Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.
Tax Periods Ending on or Before the Closing Date. The Acquiror Principal Shareholder, at its expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholder shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholder shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholder is responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.
Tax Periods Ending on or Before the Closing Date. Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company (or any extensions for the filing thereof) for all periods ending on or prior to the Closing Date or for which the date of measurement for such Tax occurs on or prior to the Closing Date which are filed after the Closing Date. All such Tax Returns shall be prepared in accordance with past practice. Seller shall permit Purchaser to review and comment on each such Tax Return prior to filing.
Tax Periods Ending on or Before the Closing Date. The Representative shall prepare or cause to be prepared and file or cause to be filed on a timely basis all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Representative shall permit the Purchaser to review and approve (such approval not to be unreasonably withheld) each such Tax Return described in the preceding sentence prior to filing, which Tax Returns shall be delivered to the Purchaser no later than 45 days prior to the due date (including applicable extensions) for each such Tax Return. The Purchaser shall communicate its comments, if any, to any such Tax Return described in the first sentence of this subsection (d) no later than 30 days after its receipt by Purchaser from the Representative. To the extent permitted by Applicable Law, the Shareholders shall include any income, gain, loss, deduction or other Tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to the Shareholders for such periods. The Shareholders shall reimburse the Purchaser for any Built-In Gain Tax (including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing), within five Business days after the payment by the Company or the Purchaser of such Taxes to the extent such Taxes were not taken into account in the calculation of Net Working Capital. In the event the Shareholders do not reimburse the Purchaser for the amount of the Built-In Gain Tax (including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing) by wire transfer within five Business Days of payment of such Taxes, then the Shareholders shall pay to the Purchaser the amount of such Taxes plus interest for every day that such Taxes have not been paid in full calculated at a rate of 12% per annum based on the amount of such Taxes. Notwithstanding anything in this Agreement to the contrary, this obligation to reimburse the Purchaser of any Built-In Gain Tax (including any interest, penalties or additions to Tax or additional amounts in respect of the foregoing) and any interest on such Taxes pursuant to this subsection shall not be subject to the Deductible or liability limitation provisions of Article VIII.
Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date which are filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for the Seller determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Purchaser; provided, however, that for the avoidance of doubt, any Tax Returns which are required to be filed with respect to Company on a consolidated, unitary or other combined basis with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes of the Company with respect to tax periods ending on or before the Closing Date, or shall reimburse Purchaser for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Company of such Taxes, except to the extent that such Taxes are included in the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amount.
Tax Periods Ending on or Before the Closing Date. Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date. Sellers shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Buyer.
Tax Periods Ending on or Before the Closing Date. The Company shall prepare or cause to be prepared and file or cause to be filed all tax returns, reports and other informational statements and documentation for the Company for all periods ending on or prior to the Closing Date, which are required to be filed on, before or after the Closing Date. Seller shall permit Buyer (with respect to Tax Returns filed after the date hereof and before the Closing Date) or Buyer and the Company shall permit Seller (with respect to Tax Returns filed after the Closing Date) to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer shall pay or cause to be paid any Taxes owed by the Company for all periods ending on or before the Closing Date, whether or not such Taxes are shown as owed on the appropriate Tax Returns.
Tax Periods Ending on or Before the Closing Date. Purchaser shall prepare or cause to be prepared, on a basis consistent with prior Tax Returns, and timely file or cause to be timely filed all Tax Returns for the SIGNAL Companies for all Tax periods ending on or prior to the Closing Date which are required to be filed on or after the Closing Date. Purchaser shall permit Sellers to review such Tax Returns not less than thirty (30) days prior to the filing of such Tax Returns and Purchaser shall make or cause to be made such revisions to such Tax Returns as are reasonably requested by Sellers and shall cause such Tax Returns to be filed as so revised. For this purpose, any such requested revision that is not inconsistent with prior practice and that would not subject any SIGNAL Company or Tax Return preparer to penalties shall be deemed reasonable. Purchaser shall timely pay or cause each SIGNAL Company to timely pay all Taxes reflected as being payable by such SIGNAL Company on any such Tax Return and Sellers shall indemnify the applicable SIGNAL Company within fifteen (15) days after the later of (i) payment by Purchaser or the SIGNAL Companies of such Taxes and (ii) Sellers' receipt of notice that such Taxes have been paid, to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown in the Financial Statements as adjusted for operations and transactions in the ordinary course of business since the ending date of such Financial Statements through the Closing Date in accordance with past practice.
Tax Periods Ending on or Before the Closing Date. Sellers ------------------------------------------------ and Purchaser shall jointly prepare or cause to be prepared, and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree all Tax Returns for each of the Companies for all periods ending on or prior to the Closing Date which Tax Returns shall be prepared in accordance with the past practice and customs of the Companies unless such past practice and customers are clearly erroneous. Purchaser shall cause each of the Companies to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and Purchaser shall use all reasonable endeavors to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Companies which are resident in the United Kingdom for tax purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause. Seller shall pay to Purchaser all Taxes shown to be due on such Tax Returns within 15 days after receipt of a xxxx from Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of the Companies at and for the fiscal year ended December 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Companies.
