Other Tax Returns. Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.
Other Tax Returns. WPX shall prepare and file all Tax Returns that are required to be filed by or with respect to WPX or any of its direct or indirect subsidiaries, other than those Tax Returns described in Section 2.1(a) above, and shall pay any Taxes payable with respect to such Tax Returns. At the discretion of Xxxxxxxx, Xxxxxxxx may assist in the preparation of such Tax Returns as may be requested by WPX, but shall have no obligation to pay any related Taxes.
Other Tax Returns. The Purchaser shall be entitled to prepare and file or cause to be prepared and filed all Tax Returns of the Company and its Subsidiaries for any taxable period ending on or prior to the Closing Date that are due after the Closing Date (including any Straddle Tax Period Tax Returns and taking account of extensions of time to file Tax Returns) (“Purchaser Prepared Tax Returns”), other than Flow-Through Income Tax Returns that are prepared by Seller pursuant to Section 5.9(a). Each Purchaser Prepared Tax Return shall be prepared consistent with past practices, except as otherwise required by applicable Law. The Purchaser shall provide the Seller with a copy of each such Purchaser Prepared Tax Return that includes Pre-Closing Taxes for which the Seller is liable under this Agreement, for its review, comment, and approval, no later than thirty (30) days (or, in the case of a Purchaser Prepared Tax Return that is not an income Tax Return, no later than seven (7) days) prior to the due date for filing such Tax Return, provided that if any such Tax Return is due less than thirty (30) days (or less than seven (7) days, in the case of a Tax Return that is not an income Tax Return) after the Closing, then the Purchaser shall deliver a draft of such Tax Return as soon as practicable after the Closing; provided that failure to so deliver any such Tax Return shall not affect any liability of the Seller for Taxes pursuant to this Agreement. The Seller and the Purchaser shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Purchaser Prepared Tax Return and, if they are unable to do so, the disputed items shall be submitted to a nationally recognized accounting firm for resolution (within a reasonable time, taking into account the deadline for filing such Tax Return), which such resolution shall be final and binding on the parties.
Other Tax Returns. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies and their Subsidiaries that are filed after the Closing Date (other than Tax Returns with respect to periods described in Section 8.1(a)) and, subject to the right to payment from GEC under the next sentence, Purchaser shall pay all Taxes shown as due on those Tax Returns. Not later than two (2) days prior to the filing of any such Tax Returns, GEC shall pay to Purchaser the amount of Taxes owed by GEC pursuant to the provisions of Section 8.1(a).
Other Tax Returns. All Tax Returns of any member of the Xxxxxxx Group or the Midas Group, other than (1) the consolidated U.S. federal income tax returns, (2) the State of Illinois corporate income tax returns and (3) the corporate income tax, the capital duty tax and the withholding tax returns filed in the Netherlands, required to be filed for periods beginning on or before the Distribution Date shall be filed by the member of the Xxxxxxx Group or the Midas Group, as the case may be, which filed the corresponding Tax Return for the most recent period for which such a Tax Return has been filed, or, if no such corresponding Tax Return has been filed, by the appropriate member in accordance with local law or custom.
Other Tax Returns. The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than those the Sellers are entitled to prepare pursuant to Section 6.3(a) or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required to be filed in respect of the Transferred Assets (including the Transferred Subsidiaries) or the Business after the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing any Tax Returns with respect to Transfer Taxes. With respect to Tax Returns for Pre-Closing Tax Periods or Straddle Periods, the Sellers shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns that are in excess of the amount of Taxes which are included as Current Liabilities and taken into account in determining the Purchase Price. The Purchaser shall provide a draft of any such Tax Return for a Pre-Closing Tax Period or Straddle Period for which the Sellers may have an indemnification obligation pursuant to Section 10.2 to the Parent Seller on or prior to the date that is ten (10) Business Days prior to the due date (including extensions), along with a supporting schedule that shows the allocation of the portion of the Taxes shown as due on such Tax Return to the Pre-Closing Tax Period, for the Parent Seller’s review and approval, such approval not to be unreasonably withheld, delayed or conditioned. If the Parent Seller disputes any item on such Tax Return, it shall notify the Purchaser of such disputed item (or items) and the basis for its objection. The Purchaser and the Parent Seller shall cooperate in good faith to resolve any dispute as to any matter in such Tax Return. If the parties cannot resolve any disputed item, the item in question shall be resolved by an Accounting Firm in a manner consistent with Section 2.6(c) prior to the due date (with extensions) for such Tax Return. The Sellers shall include the income of the Business and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions on the relevant Tax Returns for all periods through and including the Closing Date and pay any Ta...
Other Tax Returns. Subject to Section 7.01, the Member shall cause to be prepared and filed all necessary tax returns for the Company.
Other Tax Returns. The parties and their respective subsidiaries shall timely prepare and file Tax Returns (other than Controlled Returns) in those jurisdictions in which they are required to do so in a manner consistent with past practice. Taxes for any Return filed by one of the Companies pursuant to this section shall be paid or caused to be paid by the party responsible under this section for filing such return. The Tax Administrators shall have the right to approve any Tax returns filed pursuant to this section with regard to such filing.
Other Tax Returns. The Subsidiaries shall timely prepare and file, or cause to be timely prepared and filed, all appropriate Tax Returns relating to all Taxes attributable to the Subsidiaries’ business other than those described in sections 2.01 and 2.02 herein.
Other Tax Returns. All tax reports or returns for Pre-Spinoff Periods not covered by Section 2.1 and all tax reports or returns for Post-Spinoff Periods shall be prepared and filed by ATL for the ATL Group and by Odetics for the Odetics Group unless otherwise mutually agreed to by them.
