Returns and Payments. (a) Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable to periods ending on or before the Closing Date. Buyer shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.
Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return.
Returns and Payments. (a) Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to the Company and its Subsidiaries due after the Closing Date (including any valid extensions of time). Tax Returns of the Company and its Subsidiaries due after the Closing Date that relate to any period beginning before the Closing Date (such Tax Returns, the “Straddle Returns”) shall be prepared in a manner reasonably consistent with past practices employed with respect to the Company and its Subsidiaries, except where a contrary manner is required by Law. Purchaser shall provide the Securityholders’ Representative with a copy of each completed Straddle Return (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Return solely relating to the Company and its Subsidiaries), together with appropriate supporting information and schedules at least fifteen days prior to the due date (including any extensions thereof) for the filing of such Straddle Return, and the Securityholders’ Representative shall have the right to review and comment on such Straddle Return prior to the filing of such Straddle Return and Purchaser shall accept all reasonable comments provided by the Securityholders’ Representative; provided, however, that for any Straddle Return required to be filed within 90 days of the Closing Date (taking into account any available extensions), Purchaser shall instead use commercially reasonable efforts to afford the Securityholders’ Representative a reasonable opportunity (but in no event less than ten Business Days) to review and approve such Straddle Return prior to filing. The failure of the Securityholders’ Representative to propose any changes to any such Straddle Return within fifteen days following the receipt thereof shall be deemed to constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreement.
Returns and Payments. 64 SECTION 10.3. Refunds.................................................................. 65 SECTION 10.4. Contests................................................................. 66 SECTION 10.5. Cooperation and Exchange of Information.................................. 67 SECTION 10.6. Conveyance Taxes......................................................... 68 SECTION 10.7. Section 338(h)(10) Election.............................................. 68 SECTION 10.8. Miscellaneous............................................................ 69 ARTICLE XI
Returns and Payments. 6.1 Information required from members for the completion of tax returns (including estimated payments, extensions of time, and other required filings) shall be provided by each member according to the schedule reasonably determined by Parent. Payments of tax or liabilities allocated hereunder shall be made at the time and in the manner reasonably determined by Parent. Settlements of tax payments or refunds hereunder may at the reasonable discretion of Parent be made on an estimated basis, but final settlement for any return filed shall be made no later than 30 days after such return is filed except that, where a refund is due from the Government to the Parent, payment by the parent to the appropriate member shall be made within 5 business days of the receipt of the refund. Parent may, in the interest of convenience, net payments due to and from a member or make payment to a member's direct or indirect parent, which shall then promptly make payment to the appropriate member. All payments shall be made in immediately available funds.
Returns and Payments. The Company shall prepare and file or otherwise furnish to the appropriate Tax authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns, reports or forms relating to the Company and any Subsidiary that are due on or before, or relate to any taxable period ending on or before, the Closing Date. Returns of the Company and any Subsidiary not yet filed for any taxable period that begins before the Closing Date shall be prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company and any Subsidiary (except to the extent counsel for the Company determines there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed or an item so reported without being subject to penalties).
Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns that relate to the Transferred Companies that are due on or before the Closing Date. The Transferred Companies shall remit or cause to be remitted all Taxes due in respect of such Tax Returns. Seller shall (i) except as otherwise provided in Section 5.13, cause such Tax Returns to be prepared and filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including positions which would have the effect of deferring income to periods for which Buyer is liable or accelerating deductions to periods for which Seller is liable), except as required by Law and (ii) make a reasonable attempt to submit such Tax Returns to Buyer not later than 30 days prior to the due date for filing such Tax Returns but in no event less than seven days prior to the due date for filing such Tax Returns for review and approval by Buyer, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns are not prepared in accordance with clause (i) of this sentence.
Returns and Payments. 62 SECTION 7.02. Contests....................................................................... 63 SECTION 7.03. Conveyance Taxes............................................................... 63 -ii- Table of Contents ----------------- (continued)
Returns and Payments. (a) From the date of this Agreement through the Closing Date, the Seller shall cause the Company to prepare and file in proper form with the appropriate Tax Authority in a timely manner all Returns relating to the Company that are due on or before the Closing Date. The Seller shall cause the Company to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Company. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of Returns in respect of Income Taxes and capital Taxes for the Company's 1996 taxable year, the Seller will cause the Company to provide the Purchaser and its authorized representative a copy of such completed Returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such Returns or the date of filing. The Purchaser shall cause the Company to prepare and file in proper form with the appropriate Tax authority in a timely manner all Returns relating to the Company that are due after the Closing Date. With respect to Returns, other than Returns in respect of Income Taxes, capital Taxes and VAT, caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes with respect to Returns caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns, and the Seller shall reimburse the Purchaser on the due date for such Taxes. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect Purchaser's obligation to cause the Company to timely file any Return.
