Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall cause the Company and the Subsidiaries to be included in the Seller's consolidated federal income Tax Returns for all periods for which they are eligible to be so included, including without limitation the period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or prior to the Closing Date for which any of them are required to be so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause to be prepared and file, all other Tax Returns required to be filed by the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date and shall timely pay any and all Taxes due with respect to such Tax Returns. Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Seller, the Company and any Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the Purchaser prior to the filing thereof. In the event the parties are unable to resolve any dispute within ten days following the delivery of such Tax Return, the...
Preparation of Tax Returns; Payment of Taxes. (i) The Seller shall cause each of the Companies to file all the federal, state, local and foreign Tax Returns to be filed by each of the respective Companies prior to the Closing Date and to pay (or cause to be paid) any and all Taxes due with respect to such returns. All Tax Returns described in this Section 9.4(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). The Seller shall cause each of the Companies to provide the Purchaser with copies of such completed Tax Returns at least 10 days prior to the filing date.
(ii) Following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by or on behalf of each of the Companies after the Closing Date. To the extent any Taxes shown due on any such Tax Return relate to taxable periods (or portions thereof) of a Company ending on or prior to the day prior to the Closing Date, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide the Seller with copies of any Tax Return with respect to Taxes measured on or by income or gross receipts at least 20 days prior to the due date for filing such return (and prior to the due date of such Tax Return in the case of all other Tax Returns); and (C) the Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns following receipt thereof. The failure of the Seller to propose any changes to any such Tax Return within 10 days following receipt of such Tax Return (or prior to the due date if the due date is less than 10 days from receipt of such Tax Return) shall be deemed to be an indication of the Seller's (and the other Stockholders) approval thereof. The Seller and the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Upon resolution of any disagreements, the Purchaser shall file (or cause to be filed) any such Tax Return and shall, subject to receiving payment from the Seller referred to in Section 9.4(b)(iii), pay the Taxes shown due thereon. In the event that any such disagreement s...
Preparation of Tax Returns; Payment of Taxes. (i) Where required by Applicable Law, Seller shall include the Transfer Group Companies in, or cause them to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of Seller for all taxable periods of the Transfer Group Companies prior to the Closing Date and for any portion of a taxable period ending on the Closing Date; (B) where applicable, all other consolidated, combined or unitary Tax Returns (which include both (x) Seller (or at least one Subsidiary that is not a Transfer Group Company) and (y) any of the Transfer Group Companies) for all taxable periods ending on or prior to the Closing Date. Seller shall remit (or cause to be remitted) all Taxes due with respect to the Tax Returns referred to in clauses (A) and (B) of this Section 10.2(a)(i). Within 120 days after the Closing Date (or sooner if necessary to enable Seller to timely file a Tax Return), Purchaser shall cause each of the Transfer Group Companies to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the "Tax Package") required by Seller to enable Seller to prepare and file all Tax Returns (which have not been filed on or before the Closing Date) required to be prepared and filed by it pursuant to this Section 10.2(a)(i).
(ii) Seller shall cause the Transfer Group Companies to prepare and file all Tax Returns, other than a Tax Return described in Section 10.2(a)(i), required to be filed on or before the Closing Date. Seller shall cause the Transfer Group Companies to pay all Taxes shown due on Tax Returns described in this Section 10.2(a)(ii).
(iii) Purchaser shall prepare and file or cause to be prepared and filed, on behalf of the Transfer Group Companies, all other Tax Returns of, or which include, the Transfer Group Companies (other than those Tax Returns described in Sections 10.2(a)(i) and 10.2(a)(ii)). Purchaser, or the Transfer Group Companies, shall remit (or cause to be remitted) all Taxes shown due on Tax Returns referred to in this Section 10.2(a)(iii).
(i) All Tax Returns described in Section 10.2(a) (including the Tax Package) shall be prepared in a manner consistent with past 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 the judicial or administrative interpretations thereof).
(ii) Purchaser will provide Seller with copies of all Ta...
