The Seller’s Responsibility. 7.2.1 The Seller shall at the Seller’s own cost design, purchase, construct, operate and maintain the Interconnection Facilities prior to commissioning; the Seller shall pay for the upgrading of equipment in the Purchasers system necessary to enable the delivery of the net electrical output into the Purchaser’s system. The design of the Interconnection Facilities shall be compliant with the Purchaser’s equipment, transmission and distribution requirements and standards, including interconnection guidelines.
The Seller’s Responsibility. The Seller shall cause the Company to join, for all taxable periods (or portions thereof) ending on or prior to the Closing Date, in (A) the consolidated federal income Tax Returns of the Seller and (B) the consolidated, combined or unitary state, local or non-U.S. income Tax Returns of or including the Seller or any of its Affiliates (other than the Company) with respect to which the Company (x) has joined in the most recent taxable year or (y) is required by law to join in filing, and shall prepare and file all such Tax Returns. Seller shall include in the consolidated federal income Tax Return and the consolidated, combined, or unitary state, local or non-U.S. income Tax Returns of the Seller the income of the Company and its Subsidiaries (including any deferred items triggered into income by Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) for all periods through the end of the Closing Date and shall pay any federal income Taxes attributable to such income. The Seller shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns that are required to be filed by or in respect of the Company on or prior to the Closing Date. The income of the Company shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Company as of the end of the Closing Date.
The Seller’s Responsibility. The Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns that are required to be filed by each member of the PD Mexico Group on or prior to the Closing Date.
The Seller’s Responsibility. The Seller shall be responsible for and shall pay (x) all Taxes payable with respect to, incurred by or asserted against the Company for all taxable periods ending on or before the Closing Date and the portion of any Straddle Period (as defined hereinafter) ending on the Closing Date, to the extent the liability for such Taxes exceeds the amount, if any, of accrued liability for such Taxes reflected on the Closing Balance Sheet as finally determined, and (y) all Taxes imposed on any Person other than the Company for which the Company is held liable (in excess of the amount, if any, of the accrued liability for such Taxes reflected on the Closing Balance Sheet (as finally determined)) because it was, prior to the completion of the Closing, a member of any combined, consolidated or unitary group for purposes of filing Returns or paying Taxes or a transferee or successor of any other Person and, in each case, together with all interest, penalties and additions thereon and all reasonable out-of-pocket costs and expenses relating thereto, other than expenses that are described as being the responsibility of the Purchaser pursuant to this Section 4.6. Notwithstanding the foregoing, the Seller shall not be responsible for any additions to Taxes, interest, penalties or reasonable out-of-pocket costs and expenses relating thereto, in each case, arising from the Purchaser's negligence in filing any Tax Returns timely submitted by the Seller or from the Purchaser's late payment of any Taxes with respect to which funds were made available for timely payment by the Seller.
The Seller’s Responsibility. The Seller shall file, or cause to be filed, and the Seller and the Purchaser shall cause the Company, to the extent permitted by law, to join, for all taxable periods ending on or prior to the Closing Date, in (x) the consolidated federal Income Tax Returns of which the Seller is the common parent and (y) the combined, consolidated or unitary Tax Returns for state, local and foreign Income Taxes which includes the Seller or its applicable Affiliates and with respect to which the Company is required to file such a Tax Return (together with the consolidated federal Income Tax Returns described in clause (x), the "Consolidated Tax Returns"), provided that the items of income, gain, loss, deduction and credit of the Company shall be allocated in accordance with Treasury Regulation Section 1.1502-76 and by a closing of the books with respect to the Company as of the Closing Date as if the relevant taxable period ended on the Closing Date. The Seller shall (and shall cause the Company to) include in income, in the Consolidated Tax Returns for taxable periods of 1999, 2000 and 2001, as applicable, all of the Company's payables related to any print media in any college publication, which payables have been accrued for at least one year on the Closing Date and for which an invoice has not been received on or prior to the Closing Date (such payables, the "College Payables"), provided that, instead of amending the Consolidated Tax Returns for the taxable period of 1999, the Seller shall be allowed to include the College Payable for 1999 by reducing the amount of applicable net operating losses carryover for 1999 as shown on the Consolidated Tax Returns for the taxable period of 2000. The Seller shall provide to the Purchaser for review a draft of the Company's pro forma Income Tax Returns (including amended pro forma Income Tax Returns) for any taxable period (or a portion thereof) ending on or prior to the Closing Date and for any taxable period which any College Payable is required to be included in income pursuant to the immediately preceding sentence, prepared as if the Company had not been included in the Consolidated Tax Returns and as if, instead, the Company had filed Income Tax Returns on a stand alone basis for such periods (such pro forma returns, the "Pro Forma Tax Returns"). Each of such Pro Forma Tax Returns shall be provided to the Purchaser in a timely manner and no later than 60 days prior to the due date (taking into account any applicable valid ex...
