Preparation and Filing of Tax Returns and Payment of Taxes. (a) Purchaser shall prepare and timely file or cause the Company to prepare and timely file all Tax Returns required by Law to be filed by the Company for all Straddle Periods (such Tax Returns, which shall specifically exclude any income Tax Return which reports the activities of the Company, the “Straddle Period Tax Returns”). Purchaser shall deliver drafts of all such Straddle Period Tax Returns to Seller for its review at least twenty (20) days prior to the due date of any such Tax Return (taking into account valid extensions) and shall notify Seller of Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period (determined in accordance with Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Seller’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. If Seller shall dispute any item on such Tax Return, it shall notify Purchaser (by written notice within ten (10) days of receipt of Purchaser’s calculation) of such disputed item (or items) and the basis for its objection. If Seller does not object by written notice within such period, Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof.
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries), except as required by a change in the applicable Law or regulations.
Preparation and Filing of Tax Returns and Payment of Taxes. (a) Parent and Seller shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the MGM Acquired Entities for taxable years ending on or prior to the Closing Date (such Tax Returns, the “Pre-Closing Period Tax Returns”). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with prior practices, except as required by applicable Law. If any such Pre-Closing Tax Returns are due after the Closing, the Parent and Seller shall submit drafts of such returns to the Purchaser for its review at least ten days prior to the due date of any such Tax Return; provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to Purchaser’s review and approval, which approval shall not be unreasonably withheld or delayed. Purchaser shall cause each of the MGM Acquired Entities to furnish information to Parent and Seller, as reasonably requested in writing by Parent or Seller, to allow Parent and Seller to satisfy their respective obligations under this Section 8.2(a) and Section 8.4(b). Purchaser shall file such Pre-Closing Period Tax Returns due after the Closing Date with the appropriate taxing authorities.
Preparation and Filing of Tax Returns and Payment of Taxes. (a) Seller shall prepare or cause to be prepared and shall timely file or cause to be timely filed all required Tax Returns relating to the Company with respect to any Pre-Closing Tax Period, provided, that such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a manner consistent with past practice. No later than thirty (30) days prior to filing any such Tax Return (including any extension thereof), Seller shall submit such Tax Return to the Purchaser for its review, comment, and consent. Seller shall make any revisions as are reasonably requested by Purchaser. Seller shall timely pay or cause to be paid any Taxes shown to be due on any such Tax Returns. If any Tax Returns required to be filed by Seller under this Section 8.02 are due after the Closing Date, and Seller is not authorized by Law to file such Tax Returns, Seller shall submit such Tax Returns to Purchaser at least three (3) days prior to the due date for such Tax Return, and Purchaser shall file such Tax Returns with the appropriate Governmental Entity.
Preparation and Filing of Tax Returns and Payment of Taxes. (a) Sellers shall prepare and file (i) all income Tax Returns with respect to the Acquired Companies for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Acquired Companies for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Acquired Companies including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Acquired Companies, except as required by a change in the applicable Law or regulations.
Preparation and Filing of Tax Returns and Payment of Taxes. (a) The Seller shall be responsible for the preparation and filing of all Tax Returns with respect to the Company for all Taxes. All such Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Company), except as required by a change in the applicable law or regulations. The Purchaser shall, or shall cause the Company to, pay all amounts shown to be due on such Tax Returns.
Preparation and Filing of Tax Returns and Payment of Taxes. (a) The Company shall prepare and timely file (or cause to be prepared and timely filed), all Tax Returns for all Pre-Closing Periods (including estimated Tax Returns) required to be filed by the Company on or prior to the Closing Date and the Sellers' Representative shall prepare and timely file (or cause to be prepared and timely filed) all U.S. federal income Tax Returns of the Company for all Pre-Closing Periods (such Tax Returns, the "Pre-Closing Period Tax Returns"). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Company, except as required by applicable Law. The Company shall pay or shall cause to be paid all Taxes due and payable in respect of all such Pre-Closing Period Tax Returns, except for Taxes subject to indemnification under Section 10.1(a). The Purchaser shall have the right to review such Pre-Closing Tax Returns, to the extent such Pre-Closing Tax Returns contain any item that could affect the Taxes of the Company or the Purchaser in any post-Closing period.
Preparation and Filing of Tax Returns and Payment of Taxes. (i) Seller shall prepare and timely file or cause the Company to prepare and timely file (including extensions) all Tax Returns with respect to the Company for any Pre-Closing Period to the extent such Tax Returns are required to be filed on or prior to the Closing Date and shall pay or cause to be paid all Taxes reflected thereon. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Company), except as required by a change in the applicable Law or regulations or as consented to by Buyer. Seller shall deliver all such Tax Returns to Buyer for Buyer’s review at least twenty (20) days prior to the due date (including extensions) of any such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer.
Preparation and Filing of Tax Returns and Payment of Taxes. (i) The Newco Shareholders shall pay and be liable for all Taxes owed by Newco for all periods up to and including the Closing Date except to the extent such Taxes are deducted from the portion of the Purchase Price payable to the Newco Shareholders or paid to Buyer following the Closing Date pursuant to Section 2.6. The
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of all Tax Returns with respect to the Company for any Tax period ending on or prior to the Closing Date to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Company), except as required by a change in the applicable law or regulations. ASC shall deliver to Buyer a preliminary draft of all such Tax Returns with respect to Pre-Closing Periods for Purchaser’s review at least 15 days prior to the due date of such Tax Return for its review and approval, not to be unreasonably withheld.
