Obligation to File Tax Returns. The Seller shall cause to be prepared and filed all Tax Returns with the appropriate federal, state, local and foreign Governmental Agencies relating to the Company and its Subsidiary for periods ending on or prior to the Closing Date and shall pay all Taxes due with respect to such Tax Returns. The Purchaser shall cause to be prepared and filed all Tax Returns required to be filed by the Company for periods after to the Closing Date and shall pay all Taxes due with respect to such Tax Returns.
Obligation to File Tax Returns. (a) Seller shall cause to be prepared and filed all Tax Returns with the appropriate federal, state, local and foreign Governmental Agencies relating to the Company for periods ending on or prior to the Closing Date and that are due after the Closing Date and shall pay all Taxes due with respect to such Tax Returns, except to the extent such Taxes are included in Final Closing Net Working Capital. Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company covering a Tax year commencing prior to the Closing Date and ending after the Closing Date (a “Straddle Tax Return”) and shall cause the Company to pay the Taxes shown to be due thereon, provided, however, that Seller shall promptly reimburse Purchaser for the portion of such Tax that relates to a Pre-Closing Tax Period (as defined
Obligation to File Tax Returns. Company shall timely file or cause to be filed all Tax Returns with respect to the Spinco Group that (a) are filed on a consolidated, combined or unitary basis, (b) include Spinco or any of its Subsidiaries and Company or any of its Subsidiaries, and (c) are required to be filed (i) for any Period Before Distribution, or (ii) for any taxable year or period of the Company Group that begins before and ends after the Distribution Date. Spinco shall timely file or cause to be filed any other Tax Return with respect to the Spinco Group.
Obligation to File Tax Returns. (a) Torchmark shall timely prepare and file (or cause to be prepared and filed) all Tax Returns that (i) are filed on a consolidated, combined or unitary basis, (ii) include Torchmark or any of its Subsidiaries, and (iii) are required to be filed (A) for any Period Before Offering or (B) for any taxable year or period of Torchmark or any such Subsidiary that begins before and ends after the Offering Date, provided, however, that if WRFI, any of its Subsidiaries, or any of the WRFI Former Subsidiaries are included in any such Tax Return, WRFI shall prepare or cause to be prepared in accordance with the Existing Tax Allocation Agreement and past practice of WRFI and its predecessors and deliver to Torchmark (or cause to be prepared and delivered to Torchmark) 30 days prior to the due date for filing of such Tax Return by Torchmark (7 days in the case of estimated Tax Returns), all information Torchmark needs regarding WRFI, its Subsidiaries and any of the WRFI Former Subsidiaries in order to prepare and file such Tax Return, in the form required by section 2 of the Existing Tax Allocation Agreement.
Obligation to File Tax Returns. (a) Parent shall have sole and exclusive responsibility for the preparation and filing of all Tax Returns with respect to any member of the Parent Group and the Harbor Global Group that (i) are filed on a consolidated, combined or unitary basis, (ii) include any member of the Harbor Global Group and any member of the Parent Group and (iii) are required to be filed with respect to any Period.
Obligation to File Tax Returns. CSC shall cause to be prepared and filed all tax returns with the appropriate Governmental Entities relating to the Business for periods ending on or prior to the Closing and shall pay all taxes due with respect to such tax returns.
Obligation to File Tax Returns. The Seller shall cause to be prepared and filed all Tax Returns with the appropriate federal, state, local and foreign Governmental Agencies relating to the Company for periods ending on or prior to the Closing Date and shall pay all Taxes due with respect to such Tax Returns. The Purchaser shall cause to be prepared and filed all Tax Returns required to be filed by the Company for periods after to the Closing Date and shall pay all Taxes due with respect to such Tax Returns.
Obligation to File Tax Returns. (a) The Seller shall cause to be prepared and filed all Tax Returns with the appropriate federal, state, local and foreign Governmental Agencies relating to the Company for periods ending on or prior to the Closing Date and shall pay all Taxes due with respect to such Tax Returns. The Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by the Company covering a Tax year commencing prior to the Closing Date and ending after the Closing Date (a "Straddle Tax Return") and shall cause the Company to pay the Taxes shown to be due thereon, provided, however, that the Seller shall promptly reimburse the Purchaser for the portion of such Tax that relates to a Pre-Closing Tax Period (as defined below), except to the extent such Tax was included in the determination of Adjusted Net Assets. The Seller will furnish to the Purchaser all information and records reasonably requested by the Purchaser for use in preparation of any Straddle Tax Returns. The Purchaser shall allow the Seller to review, comment upon and reasonably approve without undue delay any Straddle Tax Return at any time during the forty-five (45) day period immediately preceding the filing of such Tax Return. The Purchaser and the Seller agree to cause the Company to file all Tax Returns for any Straddle Period (as defined below) on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Governmental Agency will not accept a Tax Return filed on that basis. For purposes of this Agreement "
Obligation to File Tax Returns. 34 Section 5.3. Sale of Beech-Nut 36 Section 5.4. Nondisclosure; Noncompetition. 36 Section 5.5. Ongoing Tax Cooperation. 37 Section 5.6. Further Assurances 38 Section 5.7. Employees and Employee Benefits. 38 Section 5.8. Market Sensitive Information 40 Section 5.9. Commercially Reasonable Efforts 40 ARTICLE VI. CONDITIONS TO SELLER’S OBLIGATIONS 41 Section 6.1. Representations and Warranties 41 Section 6.2. Compliance with Agreement 41 Section 6.3. Consents 41 Section 6.4. Corporate Documents 41 Section 6.5. No Adverse Proceeding 41 ARTICLE VII. CONDITIONS TO PURCHASER’S OBLIGATIONS 41 Section 7.1. Representations and Warranties 41 TABLE OF CONTENTS (continued) Page Section 7.2. Compliance with Agreement 41 Section 7.3. Consents 41 Section 7.4. Corporate Documents 42 Section 7.5. FIRPTA 42 Section 7.6. No Adverse Proceeding 42 Section 7.7. Resignations 42 Section 7.8. Transition Services 42 Section 7.9. Surveys 42 Section 7.10. Title Policies 42 Section 7.11. Non-Imputation Endorsements 42 Section 7.12. Payment of Seller Liabilities, Release of Liens 42 ARTICLE VIII.
Obligation to File Tax Returns. (a) Torchmark shall timely prepare and file (or cause to be prepared and filed) all Tax Returns that (i) are filed on a consolidated, combined or unitary basis, (ii) include Torchmark or any of its Subsidiaries, and (iii) are required to be filed (A) for any Period Before Offering or (B) for any taxable year or period of Torchmark or any such Subsidiary that begins before and ends after the Offering Date, provided, however, that if WRFI or any of its Subsidiaries are included in any such Tax Return, WRFI shall prepare or cause to be prepared in accordance with the Existing Tax Allocation Agreement and past practice of WRFI and its predecessors and deliver to Torchmark (or cause to be prepared and delivered to Torchmark) 30 days prior to the due date for filing of such Tax Return by Torchmark (7 days in the case of estimated Tax Returns), all information Torchmark needs regarding WRFI and its Subsidiaries in order to prepare and file such Tax Return, in the form required by section 2 of the Existing Tax Allocation Agreement.
