twenty days prior to the last date for timely filing such Tax Return (giving effect to any valid extensions thereof), accompanied by a statement calculating in reasonable detail the Controlling Sellers' indemnification obligation pursuant to Section 6.8(a)(i). If for any reason the Controlling Sellers' Representative does not agree with IP's calculation of its indemnification obligation, the Controlling Sellers' Representative shall notify IP of its disagreement within ten days of receiving a copy of the Tax Return and IP's calculation, and such dispute shall be resolved pursuant to the Tax Dispute Resolution Mechanism. If the Controlling Sellers' Representative agrees with IP's calculation of their indemnification obligation, IP shall have a right of offset against the Note pursuant to the terms thereof in the amount of the Controlling Sellers' indemnification obligation effective at least one business day prior to the last date for timely filing such Tax Return (including any valid extensions thereof). Except as herein provided, neither IP nor any of BUSA and the BUSA Subsidiaries shall file any Tax Return with respect to BUSA and the BUSA Subsidiaries for any Pre-Closing Tax Period without the prior written consent of the Controlling Sellers' Representative.
Return Filings, Refunds and Credits. (a) Standard Pacific shall ----------------------------------- prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns with respect to Panel Concepts for Taxable periods ending on or prior to the Closing Date. HON shall not file any Tax Returns with respect to Panel Concepts for Taxable periods ending on or prior to the Closing Date without the prior written consent of Standard Pacific.
Return Filings, Refunds and Credits. (1) The Allied Shareholders shall cause Allied to prepare and file on a timely basis all Tax Returns with respect to Allied that are required to be filed (after giving effect to any valid extensions thereof) on or prior to the Closing Date.
Return Filings, Refunds and Credits. (a) Seller shall prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns with respect to the Company and its subsidiaries for taxable periods ending on or prior to the Closing Date. Seller shall timely pay or cause to be paid all Taxes shown on all such Tax Returns and Buyer and/or the Company shall pay to Seller from the reserves, if any, on the Closing Statement of Company Business Net Worth for such Taxes an amount not in excess of the amount paid by the Seller in respect of such Taxes. Such Tax Returns shall be prepared in a manner consistent with past practices and such Tax Returns which do not relate to or include a company other than the Company and any of its subsidiaries ("Separate Returns") shall be provided to Buyer to allow for Buyer's review prior to filing. Seller and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Separate Returns. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Separate Returns, the parties shall jointly request the Auditor to resolve any issue at least five days before the due date of any such Separate Return, in order that such Separate Return may be timely filed. The Seller and Buyer shall each pay one-half of the Auditor's fees and expenses.
