Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, “Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns) and in each case shall pay, or cause to be paid, when due all Taxes with respect to such Tax Returns. Subject to Section 4.02(b), Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all other Tax Returns and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns.
(b) Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) of the Transferred Subsidiaries (those Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, to the applicable Governmental Authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller. Within 10 Business Days of written demand thereof, but in no event more than 10 Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the principles set forth in Section 4.02(d).
(c) If, in order to properly prepare its Tax Returns, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets and the Assumed Liabilities, both Seller and Purchaser agree to use commercially reasonable efforts to furnish or make available such non-privileged information, documents or records at the recipient’s request, cost and expense; provided, however, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c...
Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (“Tax Returns”) and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets attributable to any taxable period which ends immediately prior to the date of this Agreement (the “Pre-Closing Tax Period”). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authorities, it is necessary that a party be furnished with additional information, documents or records relating to the Acquired Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense provided, however, that no party shall be entitled to review or examine the Tax Returns of any other party.
Filing of Returns and Payment of Taxes. All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to any Purchased Assets for a taxable period which includes (but does not end on) the Closing Date, whether or not imposed or assessed before or after the Closing Date, shall be apportioned between Seller and Buyer based on the number of days of such taxable period through the Closing Date (the “Pre-Closing Property Tax Period”) and the number of days of such taxable period after the Closing Date (the “Post-Closing Property Tax Period”). Seller shall be liable under this Section 4.4 for the proportionate amount of such Taxes that is attributable to the Pre-Closing Property Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Property Tax Period. Within ninety (90) days after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 4.4 together with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Thereafter, upon receipt of any xxxx for such Taxes, Buyer or Seller, as applicable, shall notify the other Party of the receipt of such xxxx and shall present a statement to the other Party setting forth the amount of reimbursement to which it shall be entitled under this Section 4.4 upon payment of such xxxx, together with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Payment of any such reimbursement amount shall be made by the Party owing it to the Party to which it is owed within ten (10) days after delivery of such statement. In the event that Seller or Buyer shall make any payment for which it is entitled to reimbursement under this Section 4.4, the other Party shall make such reimbursement promptly, but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled, along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.
Filing of Returns and Payment of Taxes. All material Tax Returns required to be filed on or before the Closing Date by or with respect to the Company have (or by the Closing Date will have) been duly filed or the time for filing such Tax Returns shall have been validly extended to a date after the Closing Date. All such Tax Returns were prepared in substantial compliance with applicable law and were complete and correct in all material respects. The Company has paid all Taxes shown due on such Tax Returns.
Filing of Returns and Payment of Taxes. All Income Tax Returns and all other material Tax Returns required to be filed on or before the Closing Date by the Company and its Subsidiaries have (or by the Closing Date will have) been duly filed or the time for filing such Tax Returns shall have been validly extended to a date after the Closing Date. All such Tax Returns were (or by the Closing Date will be) true, complete and correct in all material respects and filed on a timely basis. Except as specifically reserved against in the Financial Statements (including as reflected on associated work papers), the following Taxes (collectively, “Company Taxes”) have (or by the Closing Date will have) been duly paid: (i) all Taxes shown to be due on any Tax Return required to be filed on or before the Closing Date (after giving effect to valid extensions) and (ii) all Taxes due and payable on or before the Closing Date by the Company or any of its Subsidiaries or chargeable as a Lien (except for Permitted Liens) upon the assets thereof (whether or not shown on any Tax Return). As of the date hereof, all adjustments of federal Tax liability resulting from the resolution of any audit or proposed deficiency have been reported to appropriate state and local Taxing authorities and all resulting Taxes payable to state and local Taxing authorities have been paid. All material Employment and Withholding Taxes required to be withheld and paid on or before the Closing Date have (or by the Closing Date will have) been duly paid to the proper Governmental Entity or properly set aside in accounts for such purpose.
Filing of Returns and Payment of Taxes. (i) Each Party shall execute and timely file (or cause to be executed and timely filed) each Return that it is responsible for filing under Applicable Law. Distributing shall pay (or cause to be paid) to the proper Taxing Authority the Tax shown as due on any Return which a member of the Distributing Group is responsible for filing under this Section 4, and Controlled shall pay (or cause to be paid) to the proper Taxing Authority the Tax shown as due on any Return which a member of the Controlled Group is responsible for filing under this Section 4.
(ii) If any member of the Distributing Group is required to make a payment to a Taxing Authority for Taxes allocated to Controlled under Section 3, Controlled shall indemnify Distributing for the amount of such Taxes in accordance with Section 11 and Section 12. If any member of the Controlled Group is required to make a payment to a Taxing Authority for Taxes allocated to Distributing under Section 3, Distributing shall indemnify Controlled for the amount of such Taxes in accordance with Section 11 and Section 12.
Filing of Returns and Payment of Taxes. The Company and the Company Subsidiary have filed all Tax Returns in connection with any federal, state or local Tax required to be filed by it (taking account of extensions to file that have been properly obtained), and the Company and the Company Subsidiary have timely paid all such Taxes shown thereon to be due except as contested in good faith. All Tax Returns were (and, as to Tax Returns not filed as of the date hereof, will be) true, complete and correct in all material respects and filed on a timely basis. To the Knowledge of the Company, no unresolved issue has been raised in writing by any Governmental Authority in the course of any audit with respect to Taxes for which the Company or the Company Subsidiary would be held liable.
Filing of Returns and Payment of Taxes. CIG, on behalf of WYCO, shall timely file all Ad Valorem tax returns and render and pay (prior to delinquency) all Ad Valorem taxes presently and hereafter enacted which are lawful obligations of WYCO for the Facilities, unless instructed otherwise by WYCO. Such tax payments shall be considered as additional rent. Unless otherwise agreed to by the Parties in writing, CIG shall be responsible for the payment of any sales/use taxes determined to be due on the Lease Payments hereunder.
Filing of Returns and Payment of Taxes. Except as set forth in Section 2.1.6(a) of the CERA Disclosure Letter, all material Returns required to be filed by or on behalf of CERA LP or CERA Inc. ("CERA Returns") on or before the Closing Date have (or by the Closing Date will have) been duly and timely filed, and neither CERA LP nor CERA Inc. is currently the beneficiary of any extension of time within which to file any CERA Return. Except for Taxes set forth in Section 2.1.6(a) of the CERA Disclosure Letter, which are being contested in
Filing of Returns and Payment of Taxes. Except as set forth in Section 2.4.9(a) of the MGI Disclosure Letter, all material Returns required to be filed by or on behalf of any MCM Company ("MCM Returns") on or before the Closing Date have (or by the Closing Date will have) been duly and timely filed, and none of the MCM Com-
