Common use of Preparation and Filing of Tax Returns and Payment of Taxes Clause in Contracts

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. (ai) Parent and To the extent not filed prior to the Closing Date, Seller shall prepare and timely file (or cause to be prepared and timely filedprepared) all Tax Returns required to be filed by the MGM Acquired Entities of Altama and its Subsidiaries for any taxable years period ending on or prior to before December 31, 2007 (including the consolidated Federal income Tax of the affiliated group (within the meaning of Section 1504 of the Code) of which Seller is the common parent and any similar state or local Tax Returns) (each such period, a “Pre-Closing Date (Period” and such Tax Returns, the “Pre-Closing Period Tax Returns”). All such Pre-Closing Period Tax Returns shall be prepared with respect to Altama and filed its Subsidiaries in a manner that is consistent in all material respects with the prior practicespractice of Seller, except as required by applicable Law. If any such Pre-Closing Tax Returns are due after the Closinglaw, 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 PurchaserBuyer’s review and approval, 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 In order to permit Buyer’s review and approval, no later than thirty (30) days prior to the due date (taking into account any valid extensions thereof) (“Due Date”) for the filing of such Tax Return, Seller shall file submit, or cause to be submitted, a draft of such Pre-Closing Period Tax Return to Buyer. Buyer shall have fifteen (15) days to object to Seller in writing to the filing of Pre-Closing Tax Return, provided that it may not object unless the Pre-Closing Tax Returns due after the Closing Date are not prepared in a manner consistent in all material respects with the appropriate taxing authoritiesprior practice of Seller, except as required by applicable law. Any such written objection shall contain a reasonably detail statement of the failure to so comply.

Preparation and Filing of Tax Returns and Payment of Taxes. (a) Parent and Seller MRG shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required by Law to be filed by the MGM Acquired Entities Company 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 Period Tax Returns are due after the Closing, the Parent and Seller MRG shall submit drafts of such returns (including the portion of any Tax Return that relates to the Purchaser Company for any Company Group of which the Company is not the parent) to Parent for its review at least ten (10) days prior to the due date of any such Tax ReturnReturn (taking into account valid extensions); provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to PurchaserParent’s review and approvalapproval within ten days (10) of receipt of such Tax Return, which approval shall not be unreasonably withheld or delayed. Purchaser Parent shall cause each of the MGM Acquired Entities Company to, and shall use reasonable efforts to cause MotorCity to, furnish information to Parent and SellerMRG, as reasonably requested in writing by Parent or SellerMRG, to allow Parent and Seller MRG to satisfy their respective obligations under this Section 8.2(a9.02(a) and Section 8.4(b9.04(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) Parent and Seller MRG shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required by Law to be filed by the MGM Acquired Entities Company 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 Period Tax Returns are due after the Closing, the Parent and Seller MRG shall submit drafts of such returns (including the portion of any Tax Return that relates to the Purchaser Company for any Company Group of which the Company is not the parent) to Parent for its review at least ten (10) days prior to the due date of any such Tax ReturnReturn (taking into account valid extensions); provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to Purchaser’s Parent's review and approvalapproval within ten days (10) of receipt of such Tax Return, which approval shall not be unreasonably withheld or delayed. Purchaser Parent shall cause each of the MGM Acquired Entities Company to, and shall use reasonable efforts to cause MotorCity to, furnish information to Parent and SellerMRG, as reasonably requested in writing by Parent or SellerMRG, to allow Parent and Seller MRG to satisfy their respective obligations under this Section 8.2(a9.02(a) and Section 8.4(b9.04(b). Purchaser shall file such Pre-Closing Period Tax Returns due after the Closing Date with the appropriate taxing authorities.