Preparation of Tax Returns; Payment of Taxes. (i) IDX shall (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. consolidated federal income Tax Returns of IDX required to be filed after the date hereof for all taxable periods ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX shall pay any and all Taxes due with respect to such Tax Returns. All Tax Returns described in this Section 11.3(b)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed Tax Returns at least 10 days prior to the filing date, and Allscripts shall be provided an opportunity to review such Tax Returns and supporting workpapers and Schedules prior to the filing of such Tax Returns. The failure of Allscripts to propose any changes to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f) which shall be binding on the parties.
Preparation of Tax Returns; Payment of Taxes. (a) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, if any, shall be borne equally by the Estates and the Buyer; provided, however, that if any such Taxes are reflected as an "accrued expense and other" liability in the calculation of the Final Working Capital or arise as a result of Section 12.10, the Buyer shall be responsible for all such Taxes. All Taxes referred to in this Section 8.02 shall be paid by the Company when due, and the Company shall file, or cause to be filed, all necessary Tax Returns and other documentation with respect to any such transfer, documentary, sales, use, stamp, registration and other Taxes and fees. The Estates or the Estate Representative shall promptly pay the portion of such Taxes for which it is responsible pursuant to this Section 8.02(a) to the Buyer after the Buyer furnishes the Estates or the Estate Representative with a copy of the applicable Tax Return and any other supporting documentation.
Preparation of Tax Returns; Payment of Taxes. (a) Subject to Section 6.16, the Purchaser shall prepare and file (at Purchaser’s expense) all income Tax Returns relating to the Company or any Company Subsidiary for Tax Periods ending on or before the date of the Closing that are due after the Closing Date, and shall file such Tax Returns for (i) the Tax Period ended September 30, 2020 within one hundred fifty (150) days of Closing and (ii) the stub Tax Period thereafter ending on the Closing Date within one hundred eighty (180) days of the Closing. Sellers Representative shall have no less than fifteen (15) days to review and comment on such Tax Returns prior to filing. Except as otherwise provided in this Agreement, such Tax Returns shall be prepared on a basis consistent with those prepared for prior Tax Periods unless a different treatment of any item is required by Law. The Sellers shall pay (i) all Taxes imposed on or payable by the Company or any Company Subsidiary with respect to such Returns and (ii) with respect to Straddle Periods, Taxes imposed on the Company or any Company Subsidiary which are allocable pursuant to Section 7.01 to the portion of such period ending on the date of Closing, other than Taxes resulting from any act, transaction or omission of Purchaser or the Company occurring after the Closing that is not in the ordinary course of business. The amount of Taxes payable by the Sellers under this Section 7.04(a) shall be reduced to the extent taken into account in the calculation of Working Capital under Section 2.06.
Preparation of Tax Returns; Payment of Taxes. (i) Except as provided in Section 5.2(a)(iv), following the Closing, Buyer shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by the Company after the Closing Date. To the extent any Taxes shown due on any such Tax Return relate to a taxable period ending on or before the Closing Date (or a taxable period that is deemed to close on the Closing Date pursuant to Section 5.2(a)(iii)), (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax laws; (B) Buyer shall provide the Stockholders with copies of such Tax Return at least 30 days prior to the due date for filing such Return (including extensions, if any); and (C) the Stockholders shall have the right to review such Tax Returns for 15 days following receipt thereof. The failure of the Stockholders to propose any changes to any such Tax Return within such 15 days shall be deemed to be an indication of their approval thereof. The Stockholders and Buyer shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Buyer shall file or cause to be filed all such Tax Returns and shall, subject to receiving the payments from the Stockholders referred to in Section 5.2(a)(ii), pay the Taxes shown due thereon; provided, however, that in the event that any disagreement between Buyer and the Stockholders in respect of such Tax Returns shall not be resolved prior to the due date for filing thereof, Buyer shall file or cause to be filed all such Tax Returns in the manner deemed appropriate by the Buyer and shall, subject to receiving the payments from the Stockholders referred to in Section 5.2(a)(ii), pay the Taxes shown due thereon; provided, further, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Buyer to receive indemnification pursuant to any provision in this Agreement or the right of the Stockholders to further pursue such disagreement, which, if not resolved by the parties, shall be resolved in the manner described in Section 1.5(b) (the "Dispute Resolution Mechanism").
Preparation of Tax Returns; Payment of Taxes. (a) Stockholders' Agent and the Principal Stockholders shall prepare or cause the Company to prepare and shall file or cause the Company to file all Tax Returns for the Company and the Subsidiaries that are required to be filed prior to the Closing Date (without regard to any applicable extension periods) as promptly as practical following the close of the Company's fiscal year. Company shall pay all Taxes shown as due on such Tax Returns and shall pay all fees and expenses associated with preparing such Tax Returns.
Preparation of Tax Returns; Payment of Taxes. (a) The Seller Representative shall provide the Buyer with a list of all Tax Returns required to be filed by the Company Entities for periods up to the Closing Date (whether or not the period ends on such date) that have not been filed on or before the Closing Date.
Preparation of Tax Returns; Payment of Taxes. 56 Section 7.05 Tax Cooperation and Exchange of Information 57 Section 7.06 Conveyance Taxes 58 TABLE OF CONTENTS (continued)
Preparation of Tax Returns; Payment of Taxes. (a) WPS shall include the Company and its Subsidiaries, or cause the Company and its Subsidiaries to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of the Company and its Subsidiaries for the taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date, and (B) where applicable, all other consolidated, combined or unitary Tax Returns of the Company and its Subsidiaries for the taxable periods of the Company and its Subsidiaries ending (or the portion of any taxable period ending) on or prior to the Closing Date, and Seller shall pay any and all Taxes due with respect to the returns referred to in clause (A) or (B) of this paragraph (a), including, without limitation, any liability due with respect to any Section 338(h)(10) Election made pursuant to Section 11.1 hereof. WPS also shall file or shall cause the Company and its Subsidiaries to file all other Tax Returns of or which include the Company and its Subsidiaries required to be filed (taking into account any extensions) on or prior to the Closing Date and Seller shall pay any and all Taxes due with respect to such Tax Returns.
Preparation of Tax Returns; Payment of Taxes. (a) The Seller shall, at the Seller’s expense, prepare, or cause to be prepared, all income Tax Returns with respect to the Company for the Tax period ending on the Closing Date (“Pre-
Preparation of Tax Returns; Payment of Taxes. (a) The Sellers’ Representative shall prepare and file (or cause to be prepared and filed) all Pass-Through Tax Returns that are required to be prepared by or with respect to the Company or any of its Subsidiaries for any taxable period ending on or before the Closing Date. The Sellers shall pay all Taxes arising from allocations of income to them with respect to such Tax Returns, whether or not shown as due on such Tax Returns. The Sellers’ Representative shall prepare and file all Tax Returns for NewCo and the Sellers shall pay, or shall cause NewCo to pay, all Taxes in connection therewith or which are otherwise owed by NewCo. Sellers shall, or shall cause NewCo to, reimburse the Purchaser, the Company and their Affiliates for any withholding Taxes imposed on such parties with respect to the direct and indirect transfers of the shares of Alila pursuant to this Agreement or the Unaffiliated Member Equity Purchase Agreement.
