Common use of Filing of Tax Returns by Seller Clause in Contracts

Filing of Tax Returns by Seller. (a) Seller shall (i) timely prepare and file (or cause to be timely prepared and filed) all Tax Returns that are required to be filed by or with respect to Company, Company Subsidiary on an affiliated, consolidated, combined or unitary basis with Seller or with at least one Affiliate of Seller that is not Company or Company Subsidiary for Tax years or other periods beginning on or before the Closing Date with an initial due date (taking into account any properly obtained extensions) after the Closing Date, and (ii) timely prepare (or cause to be prepared) all (A) stand-alone income Tax Returns required to be filed by Company and Company Subsidiary and (B) affiliated, consolidated, combined or unitary income Tax Returns for a group the parent of which is Company, for Tax years or other periods ending on or before the Closing Date with an initial due date (taking into account requests for extensions to file such returns) after the Closing Date. (b) Any Tax Return prepared by Seller pursuant to Section 9.01(a) shall (i) reflect a deduction for the Transaction Deductions to the extent permitted in accordance with applicable Law, and (ii) to the extent that such Tax Return shows a net operating loss of Company or Company Subsidiary, such net operating loss shall be carried back to previous Tax periods to the maximum extent permitted by applicable Law. (c) With respect to each Tax Return prepared and filed by Seller pursuant to Section 9.01(a)(i), Seller shall timely remit (or cause to be timely remitted) to the appropriate Taxing Authority any Taxes shown as due on such Tax Returns to the extent that Taxes are required to be remitted upon filing such Tax Returns (or are otherwise required to be remitted before the Closing Date). To the extent Parent or Buyer is obligated for such Taxes pursuant to this Agreement, Parent or Buyer, as applicable, shall reimburse Seller for such Taxes within thirty (30) days after payment by Seller. (d) Buyer shall timely file any Tax Return prepared by Seller pursuant to Section 9.01(a)(ii) and shall timely remit any Taxes which are reflected on such Tax Returns. Buyer shall permit Seller to review and approve (which approval shall not be unreasonably withheld) the making of each such payment. (e) Promptly, but no later than ninety (90) days after the Closing Date (but, in any event, no later than sixty (60) days before the due date (without extensions) of the relevant Tax Return), each Party shall provide (or cause to be provided) to any other Party any information requested by such other Party relating to Company or Company Subsidiary within its possession to facilitate the preparation and filing of the Tax Returns described in Sections 9.01(a) and 9.02(a). In the case of any such requests by Seller, Buyer shall prepare (or cause to be prepared) such information in a manner consistent with past practice of the Business.

Filing of Tax Returns by Seller. (a) Seller shall shall, at Seller’s cost and expense, (i) timely prepare and file (or cause to be timely prepared and filed) all Tax Returns that are required to be filed by or with respect to Company, Company Subsidiary each Transferred Entity on an affiliated, consolidated, combined or unitary basis with Seller or with at least one Affiliate Subsidiary of Seller that is not Company or Company Subsidiary a Transferred Entity for Tax years or other periods beginning on or before the Closing Date with an initial due date (taking into account any properly obtained extensions) after the Closing Date, and (ii) timely prepare and file (or cause to be preparedtimely prepared and filed) all (A) stand-alone income other Tax Returns required to be filed by Company and Company Subsidiary and (B) affiliated, consolidated, combined or unitary income Tax Returns for any Transferred Entity with a group the parent of which is Company, for Tax years or other periods ending on or before the Closing Date with an initial due date (taking into account requests for extensions to file such returns) after on or before the Closing Date. (b) Any Tax Return prepared by Seller pursuant to Section 9.01(a) shall (i) that includes the Closing Date shall reflect a deduction for the Transaction Deductions to the extent permitted in accordance with applicable Law, (unless otherwise reflected on a corresponding Tax Return of Seller or any of its Subsidiaries other than a Transferred Entity) and (ii) shall, to the extent that such Tax Return shows a net operating loss of Company or Company Subsidiaryany Transferred Entity, carry back such net operating loss shall be carried back to previous Tax periods to the maximum extent permitted by applicable Law. (c) With respect to each Tax Return prepared and filed by Seller pursuant to Section 9.01(a)(i9.01(a), Seller shall timely remit (or cause to be timely remitted) to the appropriate Taxing Authority any and all Taxes shown as due on such Tax Returns to the extent that Taxes are required to be remitted upon filing such Tax Returns (or are otherwise required Returns, except to be remitted before the Closing Date). To the extent Parent or Buyer is obligated for such Taxes pursuant to this Agreement, Parent or Buyer, were taken into account in the calculation of Purchase Price (as applicable, shall reimburse Seller for such Taxes within thirty (30) days after payment by Seller. (d) Buyer shall timely file any Tax Return prepared