Other Returns. Buyer and Seller shall cause the Acquired Companies to, at the Acquired Companies’ own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Acquired Companies (other than the Tax Returns that are prepared by Seller pursuant to Section 6.1(a) above) that are required to be filed after the Closing with respect to taxable periods beginning on or before the Closing Date or any period commencing after the Closing, and, subject to the right to payment from Seller pursuant to this Section, Buyer and Seller shall cause the Acquired Companies to pay, all Taxes shown as due on those Tax Returns. Seller shall reimburse the Acquired Companies for all Taxes shown on Tax Returns of the Acquired Companies (other than the Tax Returns that are prepared by Seller pursuant to Section 6.1(a) above) for all periods (or portions thereof) ending on or prior to the Closing Date which are filed after the Closing Date, but Seller shall be credited for any estimated tax payments made by it prior to Closing. For Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”), Seller shall reimburse Buyer for an amount equal to the Pre-Closing Taxes due with respect to any such Tax Returns filed by the Acquired Companies and payable by such Acquired Companies. Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect to the preparation and filing of any Tax Returns of the Acquired Companies for any taxable period ending on or prior to the Closing Date and for a pro rata share of any Tax Returns of the Acquired Companies for a Straddle Period. Any amounts owed by Seller to Buyer or the Acquired Companies pursuant to this Section 6.1(b) shall be paid by Seller within thirty (30) Business Days of Buyer’s request therefor. Buyer and Seller shall cause each Acquired Company to timely pay all such Taxes on or prior to their due date. With respect to a Straddle Period, such Pre-Closing Taxes shall be calculated as follows: for purposes of this Section 6.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, th...
Other Returns. (a) Except as otherwise provided herein or as the parties hereto may otherwise agree, TECHNOLOGIES shall have exclusive authority and responsibility to prepare and file all tax returns by or on behalf of it and any member of the TECHNOLOGIES Subgroup, other than Consolidated Returns and Combined Returns subject to the provisions of Section 2.1. ELECTRONICS shall provide (and shall cause each ELECTRONICS Subgroup member and their representatives to provide) reasonable access to books, records, returns and other information to the extent necessary to permit TECHNOLOGIES timely to prepare and file such tax returns and shall otherwise cooperate as reasonably requested by TECHNOLOGIES in connection with the preparation and filing of such returns.
(b) TECHNOLOGIES shall be liable, and shall indemnify ELECTRONICS and each other member of the ELECTRONICS Subgroup, for any penalties or other damages attributable to the failure of TECHNOLOGIES to make timely filings of tax returns for which it is responsible under this Section 2.2(b) or full and timely payment of amounts shown to be due thereon, provided that ELECTRONICS and the ELECTRONICS Subgroup members have complied with their obligations to provide information and otherwise cooperate as provided hereunder.
Other Returns. All other Tax Returns not described elsewhere in ------------- this Section 2.02 that are required to be filed for Pre-Drop-down Taxable Periods, including Tax Returns in respect of Transaction Taxes and Joint Tax Returns (other than CST and MMI Joint Tax Returns), shall be prepared and filed by the party responsible under the appropriate law of the taxing jurisdiction.
Other Returns. The DISTRIBUTOR shall otherwise not have the right to return the Product(s) to the Manufacturer, without the written authorization of the Manufacturer. The Manufacturer will accept return only on Product(s) authorized by the Manufacturer in writing to be returned.
Other Returns. KCSI shall timely file or cause to be filed all other Tax Returns required with respect to the KCSI Group, and Xxxxxxxx shall timely file or cause to be filed all other Tax Returns with respect to the Xxxxxxxx Group.
Other Returns. UCC and its Subsidiaries shall be solely responsible for filing all tax returns not described in subsections (b) and (c) of this Section 3 and that relate solely to UCC and/or its Subsidiaries.
Other Returns. In the case of any Final Determination regarding a ------------- Tax Return other than a Joint Tax Return described in Section 3.03(a):
(i) MMI Holdings (or a member of the MMI Group) shall pay any Tax Deficiency to the appropriate taxing authority, and shall be entitled to receive and retain all Tax Refunds, for all periods with respect to Tax Returns that include only Tax Items primarily related to the MMI Business in accordance with the principles set forth in Section 3.01.
(ii) CST Holdings (or a member of the CST Group) shall pay any Tax Deficiency to the appropriate taxing authority, and shall be entitled to receive and retain all Tax Refunds, for all periods with respect to Tax Returns that include only Tax Items primarily related to the CST Business in accordance with the principles set forth in Section 3.01.
(iii) Stream shall pay any Tax Deficiency to the appropriate taxing authority, and shall be entitled to receive and retain all Tax Refunds, for all periods with respect to Tax Returns that include Tax Items primarily related to the Stream Business in accordance with the principles set forth in Section 3.01.
(iv) Any Tax Deficiency or Tax Refund with respect to other Tax Returns shall be paid by, or shall be received and retained by, the parties in accordance with the principles set forth in Section 3.01.
Other Returns. All other Tax Returns not described elsewhere in this Section 2.02, including separate state returns, local tax returns and payroll tax returns ("Other Tax Returns"), required to be filed for all Pre-Distribution Taxable Periods, that have not been filed prior to the Distribution Date, shall be prepared and filed by the party which prepared and filed such Other Tax Return for the most recent period for which such Other Tax Return was filed, or, if no such Other Tax Return was filed in such period, the party responsible under the appropriate law of the taxing jurisdiction. The parties hereto intend that, under this Section 2.02(d), no member of the Spinco Group shall be responsible for preparing or filing such Other Tax Returns that are currently prepared and filed by or on behalf of members of the Adjusted MMS Group, including any sales, use or property Tax Returns. Schedule 2.02
Other Returns. All Other Tax Returns that are required to be ------------- filed for Straddle Periods shall be prepared and filed by the party which prepared and filed such Tax Return for the most recent period for which such Tax Return was filed or if no such Tax Return was filed in such period, the party responsible under the appropriate law of the taxing jurisdiction. Schedule 2.02(d) sets forth the agreed-upon list of Tax Returns that have been filed for the most recent periods. The parties hereto intend that, under this Section 2.03(d), no member of the Spinco Group shall be responsible for preparing or filing such Tax Returns that are currently prepared and filed by members of the Adjusted MMS Group, including any sales, use or property Tax Returns.
Other Returns. The Sellers shall be responsible for, shall indemnify and defend the Purchaser with respect to and provide for the payment of (and shall be entitled to any refund of) all other income and franchise Taxes due with respect to the Companies and their subsidiaries for all Tax periods ending on or before the Closing Date (other than any such Taxes arising from any act or omission (other than the Section 338(h)(10) Elections) by the Purchaser or, after the Closing, either Company or any of its subsidiaries). With respect to any income or franchise Tax Return covering a taxable period ending on or before the Closing Date that is required to be filed after the Closing Date with respect to either Company or any of its subsidiaries that is not described in paragraph (a)(i) above, the Sellers shall cause such Tax Return to be prepared and shall cause to be included in such Tax Return all Tax Items required to be included therein. The Sellers shall deliver to the Purchaser a copy of each such Tax Return at least thirty (30) business days prior to the due date for the filing of such Tax Return in accordance with the Pre-Filing Review Procedure described in Section 4.4(d). Promptly upon the finalization of the return in accordance with the Pre-Filing Review Procedure and in any case prior to the time such Tax Return is filed, the Sellers shall deliver an original of such Tax Return and the amount
