Pre-Closing Tax Returns. From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this S...
Pre-Closing Tax Returns. Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.
Pre-Closing Tax Returns. Seller shall timely file at its expense all Tax Returns required to be filed by the Subsidiaries on or before the Closing Date.
Pre-Closing Tax Returns. Seller shall cause to be prepared and filed, at Seller’s expense, all Tax Returns for the Acquired Companies which are to be filed after the Closing Date (giving effect to any properly obtained extension) for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall be prepared in all material respects in accordance with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no later than thirty (30) days prior to the date such Pre-Closing Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s review, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax Return. None of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to the indemnification obligations set forth in Section 18(a)(i)).
Pre-Closing Tax Returns. Seller shall prepare or cause to be prepared all Tax Returns of the Company required to be filed after the Closing Date for all Pre- Closing Tax Periods (“Pre-Closing Tax Returns”). Such Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Not later than 10 days prior to the due date for filing any such Pre- Closing Tax Return (other than a Pre-Closing Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period), Seller shall deliver a copy of such Tax Return, together with supporting documentation, to Buyer, for Buyer’s review and reasonable comment. Seller will consider such comments in good faith. Buyer will cause such Pre-Closing Tax Return (as revised by Seller) to be timely filed, will pay all Taxes shown as due and payable on such Pre- Closing Tax Return and will provide a copy of such Pre-Closing Tax Return and evidence of filing to Seller. Not later than three days prior to the due date for payment of Taxes with respect to any Pre-Closing Tax Return, Seller shall pay to Buyer the amount of any Seller Taxes reflected on such Tax Return.
Pre-Closing Tax Returns. The Company shall timely prepare and file all Tax Returns of the Company required to be filed by the Company with respect to a period ending on or before the Closing Date (each such Tax Return, a “Pre-Closing Tax Return”). Parent and Buyer shall cause the Company to execute and timely file any Pre-Closing Tax Return prepared in accordance with this Section 7.2 that will be filed after the Closing Date. The cost of preparing all Pre-Closing Tax Returns shall be paid by the Company and/or the Stockholder. All such Pre-Closing Tax Returns shall be prepared and filed in a manner consistent with the past practice of the Company unless otherwise required by applicable Law. The Stockholder, the Buyer and the Parent will cooperate in good faith in connection with the exchange of information necessary for the preparation of all Pre-Closing Tax Returns.
Pre-Closing Tax Returns. Sellers shall prepare (or cause to be prepared for the Company) all Tax Returns of the Company required to be filed prior to Closing. All such Tax returns shall be prepared in accordance with past practice (unless a contrary position is required by Law), to the extent any position taken in such returns may affect the tax liability of Buyer and the Company after the Closing. Sellers shall timely pay, or cause to be paid, all Taxes relating to such Tax Returns. Seller shall provide Buyer or its designee the opportunity to review a substantially completed draft of each pre-Closing Tax Return reasonably prior to the filing of the applicable pre-Closing Tax Return, and reasonable access to the Person(s) actually responsible for preparing the same; provided, however, that the foregoing rights provided to Buyer (or its designee) will in no way affect (whether or not and regardless of the extent to which Buyer exercises such rights) the nature and scope of any of the representations, warranties, covenants and indemnities of Sellers contained in this Agreement.
Pre-Closing Tax Returns. (a) The Parties will cooperate in connection with the preparation and filing of any Tax Return, form or statement of a Group Company with respect to the Pre-Closing Date Tax Period and any administrative proceeding involving any such Tax Return, form or statement, including providing information and documents reasonably requested by any Party.
(b) The Purchaser will, at its own cost and expense, have with reference to Clause 12.8(c) the sole control of the preparation and filing of all Tax Returns, forms or statements of each Group Company to the extent they relate to the Pre-Closing Date Tax Period (“Relevant Returns”).
(c) The Purchaser must procure that each Relevant Return is prepared in a manner consistent and under specified consideration of the Sellers’ interests with the requirements of any Tax law and must deliver each Relevant Return to the Sellers as soon as it is available, but no later than 20 Business Days before it is due to be filed, for the Sellers’ review and comment. If the Sellers object to any items in the Relevant Return they must notify the Purchaser of the objection as soon as it is aware of the objection but in any event no later than 10 Business Days before the Relevant Return is due to be filed.
(d) If the Sellers notify the Purchaser of an objection to a Relevant Return, the Sellers and the Purchaser must attempt in good faith to resolve the dispute. If the Parties cannot resolve any such dispute within 10 Business Days of the objection being notified, then the dispute must be resolved in accordance with the procedure in Clause 12.9(b).
(e) The Purchaser must procure that each Relevant Return is filed by the due date for filing. If a Relevant Return is due before the date a disputed item is resolved under Clause 12.10(d), the Purchaser must procure that the return is filed as prepared and must procure that an amended return, which reflects the resolution of the disputed items (either as resolved by agreement or by the Tax Expert), is filed immediately after the disputed items are resolved.
(f) The Purchaser shall and shall procure that Group Companies which are part of VAT tax groups (umsatzsteuerliche Organschaft) with Seller I forward to Seller I immediately upon reception the original of all invoices for the supply of goods and services received by the Group Companies which are part of VAT tax groups with Seller I after Closing Date (the latest point in time at which the VAT tax groups is terminated for VAT purposes) for the ...
Pre-Closing Tax Returns. The Company shall timely file at its expense all Tax Returns required to be filed by the Company on or before the Closing Date; provided, however, that, after the date hereof, the Company shall not file any such Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state or local sales, use, property, withholding or employment tax returns or statements) for any Tax period without prior consent from Parent, which consent shall not be unreasonably withheld.
Pre-Closing Tax Returns. The Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns (x) with respect to the Acquired Company Assets (other than those of the Javelina Partnerships) or Acquired Companies (other than the Javelina Partnerships) and (y) to the extent it has the Legal Right, with respect to the Javelina Partnerships or the Acquired Company Assets thereof. The Seller shall pay or cause to be paid (A) any Taxes due with respect to those Tax Returns described in Section 9(b)(x) and (B) the Javelina Percentage Interest of any Taxes due with respect to those Tax Returns described in Section 9(b)(y).