by Seller finalized pursuant to Section 9.01(a)(ii3.04), which Taxes shall be remitted by Buyer (or its applicable Affiliate) and shall timely remit any to Seller within five (5) Business Days of filing such Tax Return. In the event that the amount of Taxes which are taken into account in calculating Purchase Price (as finalized pursuant to Section 3.04) exceeds the actual Tax liability reflected on such Tax Returns. Return, Buyer (or its applicable Affiliate) shall permit remit such excess to Seller to review and approve within five (which approval shall not be unreasonably withheld5) the making Business Days of each filing such payment. (e) Promptly, but no later than ninety (90) days after the Closing Date (but, in any event, no later than sixty (60) days before the due date (without extensions) of the relevant Tax Return), each Party shall provide (or cause to be provided) to any other Party any information requested by such other Party relating to Company or Company Subsidiary within its possession to facilitate the preparation and filing of the Tax Returns described in Sections 9.01(a) and 9.02(a). In the case of any such requests by Seller, Buyer shall prepare (or cause to be prepared) such information in a manner consistent with past practice of the Business.

Filing of Tax Returns by Seller. (a) Seller Parent shall (i) timely prepare and file (or cause to be timely prepared and filed) all Tax Returns that are required to be filed by or with respect to Company, Company Subsidiary the Companies on an affiliated, consolidated, combined or unitary basis with Seller Parent or with at least one Affiliate of Seller that is not Company or Company Subsidiary Parent other than one of the Companies for Tax years or other periods beginning on or before the Closing Date with an initial due date (taking into account any properly obtained extensions) after the Closing Date, and (ii) timely prepare and file (or cause to be preparedtimely prepared and filed) all (A) stand-alone income other Tax Returns required to be filed by Company and Company Subsidiary and (B) affiliated, consolidated, combined or unitary income Tax Returns for the Companies with a group the parent of which is Company, for Tax years or other periods ending on or before the Closing Date with an initial due date (taking into account requests for extensions to file such returns) after on or before the Closing Date. (b) Any With respect to any Tax Return prepared by Seller Parent pursuant to Section 9.01(a) shall such Tax Return shall, unless otherwise required by applicable Law, (i) reflect a deduction any income of the Companies for all periods through the Transaction Deductions to the extent permitted in accordance with applicable LawClosing Date (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13, any excess loss account taken into income under Treasury Regulation Section 1.1502-19, and any income from the Reorganization), (ii) to the extent that such Tax Return shows a net operating loss of Company or Company Subsidiaryany of the Companies, such net operating loss shall be carried back to previous Tax periods to the maximum extent permitted by applicable Law, and (iii) be prepared in accordance with past practices of the Business. With respect to any such Tax Return: (A) completed drafts of the portion of such Tax Returns relating to a Company shall be submitted to Buyer for Buyer’s review not later than thirty (30) days before the due date for filing such Tax Returns (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date), (B) Buyer shall have the right, acting reasonably, to review each such portion of such Tax Returns delivered to it before the filing thereof, and (C) Seller Parent shall make any changes to such portions of such Tax Returns reasonably requested by Buyer in writing not later than ten (10) days before the due date for filing such Tax Returns. (c) With respect to each Tax Return prepared and filed by Seller Parent pursuant to Section 9.01(a)(i9.01(a), Seller Parent shall timely remit (or cause to be timely remitted) to the appropriate Taxing Authority any Taxes shown as due on such Tax Returns to the extent that Taxes are required to be remitted upon filing such Tax Returns (or are otherwise required to be remitted before the Closing Date). To the extent Parent or Buyer is obligated for such Taxes pursuant to this Agreement, Parent or Buyer, as applicable, shall reimburse Seller for such Taxes within thirty (30) days after payment by SellerReturns. (d) Buyer shall timely file any Tax Return prepared by Seller pursuant to Section 9.01(a)(ii) and shall timely remit any Taxes which are reflected on such Tax Returns. Buyer shall permit Seller to review and approve (which approval shall not be unreasonably withheld) the making of each such payment. (e) Promptly, but no later than ninety (90) days after the Closing Date (but, in any event, no later than sixty (60) days before the due date (without extensions) of the relevant Tax Return), each either Party shall provide (or cause to be provided) to any the other Party any information reasonably requested by such other Party relating to Company or Company Subsidiary the Companies within its possession to facilitate the preparation and filing of the Tax Returns described in Sections 9.01(a) and 9.02(a). In the case of any such requests by SellerSeller Parent, Buyer shall prepare (or cause to be prepared) such information in a manner consistent with past practice of the Business.

