Filing of Tax Returns; Payment of Taxes. (a) Filing of Tax Returns; Payment of Income Taxes and Other Taxes.
Filing of Tax Returns; Payment of Taxes. Each of the parties to this Agreement will prepare in a manner consistent with its past practice and timely file all Tax Returns it is required to file, the due date of which (without extensions) occurs on or before the Closing Date and shall pay all Taxes due with respect to any such Tax Returns.
Filing of Tax Returns; Payment of Taxes. (a) The Company shall, and shall cause the Company Subsidiaries to, timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with prior practice. The Company shall provide Buyer with copies of such completed Tax Returns at least 20 days prior to the filing thereof, along with supporting workpapers, for Buyer’s Parent’s review and approval. Shareholders Representative and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. If Shareholders Representative and Buyer are unable to resolve any dispute with respect to such Tax Return at least 10 days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.7, which resolution shall be binding on the Parties.
Filing of Tax Returns; Payment of Taxes. (i) With respect to each Tax Return of a Target Company covering only a Pre-Closing Date Tax Period that is required to be filed after the Closing Date (each, a “Pre-Closing Tax Return”), the Member Representative shall (i) cause such Pre-Closing Tax Return to be prepared and (ii) deliver a copy of such Pre- Closing Tax Return, together with copies of pertinent supporting documentation and workpapers, to Buyer for Buyer’s review and reasonable comment at least 30 days prior to the due date for filing any such Pre-Closing Tax Return. Should Buyer have any comments, they must be provided to the Member Representative no later than 20 days prior to the due date for filing any such Pre-Closing Tax Return. The Member Representative or the Target Companies and Buyer, as applicable, shall cause such Pre-Closing Tax Return (as revised to incorporate Buyer’s reasonable comments) to be filed timely with the appropriate Governmental Entity and shall provide a copy to each other party. At the election of the Member Representative, (x) the Buyer and the Member Representative shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any Pre-Closing Tax Return) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account a number of Common Units equal to the quotient of Member Taxes owed with respect to such Pre-Closing Tax Return (up to a maximum amount equal to the Escrow Amount) divided by the Closing Date Common Unit Value to Buyer within three days of receipt of such joint written instructions and Buyer shall pay such Tax, or (y) the Members shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any such Pre-Closing Tax Return) pay an amount equal to the amount of Member Taxes owed with respect to such Pre-Closing Tax Return to Buyer.
Filing of Tax Returns; Payment of Taxes. Holdings shall, and shall cause each of its Restricted Subsidiaries to, (a) file when due all United States and Canadian federal, state and provincial Tax returns, as applicable, and all other material Tax returns which it is required to file; and (b) pay, or provide for the payment of, when due, all its material Taxes, except where (i) the amount or validity thereof is being contested in good faith and by appropriate proceedings diligently conducted, provided that adequate reserves with respect thereto are maintained on the books of Holdings or such Restricted Subsidiary in conformity with GAAP or (ii) such failure to file or pay any such material Taxes, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Filing of Tax Returns; Payment of Taxes. Except as otherwise provided, regardless of which party is responsible for Taxes under this Section 7.4, PBF Energy shall handle payment to the appropriate Governmental Authority of all Taxes related to the Subject Interests or the Assets with respect to any Pre-Closing Period (and shall file all such Tax Returns), and the Partnership shall handle payment to the appropriate Governmental Authority of all Taxes related to the Subject Interests or the Assets with respect to any Post-Closing Period (and shall file all such Tax Returns). PBF Energy shall deliver to the Partnership within thirty (30) days of filing copies of all Tax Returns filed by or on behalf of PBF Energy after the Closing Date relating to the Subject Interests or the Assets and any supporting documentation provided by or on behalf of PBF Energy to taxing authorities, excluding Tax Returns related to income tax, franchise tax, or other similar Taxes.
Filing of Tax Returns; Payment of Taxes. With respect to each Tax Return (other than the Final Federal Income Tax Returns) covering a Taxable period beginning on or before the Closing Date that is required to be filed after the Closing Date by or for an Acquired Entity (collectively, the “Acquirer Prepared Tax Returns”), Acquirer shall (A) cause such Tax Return to be prepared, (B) cause to be included in such Tax Return all Tax Items required to be included therein, (C) provide Contributors with a copy of such Tax Return no later than thirty (30) calendar days prior to the due date thereof for their review and comment and (D) cause such Tax Return to be filed timely with the appropriate Taxing Authority. Contributors shall (1) prepare, or cause to be prepared, the Final Federal Income Tax Returns, (2) cause to be included in such Tax Returns all Tax Items required to be included therein, (3) provide Acquirer with a copy of such Tax Returns no later than thirty (30) calendar days prior to the due date thereof and (4) cause such Tax Returns to be filed timely with the appropriate Taxing Authority. Not later than five (5) calendar days prior to the due date of each Acquirer Prepared Tax Return, Contributors shall pay to Acquirer the amount of such Contributor’s Taxes with respect to such Tax Return. Acquirer shall cause each such Acquired Entity to file each such Tax Return and timely pay the Taxes shown due on such Tax Return.
Filing of Tax Returns; Payment of Taxes. (a) From and after the Closing Date, the Surviving Corporation shall cause to be timely prepared and filed with the appropriate Governmental Authority all Tax Returns of the Company and the Company Subsidiaries for all Pre-Closing Tax Periods that are required to be filed after the Closing Date, including for those jurisdictions and Governmental Authorities that permit or require a short period Tax Return for the period ending on the Closing Date. Except as otherwise may be approved by the Securityholder Representative in its sole discretion, all such Tax Returns for any Pre-Closing Tax Period or Straddle Period must be prepared (i) in accordance with applicable Law and (ii) consistent with the past practices of the Company or the applicable Company Subsidiary except as otherwise required by applicable Law. The Securityholder Representative shall cooperate fully and promptly in connection with the preparation and filing of such Tax Returns, subject to the provisions of Section 12.01(b).
Filing of Tax Returns; Payment of Taxes. (a) Seller shall cause all Tax Returns required to be filed on or prior to the Closing Date with respect to the Assets or production of Hydrocarbons from the Assets to be filed on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown as due on such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior practice of Seller to the extent permitted by Law. Seller shall provide Buyer with copies of completed drafts of such Tax Returns at least ten (10) days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s review and approval, which may not be unreasonably withheld, conditioned or delayed. Seller and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Seller and Buyer are unable to resolve any dispute with respect to such Tax Return prior to the due date for filing, such Tax Return shall be filed by Seller without Buyer’s consent, and the dispute regarding such Tax Return shall be resolved pursuant to Section 15.13, which resolution shall be binding on the Parties.
Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date.
