The Purchaser’s Responsibility. 7.2.3 The Purchaser shall provide to the Seller the details for the Interconnection Facilities to enable design, purchase, construction and commissioning of the Interconnection Facilities.
The Purchaser’s Responsibility. The Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns required to be filed by or in respect of the Company other than those Tax Returns described as the Seller's responsibility in Section 4.3(b)(i) above and shall report on such Tax Returns (including any consolidated federal income Tax Return filed by the Purchaser) any transactions or events by or relating to the Company after the Closing. Any such Tax Returns with respect to which the Purchaser is responsible for preparing and filing pursuant to this Section 4.3(b)(ii) that include the taxable periods (or portions thereof) ending on or prior to the Closing Date shall, insofar as they relate to the Company, (x) be on a basis consistent with the last previous such Tax Returns filed in respect of the Company and (y) be submitted to the Seller for its review and approval at least 15 Business Days prior to the filing date, such approval not to be unreasonably withheld.
The Purchaser’s Responsibility. The Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns required to be filed by or in respect of the PD Mexico Group other than those Tax Returns described as the Sellers’ responsibility in Section 5.3(b)(i) above and shall report on such Tax Returns any transactions or events by or relating to any member of the PD Mexico Group after the Closing. Any such Tax Returns with respect to which the Purchaser is responsible for preparing and filing pursuant to this Section 5.3(b)(ii) that include Pre-Closing Tax Periods shall, insofar as they relate to any member of the PD Mexico Group, (x) be on a basis consistent with the last previous such Tax Returns filed in respect of such member of the PD Mexico Group and (y) be submitted to the Sellers for their review and approval at least 15 Business Days prior to the filing date, such approval not to be unreasonably withheld.
The Purchaser’s Responsibility. The Purchaser shall be responsible for and shall pay or cause to be paid all Taxes payable with respect to the Company that are not described as being the responsibility of the Seller in this Section.
The Purchaser’s Responsibility. The Purchaser shall file, or cause to be filed, all Tax Returns relating to the income, business or assets of the Company other than those Tax Returns described in clause (i) of this Section 4.6(c). Any such Tax Returns with respect to any taxable period ending on or prior to the Closing Date or a Straddle Period (all such Tax Returns, the "Straddle Period Tax Returns") shall, to the extent not otherwise required by law, be prepared in a manner consistent with the past practice (including any Tax elections and methods of accounting) of the Company. With respect to any Straddle Period Tax Return (including amended Tax Returns), the Purchaser shall provide to the Seller a draft of such Straddle Period Tax Return and Tax information (including, without limitation, work papers and schedules) for review of such Straddle Period Tax Return in a timely manner no later than 60 days prior to the due date (taking into account valid extensions) of such Straddle Period Tax Return. The Seller shall have the right at its expense to review all work papers and procedures used to prepare each such draft Straddle Period Tax Return. Unless the Seller timely objects as specified in this Section 4.6(c)(ii), each such draft Straddle Period Tax Return shall be final and binding on the parties without further adjustment. If the Seller objects to any item on any such draft Straddle Period Tax Return, the Seller shall, within 30 days after delivery of such draft Tax Return, notify Purchaser in writing that Seller so objects, specifying any such item and stating the factual or legal basis for any such objection. If a notice of objection shall be duly delivered, any disputed item shall be resolved pursuant to the Tax Dispute Resolution Mechanism (as described in Section 4.6(f)). Upon resolution of all disputed items, such Straddle Period Tax Return shall be adjusted to reflect such resolution and shall be final and binding on the parties without further adjustment. The Purchaser shall not amend (or permit to be amended) any Straddle Period Tax Return without the prior written consent of Seller, which consent shall not be unreasonably withheld. The Seller shall pay (by immediately available funds) to the Purchaser, three business days prior to the due date of its payment to the applicable taxing authority, any Tax shown on such Straddle Period Tax Return which is described as the Seller's responsibility under Section 4.6(a)(i) to the extent such Tax exceeds the amount of the accrued li...
The Purchaser’s Responsibility. At Completion, the Purchasers shall provide to the Seller documents as stated from Section 4.01 to 4.03.
The Purchaser’s Responsibility. The Purchaser (A) shall pay or cause to be paid to the relevant taxing authority all Taxes payable with respect to any member of the Company Group that are not described as being the responsibility of the Seller in Section 4.4(a)(i) or Section 4.4(i) and (B) notwithstanding the provisions of Section 4.4(m) of this Agreement, shall pay, with respect to Combined Income Taxes, to the Seller (x) $2,357,000 within 30 days after the Closing Date and (y) $1,650,000 on or before February 15, 1998. On the day the Closing Balance Sheet becomes final, Purchaser shall pay to Seller, or Seller shall pay to Purchaser, as appropriate, an amount reflecting the difference between the amount of such Taxes reflected on the Final Closing Balance Sheet and $4,007,000. This Section 4.4(a)(ii) shall in no manner operate to limit Purchaser's claim for a breach of representation pursuant to Section 7.2.1 herein.
The Purchaser’s Responsibility. Purchaser shall pay or cause to be paid to the relevant taxing authorities, and shall reimburse and indemnify Sellers from and against, (i) all Taxes that are or may become payable by an Acquired Company or chargeable as a Lien upon the assets thereof and that are attributable to any period or a portion thereof ending after the Closing Date and (ii) all losses (including Taxes) resulting from or arising out of the nonperformance, partial or total, of any covenant or agreement of Purchaser contained in this Article VI. Purchaser’s obligations to reimburse or indemnify under this Section 6.1.1. shall include an obligation to indemnify the Sellers in respect of reasonable third party fees, expenses and court costs relating to the subject matter of a claim under this Article VI.
The Purchaser’s Responsibility. Subject to the obligations of the Seller with respect to the Section 338(h)(10) elections described in Section 6.7 below, the Purchaser shall pay or cause to be paid all Taxes payable with respect to the Company or any of the Subsidiaries that are not described as being the responsibility of the Seller in Section 6.2(a).
The Purchaser’s Responsibility. Subject to the provisions of Section 6.7, the Purchaser shall file, or cause to be filed, all Tax Returns relating to the business or assets of the Company and the Subsidiaries other than those returns described as the responsibility of the Seller in Section 6.3(a). The income, deductions and credits of the Company and the Subsidiaries, other than those required to be included in the returns described in Section 6.3(a), shall be included in the returns described in the immediately preceding sentence, including, without limitation, (i) items for periods ending on or prior to the Closing Date with respect to Income Taxes that are not required to be included in combined, consolidated or unitary returns or in returns required to be filed on or before the Closing Date pursuant to Section 6.3(a) and (ii) all items for periods beginning after the Closing Date.
