Non-Income Tax Returns. Seller shall cause to be prepared and timely filed all non-Income Tax Returns of the Company and the Subsidiaries due on or before the Closing Date. Buyer shall cause the Company and the Subsidiaries to prepare and timely file all non-Income Tax Returns due after the Closing Date. The parties agree to cooperate with each other and their affiliates in the preparation of such non-Income Tax Returns. The parties shall also provide each other with full access to applicable records to enable the preparation of such returns. Except to the extent accrued as a current non-Income Tax liability in the Closing Balance Sheet, Seller shall pay on a timely basis all non-Income Taxes in respect of the Pre-Closing Period as shown as due on such returns; provided, that, Buyer shall pay or cause the Company and the Subsidiaries to pay on a timely basis the portion of such Pre-Closing Period non-Income Taxes which has been accrued as a current non-Income Tax liability in the Company's and the Subsidiaries' Closing Balance Sheet as of the Closing Date. Buyer shall cause the Company and the Subsidiaries to pay all non-Income Taxes to which such non-Income Tax Returns relate for all periods after the Closing Date. The parties shall make available to each other copies of non-Income Tax Returns of the Companies and the Subsidiaries covering Tax periods ending before or including the Closing Date.
Non-Income Tax Returns. The Party responsible for preparing the applicable Tax Return in accordance with the terms of this Agreement shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return other than an Income Tax Return, provided, that to the extent that any aspect of such Tax Proceeding relates to Taxes for which the other Party is liable under this Agreement or would reasonably be expected to materially adversely affect the Tax position of the other Party, the first Party shall (i) keep the other Party informed in a timely manner of the actions proposed to be taken by the first Party with respect to such aspects of such Tax Proceeding, (ii) permit the other Party to participate (at such other Party’s cost and expense) in such aspects of such Tax Proceeding, and (iii) not settle any such aspect of such Tax Proceeding without the prior written consent of the other Party, which shall not be unreasonably withheld, delayed or conditioned.
Non-Income Tax Returns. The Party that is liable for any Non-Income Tax liability under Section 2.01 of this Agreement shall prepare and file (or shall cause the appropriate member of its Group to prepare and file) such Tax Return and any other Returns, documents, or statements required to be filed with the appropriate Taxing Authorities or other Persons with respect to the determination of such Non-Income Tax liability or otherwise. For the avoidance of doubt, the preceding sentence shall not apply to any Tax Return required by applicable law to be filed by GroceryCo Canada or SnackCo Canada.
Non-Income Tax Returns. (i) Agilent shall prepare and file or cause to be prepared and filed all Non-Income Tax Returns which are required to be filed in respect of (A) a member of the Agilent/Verigy Tax Group for any Pre-Separation Date Taxable Period or Straddle Period or (B) an Agilent Tax Group Member for any Post-Separation Date Taxable Period. Verigy hereby irrevocably designates, and agrees to cause each Verigy Tax Group Member to designate, Agilent as its agent to take any and all actions necessary or incidental to the preparation and filing of such Non-Income Tax Returns.
(ii) Verigy shall prepare and file or cause to be prepared and filed all Non-Income Tax Returns with respect to the Verigy Tax Group which are required to be filed in respect of a Verigy Tax Group Member for any Post-Separation Date Taxable Period.
Non-Income Tax Returns. (i) Conexant shall prepare and file or cause to be prepared and filed all Tax Returns (including amendments thereto) which are Non-Income Tax Returns which are required to be filed in respect of (A) a member of the Conexant/Washington Tax Group (other than Washington or any member of the Washington Tax Group which has never conducted a non-Washington business) for any Pre-Distribution Taxable Period or Straddle Period or (B) a member of the Conexant Tax Group for any Post-Distribution Taxable Period. Alpha hereby irrevocably designates, and agrees to cause each of its affiliates to designate, Conexant as its agent to take any and all actions necessary or incidental to the preparation and filing of such Non-Income Tax Returns of members of the Washington Tax Group.
(ii) All Non-Income Tax Returns (including amendments thereto) required to be filed (A) with respect to Washington or any member of the Washington Tax Group which has never conducted a non-Washington business and (B) with respect to the Washington Tax Group for Post-Distribution Taxable Periods, shall be the responsibility of the Alpha Tax Group.