Filing of Tax Returns by Seller. The provisions of this Article IX shall govern the allocation of responsibility as between Buyxx xxd Seller for certain Tax matters following the Closing: (a) Seller shall (i) timely prepare and file (or cause to be timely prepared and filed) all Tax Returns that are required to be filed by or with respect to Company, Company Subsidiary on an affiliated, consolidated, combined or unitary basis with Seller or with at least one Affiliate (i) of Seller that is not Company or Company Subsidiary a Parent Combined Return for Tax years or other periods beginning on or before the Closing Date Date, in each case with respect to Tax Returns with an initial due date (taking into account any properly obtained extensions) after the Closing Date, and (ii) timely prepare (or cause to be prepared) all (A) stand-alone income Tax Returns required to be filed by Company and Company Subsidiary and (B) affiliated, consolidated, combined or unitary income Tax Returns for a group the parent of which is Company, for Tax years or other periods ending on or before the Closing Date with an initial original due date (taking into account requests for extensions to file each such returnsTax Return) after the date of this Agreement, or (ii) with respect to which a Transferred Entity is treated as a pass-through entity and which Taxes flow through to Seller or any of its Affiliates (other than a Transferred Entity), for Tax periods ending on or before the Closing Date, in each case, with respect to Tax Returns with an original due date (taking into account requests for extensions to file each such Tax Return) after the date of this Agreement. To the extent such Tax Returns are reasonably expected to impact the Tax liability of Buyer or its Affiliates (including the Transferred Entities after the Closing) under this Agreement or otherwise (but for avoidance of doubt, excluding any Parent Combined Return), Seller shall provide any such Tax Returns for Buyer’s review not later than 30 days before the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) and Seller shall consider in good faith Buyer’s comments to such Tax Returns. Unless otherwise required by Law, Seller shall only be obligated to file such Tax Returns in jurisdictions in which the applicable filer has historically filed Tax Returns, or first commenced activity in such jurisdiction after the start of the applicable Tax year. (b) Any Income Tax Return prepared by Seller pursuant to Section 9.01(a) that includes the Closing Date shall (i) reflect a deduction for the appropriate portion of the Transaction Deductions (unless otherwise reflected on a corresponding Tax Return of Seller or any of its Affiliates other than a Transferred Entity or required by applicable Law) to the extent permitted in accordance with applicable Lawdeductible applying a MLTN Standard and shall, and (ii) to the extent that such Income Tax Return shows a net operating loss of Company or Company Subsidiaryany Transferred Entity, carry back such net operating loss shall be carried back to previous Tax periods to the maximum extent permitted by applicable LawLaw applying a MLTN Standard. (c) With respect to each Tax Return prepared and filed by Seller pursuant to Section 9.01(a)(i9.01(a), Seller shall timely remit (or cause to be timely remitted) to the appropriate Taxing Authority any Taxes shown as due on such Tax Returns to the extent that Taxes are required to be remitted upon filing such Tax Returns (or are otherwise required other than to be remitted before the Closing Date). To the extent Parent or Buyer is obligated for such Taxes pursuant to this Agreement, Parent were included in the Final Closing Statement or Buyer, Estimated Closing Statement as applicable, shall reimburse Seller for such Taxes within thirty (30) days after payment by Seller). (d) Buyer shall timely file any Tax Return prepared by Seller pursuant to Section 9.01(a)(ii) and shall timely remit any Taxes which are reflected on such Tax Returns. Buyer shall permit Seller to review and approve (which approval shall not be unreasonably withheld) the making of each such payment. (e) Promptly, but no later than ninety (90) days after the Closing Date (but, in any event, no later than sixty (60) days before the due date (without extensions) of the relevant Tax Return), each Each Party shall provide (or cause to be provided) to any the other Party any information reasonably requested by such other Party relating to Company or Company Subsidiary the Transferred Entities within its possession to facilitate the preparation and filing of the Tax Returns described in Sections Section 9.01(a) and 9.02(a). In the case of any such requests by Seller, Buyer shall prepare (or cause to be prepared) such information in a manner consistent with past practice of the Business.