Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).
Responsibility for Filing Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date. Buyer shall permit the Interest Owners to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Responsibility for Filing Tax Returns. Except as provided in Section 5.12, Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date.
Responsibility for Filing Tax Returns. (a) Sellers shall prepare, or cause to be prepared, in a timely manner, all income Tax Returns of the Company that are due after the Closing with respect to any taxable period ending prior to or ending on and including the Closing Date; provided, however, that any such Tax Return shall be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of the Company. Sellers shall deliver to Buyer draft copies of each such Tax Return prior to the date for filing that Tax Return. Sellers shall make all changes in each such Tax Return reasonably requested by Buyer. Buyer shall cause each such Tax Return to be appropriately signed and filed, and Sellers shall pay to the Company any Taxes due from the Company on that Tax Return.
Responsibility for Filing Tax Returns. Parent shall prepare and file (or cause to be prepared and filed) all Tax Returns for the Company Entities which are filed after the Closing Date. Prior to filing such Tax Returns, Parent (i) shall deliver copies to the Stockholders’ Representative, (ii) shall allow the Stockholders’ Representative a reasonable amount of time to review and comment upon such Tax Returns and (iii) shall resolve in good faith any reasonable comments or concerns raised by the Stockholders’ Representative.
Responsibility for Filing Tax Returns. The Companies shall prepare or cause to be prepared all Tax Returns with respect to the Acquired Assets for all periods ending on or prior to the Closing Date (the “Seller Tax Returns”). All such Seller Tax Returns shall be in a manner consistent with the past practice except as required by applicable Law.
Responsibility for Filing Tax Returns. Sellers shall prepare or cause to be prepared at Sellers’ cost and file or cause to be filed the income Tax Returns related to the Pre-Closing Period, but shall provide a copy of such return to Buyer at least ten (10) days prior to the filing deadline and give Buyer an opportunity to provide comments with respect to such Tax Returns. Buyer shall prepare or caused to be prepared at Buyer's cost and file or caused to be filed all other Tax Returns for the Company which are filed after the Closing Date.
Responsibility for Filing Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Target for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make all changes as are reasonably requested by Seller. To the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other tax items for such periods on Sellers’ Tax Return in a manner consistent with the Schedule K-1 prepared by Target for such periods.
Responsibility for Filing Tax Returns. (i) Parent will prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and its Subsidiaries that have not been filed as of the Closing Date. Parent will timely pay or cause to be timely paid any amount shown as due on such Tax Returns. At least 20 days prior to the due date of any Tax Return with respect to any Pre-Closing Tax Period which is related to a Specified Tax Matter, Parent will submit such Tax Return to the Representative to provide the Representative for review and comment. Parent shall accept any reasonable written comments received from Representative at least 10 days prior to the due date of such Tax Return. If Parent and Representative cannot agree to any such comments within five days prior to the due date of any such Tax Return, Parent shall file such Tax Return as prepared; provided, however, that Parent and Representative shall submit such disputed Tax Return to the Accounting Firm for review and resolution and if such Tax Return was not filed in accordance with the Accounting Firm’s final determination, then Parent shall amend such Tax Return accordingly. All such Tax Returns shall be prepared and filed in a manner that is consistent with the past practices of the Company and the Company Subsidiaries unless (i) Parent reasonably believes that such past practice is not more likely than not to be successfully defended in a judicial or administrative proceeding, (ii) such past practice resulted in an adjustment by a taxing authority, or (iii) otherwise required by applicable Law.
Responsibility for Filing Tax Returns. The Seller shall timely prepare or cause to be prepared and file or cause to be filed, all Tax Returns with respect to the Acquired Subsidiary that are (i) required to be filed on or before the Closing Date; or (ii) filed on consolidated, unitary or combined basis with the Seller or any of its Affiliates. The Purchaser shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns for the Acquired Subsidiary that are required to be filed after the Closing Date. The Purchaser shall permit the Seller to review and comment on such Tax Returns described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. In accordance with Section 17.02 of the Master Purchase Agreement, the Seller shall pay to the Purchaser an amount equal to the portion of the Taxes shown on such Tax Returns that are attributable to the Tax periods or portions thereof ending on or before the Closing Date (pursuant to the allocation method described in Section 17.02 of the Master Purchase Agreement) but only to the extent that such Taxes were not paid by the Acquired Subsidiary prior to the Closing Date.