Non-Income Tax Returns. (i) All Non-Income Tax Returns (including amendments thereto) for all Pre-Distribution Taxable Periods and Straddle Periods which relate to a member of members of the Goodrich Tax Group or their respective businesses, assets or activitixx xxxxx be the responsibility of the Goodrich Tax Group. EnPro hereby irrevocably designates, and agrees tx xxxxx each of its affiliates to so designate, Goodrich as its agent to take any and all actions necessary or incidexxxx xx the preparation and filing of such Non-Income Tax Returns.
(ii) All Non-Income Tax Returns (including amendments thereto) for all Pre-Distribution Taxable Periods and Straddle Periods which relate to a member or members of the EnPro Tax Group or their respective businesses, assets or activities and are not the responsibility of the Goodrich Tax Group shall be the responsibility of the EnPro Tax Group.
Non-Income Tax Returns. IP shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any IP Non-Income Tax Return, provided that to the extent that such Tax Proceeding relates to Spinco Taxes or would reasonably be expected to materially adversely affect the Tax position of Spinco or any Spinco Entity for any Post-Distribution Period, IP shall (A) keep Spinco informed in a timely manner of the actions proposed to be taken by IP with respect to such Tax Proceeding, (B) permit Spinco to participate in the aspects of such Tax Proceeding that relate to Spinco Taxes and (C) not settle any aspect of such Tax Proceeding that relates to Spinco Taxes without the prior written consent of Spinco, which shall not be unreasonably withheld, delayed or conditioned and provided further that Spinco’s rights and IP’s obligations set forth above shall not apply if and to the extent that IP elects in writing to forgo its right to indemnification in respect of the Spinco Taxes that are the subject of such Tax Proceeding.
Non-Income Tax Returns. Intcomex shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Purchased Subsidiaries for all periods ending on or prior to the Closing Date (a “Pre-Closing Tax Period”) which are filed after the Closing Date, other than income Tax Returns for such periods. Such Tax Returns shall be prepared consistently with the past practice of the Purchased Subsidiaries, as applicable, unless otherwise required by applicable law. Intcomex shall permit BPI and its authorized representatives to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall accept all comments that are reasonable. BPI shall reimburse Intcomex for Taxes of the Purchased Subsidiaries, as applicable, with respect to such periods within five (5) calendar days of payment by Intcomex or the Purchased Subsidiaries, as applicable, of such Taxes, including any estimated tax payments if applicable.
Non-Income Tax Returns. (i) Conexant shall prepare and file or cause to be prepared and filed all Tax Returns (including amendments thereto) which are Non-Income Tax Returns which are required to be filed in respect of (A) a member of the Conexant Tax Group for any Pre-Distribution Taxable Period or Straddle Period), (B) any member of the Mindspeed Tax Group for any Pre-Distribution Period or Straddle Period in which it conducts or has conducted both a Conexant business and a Mindspeed business or (C) a member of the Conexant Tax Group for any Post-Distribution Taxable Period. Mindspeed hereby irrevocably designates, and agrees to cause each of its affiliates to so designate, Conexant as its agent to take any and all actions necessary or incidental to the preparation and filing of such non-U.S. federal Income Tax Returns.
(ii) All Non-Income Tax Returns (including amendments thereto) required to be filed in respect of a member of the Mindspeed Tax Group which are not the responsibility of the Conexant Tax Group shall be the responsibility of the Mindspeed Tax Group.
Non-Income Tax Returns. (i) All Tax Returns (including amendments thereto) which are not Income Tax Returns for all Pre-Distribution Taxable Periods and all Straddle Periods shall be the responsibility of the Rockwell Tax Group if such Tax Returns (A) relate to a member or members of the Rockwell Tax Group or their respective businesses, assets or activities, (B) relate to members of each of the Rockwell Tax Group and the Conexant Tax Group or their respective businesses, assets or activities, or (C) relate to a member of the Conexant Tax Group for a period in which such member conducts or has conducted both a Conexant business and a non-Conexant business. Conexant hereby irrevocably designates, and agrees to cause each of its affiliates to so designate, Rockwell as its agent to take any and all actions necessary or incidental to the preparation and filing of such Tax Returns.