The Seller’s Responsibility. The Seller shall cause the Company to join, for all taxable periods (or portions thereof) ending on or prior to the Closing Date, in (A) the consolidated federal income Tax Returns of the Seller and (B) the consolidated, combined or unitary state, local or foreign income Tax Returns of or including the Seller or any of its Affiliates (other than the Company) with respect to which the Company (x) has joined in the most recent taxable year or (y) is required by Law to join in filing, and shall prepare and file all such Tax Returns. The Seller shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns that are required to be filed by or in respect of the Company on or prior to the Closing Date. The Seller shall timely pay all Taxes shown due on all Tax Returns it is required to file (or is required to cause to be filed) pursuant to this Section 4.3(b)(i), and all such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable Law. The Seller shall provide the Purchaser with copies of completed Tax Returns described in this Section 4.3(b)(i) (or in the case of Tax Returns described in clause (A) or (B) of this Section 4.3(b)(i), the portion of such Tax Returns relating to the Company) at least fifteen (15) days prior to the due date for filing thereof, along with supporting workpapers, for the Purchaser's review and approval, such approval not to be unreasonably withheld, conditioned or delayed.
The Seller’s Responsibility. If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller will, if requested by the Buyer, correct the design of such Warranted Part, pursuant to the terms and conditions of Sub-clause 12.1.
The Seller’s Responsibility. The Sellers’ Representative, at Seller’s expense, will prepare or cause to be prepared (in a manner consistent with Section 6.2(c)) and timely file all Flow-Through Income Tax Returns required to be filed by or on behalf of the Company and its Subsidiaries with respect to any Pre-Closing Tax Period. Such Tax Returns will be prepared in a manner consistent with the prior practice of the Company unless otherwise required by applicable Law, provided that, the parties agree and acknowledge that Total Defense, LLC (in its capacity as a successor to Total Defense, Inc.) shall make an election was made under Section 336 of the Code with respect to the acquisition of Total Defense Inc. by the Company on October 9, 2018. No later than twenty (20) days prior to filing, the Sellers’ Representative will deliver to the Buyer such Tax Returns for the Buyer’s review and comment, and the Sellers’ Representative shall consider in good faith any revisions to such Tax Returns as are reasonably requested by the Buyer.
The Seller’s Responsibility. The Seller shall pay or cause to be paid (without duplication of amounts otherwise payable, and excluding any interest, penalties and additions to tax arising from any act or omission after the Closing by the Purchaser, the Company or any of the Subsidiaries if such act or omission was not caused by an act or omission of the Seller or any Non-Company Affiliate) (i) all federal Income Taxes payable with respect to the Company or any of the Subsidiaries reportable on any consolidated federal Income Tax Return of the consolidated group of which the Seller is a member (the "Seller's Group"), (ii) all state, local and foreign Income Taxes with respect to which the Company or any of the Subsidiaries has filed or is required to file pursuant to Section 6.3(a) a combined, consolidated or unitary state, local or foreign Income Tax Return with the Seller or any of the Non-Company Affiliates, payable with respect to the Company and such Subsidiaries for all periods ending on or prior to the Closing Date, (iii) all other Taxes payable by the Company or DSI with respect to any tax period or portion thereof beginning after September 30, 1992 and ending on or before December 31, 1995, for which appropriate reserves and accruals are not reflected on the financial statements for the year ended December 31, 1995 provided to the Purchaser pursuant to in Section 2.6(a) of this Agreement; (iv) all other Taxes payable by the Company or DSI with respect to any tax period beginning on or after January 1, 1996 and ending on the Closing Date (or the period up to and including, without limitation, the Closing Date for any such tax period beginning before and ending after the Closing Date), for which appropriate reserves and accruals are not reflected on the Monthly Statements provided to the Purchaser pursuant to Section 5.4(b) of this Agreement; (v) all Taxes attributable to the Section 338(h)(10) Elections (as defined in Section 6.7) for which Seller is responsible pursuant to the first sentence of Section 6.7(d) of this Agreement; and (vi) all Taxes for which the Company or any of the Subsidiaries may be held liable pursuant to Section 1.1502-6(a) of the Income Tax Regulations or pursuant to any similar provision of any state, local or foreign law as a member of any Affiliated Group of which the Seller or any Non-Company Affiliate is or was a member. For purposes of clause (iv) above and Section 6.7(d) any Taxes for a taxable period beginning before the Closing Date and ending af...
The Seller’s Responsibility. The Seller and the Purchaser shall cause the Company and the Subsidiaries, to the extent permitted by law, to join, for all taxable periods ending on or prior to the Closing Date, in (i) the consolidated federal Income Tax Returns of the Seller's Group and (ii) the combined, consolidated or unitary Tax Returns for state, local and foreign Income Taxes of or including the Seller or any Non-Company Affiliate with respect to which the Company or any of the Subsidiaries (x) filed such a return for the most recent taxable period for which a return has been filed prior to the Closing Date and may file such a return for subsequent taxable periods or (y) is required to file such a return. The income, deductions and credits of the Company and such Subsidiaries for periods ending on or prior to the Closing Date shall be included in the consolidated federal Income Tax Returns of the Seller's Group and in such combined, consolidated and unitary Returns where applicable. The Seller shall file, or cause to be filed, all other returns relating to the business or assets of the Company and the Subsidiaries required to be filed on or before the Closing Date.
