Certain Tax Returns. (a) Subject to the provisions of Section 7.5, Seller, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets and the Business that are due with respect to any taxable year or other taxable period ending on or before the Closing Date. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities with respect to the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns.
(b) Subject to the provisions of Section 7.5, Buyer, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns related to the Purchased Assets and the Business not described in Section 7.1(a) that are required to be filed after the Closing Date that include any period of time during the Straddle Period. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal ...
Certain Tax Returns. The Seller shall cooperate with and provide assistance to the Buyer and the Corporation in connection with the preparation and filing of all federal, state, local and foreign income tax returns which relate to the Corporation and to periods prior to Closing but which are not required to be filed until after the Closing.
Certain Tax Returns. The Existing Trust and the New Trust hereby agree that the federal tax returns for the tax year ended December 31, 2008, consistent with a reorganization pursuant to Section 368(a)(1)(F) of the Code, will be a single return based on the operations of the Acquired Fund from January 1, 2008 through the Exchange Date and the operations of the Acquiring Fund from the Exchange Date through December 31, 2008.
Certain Tax Returns. The Sellers shall cooperate with and provide assistance to the Buyer and the Corporation in connection with the preparation and filing of all federal, state, local and foreign income tax returns which relate to the Corporation and to periods prior to Closing but which are not required to be filed until after the Closing.
Certain Tax Returns. 32 13.2 Parties in Interest; No Third-Party Beneficiaries............... 32 13.3
Certain Tax Returns. Prior to the Effective Time, the Company shall file all Tax Returns for which the time prescribed by law to file such Tax Returns has elapsed and the Company has not filed such Tax Returns within such time period or subsequent thereto.
Certain Tax Returns. The Seller shall timely prepare, or cause to be timely prepared, for the review and comment of the Buyer, and the Buyer shall cause -50- to be filed in a timely manner, all (i) Straddle Period Tax Returns of each Acquired Company, (ii) non-income Tax Returns of the Acquired Companies for taxable periods ending on or before the Closing Date that are filed after the Closing Date, and (iii) other income Tax Returns of the Acquired Companies for taxable periods beginning before the Closing Date that are required to be filed after the Closing Date in any jurisdiction where the transactions contemplated by this Agreement are not treated as an asset sale, in each case, on a basis consistent with past practice of such Acquired Company unless such position is not “more likely than not” to be sustained. The Seller shall provide the Buyer with a reasonable opportunity to review any such Tax Returns and the Seller will incorporate any reasonable comments made by the Buyer with respect to such Tax Returns.
Certain Tax Returns. Parent shall file, or cause to be filed, all Tax Returns required to be filed by the Company or any Company Subsidiary following the Closing Date for any Pre-Closing Tax Period or Straddle Period. With respect to any such Tax Return that is filed, or required to be filed, on or prior to the date the Final Purchase Price is determined pursuant to Section 3.4(c), (i) such Tax Return shall be prepared in accordance with the past practices of the Company and the Company Subsidiaries in preparing their Tax Returns and by taking all Transaction Tax Deductions into account in a Pre-Closing Tax Period (or the portion of a Straddle Period ending on the Closing Date) to the extent deductible therein at a “more likely than not” or higher level of comfort, (ii) Parent shall provide such Tax Return to the Stockholder at least fifteen (15) days prior to the date on which such Tax Return is to be filed, and (iii) Parent shall consider in good faith any reasonable comments received from the Stockholder relating to such Tax Return at least five (5) days prior to the date on which such Tax Return is to be filed.
Certain Tax Returns. The Company shall or shall cause the applicable Company Subsidiary to use commercially reasonable efforts to prepare and timely file, at or prior to the Merger Closing, all Tax Returns required to be filed by the Company or any such Company Subsidiary for each taxable period ending on or before December 31, 2022, regardless of when any such Tax Return is due and regardless of any applicable extension for filing any such Tax Return.
Certain Tax Returns. Following the Closing, (a) the Buyer shall, and ------------------- shall cause the each of the Companies to, reasonably cooperate with and provide reasonable assistance to the Seller, including reasonable access to each of the Company's systems, in connection with the preparation and filing of all federal, state, local and foreign income Tax returns which relate to each Company's 2001 tax years, and (b) the Seller shall reasonably cooperate with and provide reasonable assistance to the Buyer and the Companies in connection with the preparation and filing of all federal, state, local and foreign income Tax returns which relate to each Company's 2002 tax years and to the period from January 1, 2002 to the Closing Date. At least twenty (20) days prior to the filing of such Tax returns, the preparing party shall provide a copy of such returns to the other party for such party's approval, such approval not to be unreasonably withheld or delayed.
