Filing of Tax Returns; Payment of Taxes. (i) Following the Closing, the Member Representative shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all taxable years and periods ending on or before the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice. The Member Representative shall provide Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, or such lesser period as may be necessary to allow the Company to timely file such Tax Returns, along with supporting workpapers, if any, for Purchaser’s review; provided, however, Purchaser’s approval shall not be required with respect to any such Tax Returns. The Selling Members shall be entitled to any Tax refunds related to taxable years and periods ending on or before the Closing Date, including the portion of a Straddle Period that is deemed to end on the Closing Date pursuant to Section 6.9(b). The Selling Members shall not be responsible for Taxes occurring after the Closing Date.
(ii) Following the Closing, Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Company for all Taxable years and periods ending after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns for a Straddle Period shall be prepared in a manner consistent with prior practice of the Company. Purchaser shall provide the Member Representative with copies of such completed Straddle Period Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Member Representative’s review; provided, however, the Member Representative’s approval shall not be required with respect to any such Tax Returns.
Filing of Tax Returns; Payment of Taxes. Each of the parties to this Agreement will prepare in a manner consistent with its past practice and timely file all Tax Returns it is required to file, the due date of which (without extensions) occurs on or before the Closing Date and shall pay all Taxes due with respect to any such Tax Returns.
Filing of Tax Returns; Payment of Taxes. Buyer shall prepare or cause to be prepared all Tax Returns (other than income and franchise Tax Returns) with respect to the Assets if such Tax Return (i) is required to be filed by Buyer or its Affiliate after the Closing Date or (ii) is required to be filed after the Closing Date and relates to any Straddle Period. Seller shall prepare or cause to be prepared all other Tax Returns with respect to the Assets for any Seller Period; provided, however, that Seller shall not file any such Tax Returns or take any other action without the consent of Buyer if such filing or action would affect Buyer’s Tax liability. Not later than five (5) calendar days prior to the due date for payment of Taxes with respect to any Tax Return with respect to a Seller Period, Seller shall pay to the Buyer the amount of any Taxes with respect to such Seller Period (except to the extent Buyer and Seller have taken such Taxes into account by increasing the Purchase Price under Section 3.04). Notwithstanding anything to the contrary in this Agreement, from and after Closing, Seller shall be liable for, and shall indemnify and hold harmless Buyer and its Affiliates from and against, any other Seller Taxes, and shall reimburse Buyer or Buyer’s Affiliate for any such amount paid by Buyer or Buyer’s Affiliate no later than seven (7) calendar days after the Seller’s receipt of notice from Buyer of Seller’s liability therefor. The amount of such Taxes allocable to the time period described in the previous sentence will be determined in a manner similar to and consistent with Section 9.02.
Filing of Tax Returns; Payment of Taxes. (a) Filing of Tax Returns; Payment of Income Taxes and Other Taxes.
Filing of Tax Returns; Payment of Taxes. (a) Filing of Tax Returns; Payment of Income
Filing of Tax Returns; Payment of Taxes. The Company shall, and shall cause each of its Restricted Subsidiaries to, (a) file when due all United States and Canadian federal, state and provincial Tax returns, as applicable, and all other material Tax returns which it is required to file; and (b) pay, or provide for the payment of, when due, all its material Taxes, except where (i) the amount or validity thereof is being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the Company or such Restricted Subsidiary in conformity with GAAP or (ii) such failure to file or pay any such material Taxes, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Filing of Tax Returns; Payment of Taxes. Except as otherwise provided, regardless of which party is responsible for Taxes under this Section 7.4, PBF Energy shall handle payment to the appropriate Governmental Authority of all Taxes related to the Subject Interests or the Assets with respect to any Pre-Closing Period (and shall file all such Tax Returns), and the Partnership shall handle payment to the appropriate Governmental Authority of all Taxes related to the Subject Interests or the Assets with respect to any Post-Closing Period (and shall file all such Tax Returns). PBF Energy shall deliver to the Partnership within thirty (30) days of filing copies of all Tax Returns filed by or on behalf of PBF Energy after the Closing Date relating to the Subject Interests or the Assets and any supporting documentation provided by or on behalf of PBF Energy to taxing authorities, excluding Tax Returns related to income tax, franchise tax, or other similar Taxes.
Filing of Tax Returns; Payment of Taxes. (i) The Sellers shall cause the Company and the Subsidiaries to timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with prior practice. The Sellers shall cause the Company and the Subsidiaries to provide Buyer with copies of such completed Tax Returns promptly prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s review and approval.
(ii) Following the Closing, Buyer shall cause to be timely filed all Tax Returns required to be filed by the Company after the Closing Date and, subject to the rights to payment from the Sellers under Section 8.6(b)(iii) below, pay or cause to be paid all Taxes shown due thereon.
(iii) Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Buyer has the responsibility to cause to be filed pursuant to Section 8.6(b)(ii), the Sellers shall pay to Buyer the amount of Taxes owed by the Sellers pursuant to the provisions of Section 8.6(a). No payment pursuant to this Section 8.6(b)(iii) shall excuse the Sellers from its indemnification obligations pursuant to Section 8.6(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of the Sellers’ payment under this Section 8.6(b)(iii).
Filing of Tax Returns; Payment of Taxes. Except as otherwise provided, regardless of which party is responsible for Taxes under this Section 7.4, PBF Energy shall handle payment to the appropriate Governmental Authority of all Taxes with respect to any Pre-Closing Period (and shall file all such Tax Returns), and the Partnership shall handle payment to the appropriate Governmental Authority of all Taxes with respect to any Post-Closing Period (and shall file all such Tax Returns). PBF Energy shall deliver to the Partnership within thirty (30) days of filing copies of all Tax Returns filed by or on behalf of PBF Energy after the Closing Date relating to the Delaware Logistics Assets and any supporting documentation provided by or on behalf of PBF Energy to taxing authorities, excluding Tax Returns related to income tax, franchise tax, or other similar Taxes.
Filing of Tax Returns; Payment of Taxes. Except as otherwise provided, regardless of which party is responsible for Taxes under this Section 7.4, PBF Energy shall handle payment to the appropriate Governmental Authority of all Taxes with respect to any Pre-Closing Period (and shall file all such Tax Returns), and the Partnership shall handle payment to the appropriate Governmental Authority of all Taxes with respect to any Post-Closing Period (and shall file all such Tax Returns). PBF Energy shall deliver to the Partnership within thirty (30) days of filing copies of all Tax Returns filed by or on behalf of PBF Energy after the Closing Date relating to the Toledo Tank Farm Assets and any supporting documentation provided by or on behalf of PBF Energy to taxing authorities, excluding Tax Returns related to income tax, franchise tax, or other similar Taxes.
