Separate Tax Returns. With respect to any SpinCo Separate Tax Return or Direct Sale Separate Tax Return for which Parent is responsible pursuant to this Agreement, Parent and the other members of the Parent Group shall include all Tax Items in such SpinCo Separate Tax Return or Direct Sale Separate Tax Return, as the case may be, in a manner that is consistent with the inclusion of such Tax Items in any related Tax Return for which the Company is responsible to the extent such Tax Items are allocated in accordance with this Agreement.
Separate Tax Returns. Except for PC Mall Federal Consolidated Federal Returns and PC Mall Combined Returns, each Party shall be responsible for the preparation of any Tax Return it is required to file. The Party required to file such Tax Return shall be liable for any Tax due with respect to such Tax Return, shall be entitled to any Refund of such Tax, and shall indemnify the other Party and its Indemnitees against any liability for such Tax.
Separate Tax Returns. (a) Lithium Argentina shall be responsible for preparing and timely filing, or causing any Lithium Argentina Group member to prepare and timely file, any Pre-Arrangement Period or Post-Arrangement Period Separate Tax Return that is required to be filed pursuant to Applicable Law by, or with respect to, Lithium Argentina or any member of the Lithium Argentina Group.
Separate Tax Returns. For all periods following the Closing Date, and for all periods ending prior to or on the Closing Date with respect to state, local and foreign income and other tax returns not filed by Parent and ABNH on a consolidated, combined or unitary basis, Parent and ABNH will file their tax returns for state, local and foreign income tax purposes and all other tax returns on a separate basis and, subject to Sections 11.2 and 11.3, shall be separately responsible for all Taxes assessed with respect to such returns.
Separate Tax Returns. For the avoidance of doubt, references in Section 3.09, 5.01(viii), 5.02(a), 7.03 and in this Article VIII to Tax Returns, Tax withholding or other liabilities, or Tax audits, elections or other procedural matters relating to Taxes, of or in respect of the Company or its Subsidiaries apply to them only to the extent they are treated for purposes of Taxes as separate entities or as part of a group consisting only of them, and thus shall not apply to any direct or indirect owner of the Company or its Subsidiaries based on the status of the Company or its Subsidiaries as disregarded entities for certain Tax purposes. Nothing in this Agreement shall grant to Purchaser or to the Company or any of its Subsidiaries any rights of control over, or access to or information about, Taxes or Tax procedures or Tax Returns of or filed by The Xxxxxxx Xxxxx Group, Inc. or its Affiliates other than the Company and its Subsidiaries to the extent they are separate taxpayers.
Separate Tax Returns. 2.1.1 The Corporation shall be responsible for preparing and timely filing, or causing any Corporation Group member to prepare and timely file, any Pre-Arrangement Period or Post-Arrangement Period Separate Tax Return that is required to be filed pursuant to Applicable Tax Law by, or with respect to, the Corporation or any member of the Corporation Group.
Separate Tax Returns. From and after the Effective Time, Parent shall prepare and timely file, or shall cause to be prepared and timely filed, any Tax Return that includes a Pre-Closing Tax Period of the Company Group that is not a Combined Tax Return the due date of which (taking into account valid extensions of time to file) is after the Closing Date, but only if such Tax Return has not been filed by the Company on or prior to the Closing Date. Parent shall provide the Equityholder Representative, not less than thirty (30) days prior to filing, with copies of each Income Tax Return prepared by Parent pursuant to this Section 10.2(c) for the Equityholder Representative’s review and comment, and shall incorporate any reasonable revisions thereto requested in writing by the Equityholder Representative. If, within fifteen (15) days of receipt of requested revisions, Parent notifies the Equityholder Representative in writing that it objects to one or more such requested revisions, Parent and the Equityholder Representative shall negotiate in good faith to resolve such dispute (and if no such written notification is provided within such time period, Parent shall be deemed to have accepted such requested revisions as final). If Parent and the Equityholder Representative fail to resolve any such dispute within five (5) days of the Parent’s receipt of the Equityholder Representative’s notice, then the Equityholder Representative and Parent shall submit the items in dispute for resolution to the Accounting Arbitrator, which shall, as soon as practicable after such submission, determine (and report to the Equityholder Representative and Parent its resolution regarding) whether Parent’s comment in dispute is reasonable. The resolution of the Accounting Arbitrator shall be final and binding upon the parties hereto. The fees for the Accounting Arbitrator shall be borne equally by the Equityholder Representative, on the one hand, and Parent, on the other hand. The Equityholder Representative shall prepare and timely file, or shall cause to be prepared and timely filed, any Tax Returns of the Retained Subsidiaries the due date of which (taking into account valid extensions of time to file) is after the Closing Date, but only if such Tax Return has not been filed by the Company on or prior to the Closing Date. Each Party responsible for the preparation of a Tax Return under this Section 10.2(c) shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Returns; p...
Separate Tax Returns. All Separate Tax Returns (including amendments thereto) required to be filed or actually filed after the Effective Date shall be the responsibility of Parent if such Tax Returns relate to a Member or Members of the Parent Group or their respective assets or businesses, shall be the responsibility of Processing if such Tax Returns relate to a Member or Members of the Processing Group or their respective assets or businesses, and shall be the responsibility of Feeding if such Tax Returns relate to a Member or Members of the Feeding Group or their respective assets or businesses.
Separate Tax Returns. Executone shall prepare and file (or cause to be filed) any Separate Tax Return of a Unistar Group member due for a Pre-Separation Period. (c)
Separate Tax Returns. J.Crew shall prepare and file, or cause to be prepared and filed, any J.Crew Separate Tax Return, and Madewell shall prepare and file, or cause to be prepared and filed, any Madewell Separate Tax Return. In the case of any J.Crew Separate Tax Return or Madewell Separate Tax Return in respect of a Taxable period that (i) includes the Distribution Date, or (ii) ends prior to, but such Separate Tax Return is due after, the Distribution Date: J.Crew or Madewell, as applicable, shall submit such J.Crew Separate Tax Return or Madewell Separate Tax Return, as applicable, to the other Party for review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld) sufficiently in advance of the due date for filing such Separate Tax Return (and in any case, no later than thirty (30) days prior to the date such Separate Tax Return is required to be filed).
