Filing Tax Returns; Payment of Taxes. (a) As soon as practicable after the Closing Date, Seller will prepare and file all appropriate tax returns for the operations of the Subsidiaries (other than the Minority Subsidiaries) for all tax periods ending on or before the Closing Date, including, for those jurisdictions and tax authorities that permit or require a short period tax return, for the period ending on the Closing Date, and Seller will pay any tax due thereon and will indemnify the Purchaser for any such taxes and for any taxes imposed by reason of section 1502-6 of the Treasury regulations or similar provisions under state, local or foreign Law. In the case of a jurisdiction that does not permit a short period tax return with respect to a subsidiary incorporated in the United States, the Closing Date will be treated as the end of the subsidiary's taxable year and the Seller will pay any taxes that would be due for such hypothetical taxable year. Any item that would affect the determination of taxes for this hypothetical taxable year that cannot be identified as being attributable to the time prior to the Closing Date, will be allocated pro rata throughout the Subsidiary's entire taxable year. Without undue disruption to the operations of such Subsidiaries, Purchaser shall cause the Subsidiaries to cooperate fully and promptly in connection with Seller's preparation and filing of such returns. The books and records of the Subsidiaries will be maintained, and the Federal, state and other income tax returns of Seller's consolidated group will be filed, so as to accurately reflect the operations of the Subsidiaries through the end of the Closing Date. Seller shall have no responsibility for filing any tax return for the operations of the Subsidiaries for any period ending after the Closing Date.
Filing Tax Returns; Payment of Taxes. The Sellers’ Representative shall prepare, or cause to be prepared, all Tax Returns of the Companies required to be filed after the Closing Date for Pre-Closing Tax Periods other than Straddle Periods (the “Seller Returns”). At least 30 days prior to the due date of any Seller Return (taking into account all applicable extensions), the Sellers’ Representative shall deliver such Seller Return to Buyer, for Buyer’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that if Buyer has not responded at least ten days prior to the due date of such Seller Return, Buyer shall be deemed to have approved of such Seller Return. The Sellers’ Representative shall promptly remit to Buyer (but in no event less than five Business Days prior to the due date of such Seller Return), all Taxes shown as due on such Seller Return. Once Buyer has approved or is deemed to have approved such Seller Return, Buyer shall file such Seller Return. All such Seller Returns shall be prepared in a manner that is consistent with the prior practices of the Companies except as required by applicable Law. Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, (taking into account all applicable extensions) all Tax Returns of the Companies for, or that include, Pre-Closing Tax Periods that are required to be filed after the Closing Date, other than the Seller Returns but including Straddle Periods (the “Buyer Returns”). At least 30 days prior to the due date of any Buyer Return (taking into account all applicable extensions), Buyer shall deliver such Buyer Return to the Sellers’ Representative for its approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that if the Sellers’ Representative has not responded at least ten days prior to the due date of such Buyer Return, the Sellers’ Representative shall be deemed to have approved of such Buyer Return. The Sellers’ Representative shall promptly remit to Buyer (but in no event less than five Business Days prior to the due date of such Buyer Return) all Taxes shown as due on such Buyer Return for which Sellers are responsible pursuant to this Section 5.10. All such Buyer Returns shall be prepared in a manner that is consistent with the prior practices of the Companies except as required by applicable Law.
Filing Tax Returns; Payment of Taxes. (a) The Buyer and the Seller shall cooperate to cause to be timely filed all Tax Returns of Robertex that relate to periods ending after the Closing Date.
Filing Tax Returns; Payment of Taxes. (a) Sellers shall cause to be prepared and filed in a timely manner all Tax Returns for Income Taxes with respect to the income, assets, properties or operations of the Company for all periods ending on or before the Closing Date ("Pre-Closing Tax Periods"), including for those jurisdictions and Governmental Authorities that permit or require a short period Tax Return for Income Taxes, for the period ending on the Closing Date. All such Tax Returns shall be prepared and filed in a manner consistent with past practice of the Company, except as required by applicable Law. Without undue disruption to the operations of the Company, Purchaser shall cause the Company to cooperate fully and promptly in connection with Sellers' preparation and filing of such returns. The books and records of the Company will be maintained, and the Tax Returns of the Company will be filed, so as to accurately reflect the operations of the Company through the end of the Closing Date.
Filing Tax Returns; Payment of Taxes. (a) Sellers Representative shall timely prepare and file, or cause to be timely prepared and filed, in each case at Sellers’ sole expense, all Tax Returns that are required to be filed by any Company Party for all Pre-Closing Tax Periods (other than Straddle Periods of any Company following the Conversion) that are required to be filed after the Closing Date. All such Tax Returns shall be prepared in a manner consistent with the prior practices applicable to the preparation of such Tax Returns including all elections, accounting methods and conventions (“Prior Practice”), except as required by Applicable Law. Sellers’ Representative shall provide any such Tax Return other than income Tax Returns to Buyer for its review and comment no less than thirty (30) days prior to the due date for filing such Tax Return (including extensions). Sellers’ Representative shall make such revisions to such Tax Returns as are reasonably requested by Buyer, and Sellers shall pay all Taxes shown to be due on such Tax Returns.
Filing Tax Returns; Payment of Taxes. The following provisions (which shall take precedence over any other provision of this Agreement in the event of a conflict) shall govern the allocation of responsibility as among the Buyer, Atlas and the Seller for certain Tax matters following the Closing:
