Preparation of Returns and Payment of Taxes. The Seller and Compression shall prepare and timely file (taking into account the extension of any due date) all Returns and amendments thereto required to be filed by them and the Seller's Group on or before the Closing Date. The Seller, Compression, and each member of the Seller's Group shall pay and discharge all Taxes upon or against it or any of its properties or assets before such Taxes shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) such Taxes are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any material adverse effect upon the business, operations, results of operation, assets or financial condition of Compression or any member of the Seller's Group; and (b) Compression shall have set aside on its books reserves (segregated to the extent required by sound accounting practice) in the amount of the demanded principal imposition (together with interest and penalties relating thereto, if any).
Preparation of Returns and Payment of Taxes. Seller and the Company shall prepare and timely file all Tax Returns and amendments thereto required to be filed by them and the Seller Group on or before the Closing Date. Purchaser shall have a reasonable opportunity to review prior to filing all Tax Returns and amendments thereto. Seller, the Company and each member of the Seller Group shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets due for periods ending on or prior to the Closing Date, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (i) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any material adverse effect upon the condition (financial or otherwise) or operations of the Company or any member of the Seller Group; and (ii) the Company shall have set aside on its books reserves (segregated to the extent required by sound accounting practice) in the amount of the demanded principal imposition (together with interest and penalties relating thereto, if any).
Preparation of Returns and Payment of Taxes. (a) Buyer's Responsibility for Preparation Tax Returns and Payment of Taxes. Except as specified in Section 5.5(b) below, the Buyer shall prepare or cause to be prepared on behalf of the Company, at no expense to the Sellers, all Tax Returns required to be filed after the Closing Date, and shall timely pay or cause to be paid all Taxes shown to be due thereon.
Preparation of Returns and Payment of Taxes. Holdings shall prepare and timely file all Returns and amendments thereto required to be filed by the Bordxx Xxxporations on or before the Closing Date. Parent shall have a reasonable opportunity to review any such Returns to the extent that such Returns do not include or relate to any corporation or group of corporations other than the Bordxx Xxxporations. Bordxx xxx each of the Bordxx Xxxporations shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon prior to the Closing Date, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any Material Adverse Effect; and (b) Holdings shall have set aside on its books reserves (segregated to the extent required by sound accounting practice)
Preparation of Returns and Payment of Taxes. (a) Returns for which the Closing Date or a Date Prior to the Closing Date is the End of a Taxable Period. Seller shall prepare and file any Federal, state or local Tax Return for any Pre-Closing Period of the Company (including any consolidated, combined or unitary Return that includes the Company) that ends prior to or on the Closing Date, and shall pay all Taxes shown to be due thereon, and shall receive the benefit of any refund shown to be due thereon.
Preparation of Returns and Payment of Taxes. Seller and Seller ------------------------------------------- General Partner shall prepare and timely file all Returns and amendments thereto required to be filed by them and the Group for any taxable period that both begins before and ends on or before the Closing Date. Holdings shall have a reasonable opportunity to review all Returns and amendments thereto. Each of Seller, Seller General Partner and each member of the Group shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets for such taxable period, before the same shall become delinquent and before penalties accrue thereon.
Preparation of Returns and Payment of Taxes. The Company shall prepare and timely file all Returns and any amendments thereto required to be filed by it on or before the Closing Date. Parent shall have a reasonable opportunity to review prior to filing all such Returns and amendments. The Company and each member of the Group (as defined in Section 2.21(a)(i)) shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and so long as:
Preparation of Returns and Payment of Taxes. Acorn shall prepare and timely file, subject to Horizon's review and approval, all federal and Pennsylvania Returns and amendments thereto required to be filed by it on or before the Closing Date. Acorn shall pay and discharge all federal and Pennsylvania Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any material adverse effect upon the condition (financial or otherwise) or operations of Acorn; and (b) Acorn shall have set aside on its books reserves (segregated to the extent required by sound accounting practice) in the amount of the demanded principal imposition (together with interest and penalties relating thereto, if any).
Preparation of Returns and Payment of Taxes. Seller shall cause the Company to prepare and timely file all Returns of the Company and amendments thereto required to be filed by them for tax periods which end on or before the Closing Date. Purchaser shall have a reasonable opportunity to review all Returns and amendments thereto. Seller shall cause the Company to pay and discharge all Taxes against it or any of its properties or assets, and all liabilities at any time existing, before they become delinquent and before penalties accrue, except to the extent and as long as: (a) they are being contested in good faith and by appropriate proceedings pursued diligently and in a manner so as not to cause any material adverse effect upon the condition (financial or otherwise) or operations of the Company; and (b) the Company shall have set aside on its books reserves (segregated to the extent required by sound accounting practice) in the amount of the demanded principal imposition (together with interest and penalties relating thereto, if any).
Preparation of Returns and Payment of Taxes. (a) Seller shall prepare (or cause to be prepared) and shall timely file (or cause to be timely filed) any Tax Returns that include Seller required to be filed for Tax periods ending on or before the Closing Date, including, but not limited to, IRS Form 1120 for the 2003 Tax year and IRS Form 1139 for the loss carryback resulting from the filing of 2003 form 1120. Seller shall timely pay (or cause to be timely paid) all Taxes shown on such Tax Returns, subject to the Company’s responsibility to make tax sharing payments to Seller for the Company’s share of Taxes shown on such Tax Returns, as provided for in Section 7.4.
