Buyer Tax Returns. Buyer will be responsible for the preparation and filing of all Tax Returns it is required to file with respect to Buyer’s ownership or use of the Business Assets or its operation of the Business attributable to Post-Closing Periods (the “Buyer Tax Returns”). The Buyer Tax Returns shall be true, complete and correct in all material respects and prepared in accordance with applicable Law. Buyer will make all payments for Taxes required with respect to the Buyer Tax Returns.
Buyer Tax Returns. Buyer shall file or cause the Company to timely file all Tax Returns related to Post-Effective Period Taxes and Straddle Period Tax Returns that are due after the Closing Date (other than any such returns that are the responsibility of Seller pursuant to Section 7.4(a)(i) above). Such Tax Returns that include Pre-Effective Periods shall be prepared in accordance with this Agreement and past practice of the Company except as otherwise required by Applicable Tax Law or with the prior written consent of Seller. At least thirty (30) days prior to the due date thereof, Buyer shall provide Seller drafts of such Tax Returns (including any amendment to any such Tax Returns) that include Pre-Effective Periods for review and comment, and Buyer shall make or cause to be made such changes to such Tax Returns as are reasonably requested by Seller. No later than five (5) days before the due date of any Tax Return prepared pursuant to this Section 7.4(a)(ii), the Seller shall pay to Buyer an amount equal to the portion of the Tax shown as due on such Tax Return for any Pre-Effective Period covered by such Tax Return (as determined in accordance with Section 7.4(a)(iii) below). For the avoidance of doubt, the foregoing provisions of this Section 7.4(a)(ii) shall not excuse Seller of its indemnification obligations pursuant to Section 7.1 if the amount of Taxes as ultimately determined for the periods covered by such Tax Return exceeds the amount determined pursuant to the foregoing with respect to such Tax Return.
Buyer Tax Returns. Buyer shall timely prepare and file, or shall cause to be prepared and timely filed, all other Tax Returns of the Company Entities and Blocker with respect to any tax period ending on or before the Closing Date or Straddle Period, in each case, the due date of which is after the Closing Date (the “Buyer Tax Returns”). Buyer shall prepare such Tax Returns, unless otherwise required by applicable Law, in a manner consistent with the past practices of the Company Entities and Blocker, provided that any Transaction Tax Deductions deducted on any such Tax Return shall be allocated to the tax period ending on the Closing Date or the portion of the Straddle Period ending on the Closing Date, as applicable, to the maximum extent permitted by applicable Law. Buyer shall provide the Seller Representative with the right to review and comment on any such Buyer Tax Returns no later than twenty (20) days prior to the due date for filing such Tax Return, and, with respect to any Flow-Through Income Tax Return or Tax Return that may impact the Taxes or liabilities of the Sellers or their indirect owners, Buyer shall consider in good faith any changes as are reasonably requested by the Seller Representative with respect to such Tax Returns. Notwithstanding the preceding, (i) if a Buyer Tax Return is due within sixty (60) days of the Closing, then Buyer shall provide such Tax Return for the Seller Representative’s review and comment as soon as practicable (which may be less than twenty (20) days prior to the date of such Tax Return and (ii) in all events Buyer shall be permitted to file Tax Returns in a timely manner, provided that Buyer shall consider in good faith whether to amend any such Tax Return to the extent necessary to reflect any changes reasonably requested by the Seller Representative.
Buyer Tax Returns. Except as provided in Section 7.6(a)(i), Buyer shall prepare and file or cause to be prepared and filed all Tax Returns required of the Analytical Technologies Companies and the Joint Ventures, or in respect of their assets or activities and all Tax Returns required to be filed after the Closing Date with respect to the Purchased Assets. With respect to any Tax Return required to be filed by Buyer for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), Buyer shall prepare such return consistent with Parent's past practices except as required by applicable Law and deliver to Parent for Parent's approval (which shall not be unreasonably withheld, conditioned or delayed), at least forty-five (45) Business Days prior to the due date for the filing of such Tax Return (taking into account extensions), a copy of such Tax Return (with copies of any relevant schedules, work papers and other documentation then available). Parent shall have the option of providing to Buyer, at any time at least fifteen (15) Business Days prior to the due date, written instructions as to how Parent wants any, or all, of the items for which the Sellers are responsible under Section 7.6(k)(i) reflected on such Tax Return. Buyer shall, in preparing such Tax Return, cause the items for which Parent may be liable hereunder to be reflected in accordance with Parent's reasonable written instructions (to the extent such instructions are reasonably consistent with applicable provisions of Tax Law) and to the extent such instructions do not result in a material increase in Tax liability for any Analytical Technologies Company, the PE Joint Venture, any Buyer or any of their Subsidiaries or Affiliates in any taxable period ending after the Closing Date.
Buyer Tax Returns. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than Straddle Period Separate Tax Returns, Combined Tax Returns and Pre-Closing Separate Tax Returns) that are required to be filed by or that include the Transferred Entities (the “Buyer Tax Returns”). If any such Buyer Tax Return reflects a material item for which the Sellers would have an indemnity obligation under Section 9.02(a) (such material item, a “Seller Tax Item”), the Buyers shall (x) deliver to the Sellers a draft calculation of such Seller Tax Item no later than thirty (30) days prior to the due date of the applicable Buyer Tax Return and (y) reflect any reasonable comments of the Sellers with respect to such calculation received within fifteen (15) days of receipt of such draft calculation in preparing such Buyer Tax Return.
Buyer Tax Returns. Buyer shall cause the Company to prepare and timely file or cause to be timely filed all Tax Returns of the Company and its Subsidiaries for any Tax period that ends after the Closing Date. Buyer shall provide Seller with a copy of each Tax Return with respect to a Straddle Period for review and comment at least thirty (30) days prior to the due date for filing such Tax Return. Seller shall have the right to review and comment on each such Tax Return, and Buyer shall make any changes reasonably requested by Seller.
Buyer Tax Returns. Following the Closinx, Xuyer shall cause to be timely filed all Tax Returns required to be filed by the Companies after the Closing Date, other than Tax Returns described in Section 6.09(a)(i), (ii) and (iii) for which Seller is responsible, and shall pay or cause to be paid all Taxes shown due thereon.
Buyer Tax Returns. Buyer shall prepare or cause to be prepared and shall timely file or cause to be filed all other Tax Returns required of the WEEMEA Companies, their Subsidiaries, or in respect of their assets or activities and any Tax Returns required to be filed after the Closing Date with respect to the Transferred Assets. With respect to any Tax Return required to be filed by Buyer for a taxable period that ends on or before the Closing Date (a "Pre-Closing Period") or that includes (but does not end on) the Closing Date (a "Straddle Period"), Buyer shall prepare such return consistent with VPI's past practices and deliver to VPI, at least 45 Business Days prior to the due date for the filing of such Tax Return (taking into account extensions) a draft copy of such Tax Return. VPI shall have the right to review and comment on such Tax Return prior to the filing of such Tax Return and such Tax Return shall, when filed, include VPI's reasonable comments and shall not be filed without the consent of VPI, not to be unreasonably withheld or delayed.
Buyer Tax Returns. Buyer Tax Returns shall be prepared in accordance with past practices of the Buyer, except where such practice is not consistent with applicable laws.
Buyer Tax Returns. Following the Closing, Buyer shall cause to be timely filed all Tax Returns required to be filed by the Companies after the Closing Date, other than Tax Returns described in Section 6.09(a)(i), (ii) and (iii) for which Seller is responsible, and shall pay or cause to be paid all Taxes shown due thereon.
