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

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 for all Pre-Closing Periods. The Sellers shall timely pay all taxes shown to be due and payable on such Tax returns. (b) Any refund of taxes of the Company which are allocable pursuant to this Agreement to (i) a Post-Closing Straddle Period shall be for the account of the Purchaser and (ii) a Pre-Closing Straddle Period shall be for the account of such Seller. Such Seller shall promptly pay to the Purchaser, and the Purchaser shall promptly pay (or cause to be paid) to such Seller, the amount of any such refund received by such Seller or the Purchaser, as the case may be, to the extent such other party is entitled to such refund pursuant to this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Macquarie Infrastructure Assets LLC), Stock Purchase Agreement (Macquarie Infrastructure CO Trust)

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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. (b) Any refund of taxes of the Company or any of the Subsidiaries which are allocable pursuant to this Agreement to (i) a Post-Closing Straddle Period shall be for the account of the Purchaser and (ii) a Pre-Closing Straddle Period shall be for the account of such Seller. Such Seller shall promptly pay to the Purchaser, and the Purchaser shall promptly pay (or cause to be paid) to such Seller, the amount of any such refund received by such Seller or the Purchaser, as the case may be, to the extent such other party is entitled to such refund pursuant to this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Macquarie Infrastructure CO Trust), Stock Purchase Agreement (Macquarie Infrastructure CO Trust)

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Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers Seller 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 for all Pre-Closing Periods. The Sellers Seller shall timely pay all taxes shown to be due and payable on such Tax returns. (b) Any refund of taxes of the Company which are allocable pursuant to this Agreement to (i) a Post-Closing Straddle Period shall be for the account of the Purchaser and (ii) a Pre-Closing Straddle Period shall be for the account of such the Seller. Such The Seller shall promptly pay to the Purchaser, and the Purchaser shall promptly pay (or cause to be paid) to such the Seller, the amount of any such refund received by such the Seller or the Purchaser, as the case may be, to the extent such other party is entitled to such refund pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Macquarie Infrastructure CO Trust)

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