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) 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.
(b) Torchmark shall timely file (or cause to be filed) any other Tax Return with respect to the Retained Group and its members, and WRFI shall timely file (or cause to be filed) any other Tax Return with respect to the WRFI Group and its members.
(c) Torchmark shall have sole discretion to take or not take a position in and with respect to any Tax Return which Torchmark is required to file or cause to be filed hereunder, and WRFI shall have sole discretion to take or not take a position in and with respect to any Tax Return which WRFI is required to file or cause to be filed hereunder, provided, however, that all such Tax Returns shall be consistent with the Intended Tax Results and the WRAMCO Ruling, and each party agrees not to, and not to allow any of its respective Subsidiaries to, take or fail to take any action which is inconsistent with the Intended Tax Results or the WRAMCO Ruling.
Obligation to File Tax Returns. (a) Any sales, recording, transfer, stamp, conveyance, value added, use, or other similar taxes, duties, excise, governmental charges or fees imposed as a result of the sale of the AES Stock to Purchaser pursuant to this Agreement shall be borne by Seller.
(b) 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. 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 below). The Seller will furnish to Purchaser all information and records reasonably requested by Purchaser for use in preparation of any Straddle Tax Returns. Purchaser and 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 "Pre-Closing Tax Period" shall mean any taxable period ending on or before the Closing Date and the portion ending on and including the Closing Date of any taxable period that includes (but does not end on) the Closing Date ("Straddle Period").
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) 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. 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. (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.
(b) Parent shall have sole and exclusive responsibility for the preparation and filing of all Tax Returns (in addition to any Tax Return described in
Section 2.1 (a)) with respect to any member of the Parent Group for any Period.
(c) Harbor Global shall have sole and exclusive responsibility for the preparation and filing of any Tax Return (other than a Tax Return described in Section 2.1(a)) with respect to any member of the Harbor Global Group.
Obligation to File Tax Returns. Newco shall timely file (or cause to be filed) all Tax Returns that (a) are filed on a consolidated, combined or unitary basis, (b) include Newco 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 that begins before and ends after the Distribution Date, provided, however, that the Company shall prepare in accordance with past practice of the Company and deliver to Newco (or cause to be prepared and delivered to Newco) 45 days prior to the due dates of such Tax Returns pro forma Tax Returns with respect to members of the Retained Group. Newco shall have sole discretion to take or not take a position in and with respect to any filed Tax Return which Newco is required to file or cause to be filed hereunder; provided, however, that (i) all such Tax Returns shall be consistent with the position that the Distribution is a tax-free transaction under Section 355 of the Code and the Merger is a tax-free reorganization under Section 368(a)(1)(B) of the Code, and (ii) such Tax Returns shall be prepared on a basis that is consistent with the elections, accounting methods, conventions, practices and principles of taxation used for the most recent taxable periods for which Tax Returns for the Company have been filed unless otherwise agreed to in writing by Parent or unless no material detriment or damage will occur to Parent or the Retained Group. Company shall timely file (or cause to be filed) any other Tax Return with respect to the Retained Group, and Newco shall timely file (or cause to be filed) any other Tax Return with respect to the Newco Group. Each such Tax Return shall be consistent with the position that the Distribution is a tax- free transaction under Section 355 of the Code and the Merger is a tax-free reorganization under Section 368(a)(1)(B) of the Code.
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 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
Obligation to File Tax Returns. 41 Section 6.3. Certain Provisions Relating to Consents 42 Section 6.4. Nondisclosure; Noncompetition; Nonsolicitation. 42 Section 6.5. Ongoing Tax Cooperation 43 Section 6.6. Section 338(h)(10) Election. 43 Section 6.7. Tax Related Covenants 45 Section 6.8. Further Assurances 45 Section 6.9. Purchaser Conduct of Business 45
