Post-Closing Tax Returns. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Post-Closing Tax Returns with respect to the Acquired Company Assets or the Acquired Companies. The Buyer shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.
Post-Closing Tax Returns. Purchaser will prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns that are required to be filed in respect of the Transferred Assets, the Business and the Transferred Entities. Each such Tax Return to be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law, and shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) for review and comment at least thirty (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (20) days prior to the due date for filing such Straddle Period Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Sellers shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except to the extent such Taxes were included in the calculation of Final Closing Date Net Working Capital.
Post-Closing Tax Returns. Buyer shall prepare and timely file with the appropriate authorities all Tax Returns required to be filed by the Project Company that relate to a Straddle Period, and Seller shall cooperate, to the reasonable satisfaction of Buyer, in the accurate preparation and filing of such Tax Returns. Buyer shall send to Seller a copy of each such Tax Return (together with such schedules and supporting workpapers as Seller may reasonably request) and shall permit Seller to review and comment. Seller shall pay to Buyer or the Project Company, no less than five (5) days prior to the due date for the applicable Tax Return, any Pre-Closing Taxes shown on such Tax Return. Notwithstanding anything to the contrary herein, Buyer shall be entitled to timely file any Tax Return for a Straddle Period without having incorporated any unagreed upon changes to avoid a late filing of such Tax Return.
Post-Closing Tax Returns. Parent shall prepare or cause to be prepared and file all Tax Returns for the Company and the Subsidiaries that are required to be filed after the Closing Date in respect of a taxable period including or ending on the Closing Date. Parent shall permit the Shareholder Representative, at the Shareholder Representative's request, to review and comment on each such Tax Return before it is filed.
Post-Closing Tax Returns. Section 3.23(i) of the Disclosure Schedules sets forth a correct and complete list of all Tax Returns of the Company required to be filed following the Closing Date with respect to any period or portion thereof prior to the Closing Date.
Post-Closing Tax Returns. Buyer shall file all Tax Returns of the Company due after the Closing Date. Any Tax Return that is required to be prepared and filed by Buyer shall be prepared in accordance with past practice to the extent consistent with applicable Requirements of Law.
Post-Closing Tax Returns. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Post-Closing Tax Returns with respect to the Subject Entities and the Business Assets, as applicable, except with respect to such Company Joint Venture Entities where the Buyer is not, directly or indirectly, responsible for the preparation of Tax Returns pursuant to the Organizational Documents of the applicable Company Joint Venture Entity. The Buyer shall pay (or cause to be paid) any Post-Closing Taxes; provided, however, that in the case of the Company Joint Venture Entities the Buyer shall pay or cause to be paid the Buyer’s allocable share of such Post-Closing Taxes.
Post-Closing Tax Returns. Neither Parent nor any Affiliate of Parent shall file, amend, re-file or otherwise modify any Tax Return relating in whole or in part to the Company for any Pre-Closing Tax Period which results in the Seller Indemnifying Parties becoming liable for additional Taxes, without providing a copy of any such Tax Return to the Stockholder Representative not less than (15) Business Days prior to the date such Tax Return will be filed and considering in good faith the Stockholder Representative’s reasonable comments to any such Tax Return. Parent and any Affiliate of Parent shall prepare any such Tax Returns relating in whole or in part to the Company for any Pre-Closing Tax Period consistent with the past practices of the Company unless otherwise required by applicable Legal Requirements. Neither Parent nor any Affiliate of Parent shall elect to waive any carryback of the Company’s net operating losses (if any) under Section 172(b)(3) of the Code on any Tax Return of the Company filed for any Pre-Closing Tax Period (or any similar provision of local, state or non-U.S. Law), to the extent that such net operating loss is attributable to a period ending on or before the Closing Date. For all purposes, including with respect to the preparation of any Tax Returns, Parent, the Company and the Stockholder Representative agree that (i) all Transaction Deductions shall be treated as properly allocable to the taxable period or portion thereof ending on or before the Closing Date and shall be included as deductions on the Tax Returns of the Company for such period to the maximum extent permitted by applicable Legal Requirement, and (ii) such Tax Returns shall be prepared for a pre-Closing short year in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not using the “next day” rule of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B).
Post-Closing Tax Returns. Purchaser will file (or cause to be filed) all Tax Returns of the Subsidiaries required to be filed after the Closing Date, including Tax Returns for Tax periods (or portions thereof) ending on or prior to the Closing Date.
Post-Closing Tax Returns. Parent and the Company shall cooperate and use reasonable best efforts to prepare and file, as soon as practicable after the Closing Date, all federal and state income Tax Returns of the Company.
