Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.
Preparation and Filing of Tax Returns; Payment of Taxes a. LTC shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities (i) all federal and state Income and Other Tax Returns of the LTC Group and any member or members thereof for all taxable years and periods ending on or before the Closing Date; and (ii) all federal and state Income and Other Tax Returns of LTC for all taxable years and periods beginning after the Closing Date. LTC shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (a). LTC shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the LTC Assets for all taxable years and periods.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date.
Preparation and Filing of Tax Returns; Payment of Taxes. Until the Closing Date, the Seller (i) shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case of the Subsidiaries only if such return first became due to be filed after the Chicago Closing Date or the Aladdin Closing Date, as applicable, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Subsidiaries to promptly prepare and file all Tax Returns of the Subsidiaries which, to the Knowledge of the Seller, are delinquent and not yet filed as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in clause (i) of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), and that include periods before the Closing Date. The Purchaser shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in the preceding sentence. Neither party may amend any Tax Return if the amended Tax Return would adversely affect the other party's Tax liability or obligations hereunder without the prior written consent of the other party.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers shall prepare or cause to be prepared all Tax Returns of the Company Entities for any taxable period that ends on or prior to the Closing Date that are due to be filed (taking into account extensions) after the Closing Date, and shall pay or cause to be paid all Taxes shown due thereon. Such Tax Returns shall be prepared in accordance with the past custom and practice of the Company Entities in preparing their Tax Returns except as otherwise required by applicable Law. To the extent any such Tax Return is required to be filed by a Company Entity, the Sellers shall deliver such Tax Return to the Company at least thirty (30) Business Days prior to the due date for filing such Tax Return (taking into account extensions), and the Company will thereupon timely file or cause to be timely filed such Tax Return. The Sellers shall provide a copy to Purchaser of, and permit Purchaser to review and comment on, each such Tax Return at least fifteen days in the case of income Tax Returns, and at least fifteen (15) days in the case of other types of Tax Returns, prior to filing, and Sellers shall incorporate any timely and reasonable comments requested by Purchaser to the extent such comments and the related Tax treatment (i) are in accordance with applicable Tax Law, (ii) could have any material effect on the amount of Taxes in any post-Closing period for which Purchaser is liable, and (iii) will not materially increase the amount of Taxes for the Sellers for any Pre-Closing Tax Period or the portion of any Straddle Period prior to the Closing Date.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers shall prepare and file (in each case, at its own cost and expense and in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries for all Pre-Closing Periods. The Sellers shall timely pay all taxes shown to be due and payable on such Tax returns.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, at its expense, shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Company required to be filed (taking into account extensions) prior to the Closing Date. Such Tax Returns shall be prepared in a manner consistent with the Company’s past practice, except as required by applicable Law.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Parent shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for the Company that are required to be filed (taking into account extensions) after the Closing Date. The Parent shall make or cause to be made all payments required with respect to any such Tax Returns.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) For any period ending on or before Closing, PKI shall submit the Tax Returns for PKI Indonesia (and such additional information regarding such Tax Returns as may reasonably be requested by Buyer) to Buyer (and PKI Indonesia) for filing at least twenty (20) business days in advance of the due date of such filing to allow Buyer and PKI Indonesia to review, comment, and object to such Tax Return based on the Buyer’s reasonable review thereof. All such PKI Indonesia Tax Returns shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by law. In the event of any objection by Buyer, Buyer and PKI shall negotiate in good faith in an attempt to resolve such objection to the reasonable satisfaction of both parties and, if they are unable to resolve such dispute within five (5) business days, Buyer shall file such Tax Return in the manner prescribed by PKI; provided, however, that if Buyer is advised by counsel that the filing of any Tax Return and the reporting on such Tax Return in the manner proposed by PKI may subject Buyer to any penalties, Buyer may file such Tax Return in a manner which shall be as consistent as possible with the position taken by PKI but which would not subject Buyer or PKI Indonesia to a material risk of the imposition of penalties in the view of such counsel. PKI shall be responsible for the preparation and filing of all Tax Returns for Sellers for all periods (including the consolidated, unitary, and combined Tax Returns for Sellers which include the operations of the Business for any period ending on or before the Closing Date) and for all Tax Returns of PKI Indonesia for all taxable periods that end on or before the Closing Date. Sellers shall make or cause to be made all payments required with respect to any such Tax Returns. Buyer shall promptly reimburse Sellers for the amount of any such Taxes paid by Sellers to the extent such Taxes are attributable (as determined under Section 9.2 hereof) to periods following the Closing Date.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) Each Seller will report as part of its Tax Returns the transactions and results of the operations of the Business and the Acquired Assets for taxable periods or portions thereof ending on or prior to the Closing Date and Sellers shall pay any and all Taxes attributable thereto.
