Post-Closing Returns. Buyer shall, at Buyer’s expense, prepare or cause to be prepared, and file, or cause to be filed, all Tax returns of the Company for all periods beginning after the Closing Date.
Post-Closing Returns. Buyer shall prepare, sign and file all tax returns, for any type of Tax, which returns are required to be filed for all periods ending after the Closing Date, including state tax returns which include the period October 28, 2001 through the Closing Date ("straddle returns"), subject to Seller's review of such straddle returns. Buyer shall also prepare, sign and file all local tax returns (whether for periods ending before or after the Closing Date).
Post-Closing Returns. Subject to Section 6.02(c), Buyer shall prepare or shall cause to be prepared all Tax Returns for Post-Closing Tax Periods required by applicable Law to be filed by the Company Group after the Closing Date and shall be responsible for the timely filing (taking into account any extensions received from the relevant tax authorities) of all such Tax Returns, it being understood that all Taxes indicated as due and payable on such returns shall be the responsibility of Buyer and shall be paid or will be paid by Buyer as when required by Law.
Post-Closing Returns. (i) After the Closing, the Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by or with respect to each of the Company and its Subsidiaries for all periods ending on, before or including the Closing Date and with due dates (including extensions) after the Closing Date (collectively, the "Post- ---- Closing Returns"). The Purchaser shall provide the Stockholders' --------------- Representative with a draft of each Post-Closing Return at least ten (10) days prior to the filing thereof and shall make any changes requested by the Stockholders' Representative so long as such changes either (A) do not adversely affect positions that the Purchaser may be entitled to take in any future Tax Returns or (B) are consistent with the Company's and its Subsidiaries' Tax Returns filed prior to the Closing Date; provided that -------- the Stockholders' -34- Representative shall notify the Purchaser of any proposed changes within five (5) days after its receipt of such draft Tax Return; and provided -------- further that any requested changes shall be both reasonable and proper, as ------- reasonably determined by the Purchaser.
(ii) At least three (3) Business Days prior to the due date of any payment of Taxes required to be made with respect to any Post-Closing Return, the Stockholders jointly and severally shall pay to the Purchaser, in cash, an amount equal to the amount by which the portion of any such payment that is attributable to any period ending on or prior to the Closing Date exceeds the accrual for currently payable Taxes shown on the Closing Balance Sheet (to the extent such accrual has not otherwise been applied to any prior amounts payable by the Stockholders hereunder).
(iii) In the event the Company receives a refund after the Closing Date that is attributable to a Tax Return filed for a period ending on or prior to the Closing Date, the Purchaser, within ten (10) Business Days after its receipt of such refund, shall pay to the Stockholders' Representative, in cash, an amount equal to such refund; provided, however, -------- ------- that the Purchaser shall not be obligated to make any payment pursuant to this Section 7.6(a)(iii) if the Stockholders are not in full compliance with their respective obligations set forth in this Section 7.6. In the event a payment is made to the Stockholders' Representative pursuant to this Section 7.6(a)(iii), the Stockholders' Representative then shall be responsible ...
Post-Closing Returns. Buyer shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns of Company relating to periods ending after the Closing Date or related to the Straddle Period and shall pay (i) all Taxes of the Company for any taxable year or period commencing after the Closing Date; and (ii) all Taxes of the Company for any Straddle Period (other than Taxes attributable to the Pre-Closing Period which if paid by Buyer pursuant to this Section 13.1 shall be promptly reimbursed by Sellers). Buyer shall provide a copy of any such Tax Returns relating to the Straddle Period at least thirty (30) days prior to the date on which it is filed and Sellers shall have the opportunity to comment on and request changes to such Tax Return within five (5) business days after receipt of such Tax Return. Buyer shall make all adjustments necessary to comply with the terms of this Agreement and shall in good faith consider all other comments and changes requested by Sellers.
Post-Closing Returns. Sabratek shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of LWI required to be filed for all taxable years or periods that end after the Closing Date.
Post-Closing Returns. Buyer, the Company and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns filed after the Closing Date and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon any Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records.
Post-Closing Returns. Purchaser shall prepare or shall cause to be prepared all Tax Returns required by applicable law to be filed (A) by the Target Entities or any of their Subsidiaries or (B) with respect to the Acquired Assets, for taxable periods (or portions thereof) ending after the Closing Date (the “Post-Closing Tax Period”) and shall be responsible for the timely filing (taking into account any extensions received from the relevant Taxing Authorities) of all such Tax Returns.
Post-Closing Returns. (a) Graphic shall prepare and file all federal and state income tax returns for the Surviving Corporation for all tax periods beginning on or after the Closing Date. Such returns will be filed on the basis of the income allocations described in Section 5.7 above.
(b) Graphic shall include the results of the respective operations of the Surviving Corporation in any separate state or local income tax return for any taxable year which is due after the Closing Date and to file such returns on a timely basis. Graphic shall pay, or cause to be paid, all local income and franchise taxes (including interest and penalties relating thereto) shown as due on any such return with respect to the Surviving Corporation.
(c) Graphic shall cause all tax returns relating to the Surviving Corporation to be filed on the basis of treating the Mergers as tax free mergers pursuant to Sections 368(a)(1)(A) and (a)(2)(D) of the Code.
Post-Closing Returns. (a) Graphic shall cause QAC to prepare and file all federal and state income tax returns for the Surviving Corporation for all tax periods beginning on or after the Closing Date. Such returns will be filed on the basis of the income allocations described in Section 5.7 above.
(b) Graphic shall cause QAC to include the results of the respective operations of the Surviving Corporation in any separate state or local income tax return for any taxable year which is due after the Closing Date and to file such returns on a timely basis. Graphic shall pay, or cause to be paid, all local income taxes (including interest and penalties relating thereto) shown as due on any such return with respect to the Surviving Corporation.