Preparation of Tax Returns; Payment of Taxes. For the avoidance of doubt, following the Closing the Company shall file, or cause to be filed, all Tax Returns required to be filed by or on behalf of the Company and/or any of its Subsidiaries, and shall pay or cause to be paid any and all Taxes due with respect to such returns, except for income taxes payable under applicable Tax law by the members of the Company (that had such status prior to the Closing Date) in their capacities as members of the Company. In the case of any such Tax Return that could have an impact on any of the Unitholders, the Company shall provide the Unitholder Representative with a copy of such completed Tax Return at least twenty (20) days prior to the filing date, and the Unitholder Representative shall be provided an opportunity to review such Tax Return and supporting work papers and schedules prior to the filing of such Tax Return. No such Tax Return shall be filed without the consent of the Unitholder Representative, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Agreement to the contrary, including the previous sentence, it is understood that the Company shall (i) determine whether the Company and any of its Subsidiaries will make an election under Section 754 of the Code for any period, (ii) make any determinations as to the fair market value of assets of the Company and any of its Subsidiaries as of the Closing Date for purposes of the Tax Returns of the Company and any of its Subsidiaries, including those related to any election under Section 754 of the Code and any allocations of taxable income in accordance with Section 704(c) of the Code and the principles thereunder, which determinations shall require the consent of the Unitholder Representative, not to be unreasonably withheld; provided, however, that the failure of the Unitholders Representative to consent to remedial or curative allocations shall always be considered reasonable, (iii) take any actions so that the Company and each of its Subsidiaries allocate Taxes between the Pre-Closing Period and the Post-Closing Period by closing the books as of the Closing Date, without using any pro-ration of income and losses or any similar method and (iv) make any determination as to whether the Merger, together with other transactions contemplated by this Agreement, constitutes a merger or consolidation within the meaning of Treasury Regulation Section 1.708-1(c), and if so the form to be adopted for such merger or consolidat...
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. 56 Section 7.05 Tax Cooperation and Exchange of Information 57 Section 7.06 Conveyance Taxes 58
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. (i) The Sellers shall include the Sellers, or cause the Sellers to be included in, and shall file or cause to be filed, (A) the United States consolidated federal income Tax Returns of the Sellers or its Affiliates for the taxable periods of the Sellers ending on or prior to the Closing Date and (B) where applicable, all other consolidated, combined or unitary Tax Returns of DES, FMS or their respective Affiliates for the taxable periods of DES and FMS ending (or the portion of any taxable period ending) on or prior to the Closing Date, and shall pay any and all Taxes due with respect to the returns referred to in clause (A) or (B) of this Section 9.8(b)(i). DES and FMS also shall file all other Tax Returns of or which include DES or FMS, required to be filed (taking into account any extensions) on or prior to the Closing Date and shall pay any and all Taxes due with respect to such Tax Returns. All Tax Returns described in this Section 9.8(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 the judicial or administrative interpretations thereof).
(ii) Following the Closing, the Purchaser shall be responsible for preparing or causing to be prepared all federal, foreign, state and local Tax Returns required to be filed by DES or FMS after the Closing Date. To the extent any Taxes shown due on any such Tax Return are indemnifiable by DES and FMS, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless otherwise required by applicable tax laws; (B) the Purchaser shall provide DES and FMS with copies of such Tax Return at least 45 days prior to the due date for filing such return; and (C) DES and FMS shall have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns for 30 days following receipt thereof. The failure of DES and FMS to propose any changes to any such Tax Return within such 30 days shall be deemed to be an indication of its approval thereof. DES and FMS and the Purchaser 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 9.8(h) which shall be binding on the parties. The P...
Preparation of Tax Returns; Payment of Taxes. The Company shall prepare and file, or cause to be prepared and filed, all Returns of or which include the Company and its Subsidiaries that are required to be filed (after giving effect to any valid extension of time in which to make such filing) on or prior to the Effective Time. The Company shall pay (or cause to be paid) all Taxes shown due with respect to such Returns. Parent shall be responsible for the preparation and filing of all Returns with respect to Taxes of the Company and its Subsidiaries that are required to be filed after the Effective Time. Parent shall provide to the Stockholders’ Representative a copy of each such Return that includes a taxable period (or portion thereof) ending on or before the Effective Time within 30 days of filing such return. If the Stockholders’ Representative determines that any Return should have been prepared differently, the Stockholders’ Representative may so inform the Company. If the Company agrees, it will amend such Return. If the Company disagrees, and the Parties cannot resolve their differences, then the Parties shall engage a nationally recognized accounting firm to make a final determination of whether or not the Return should be amended. The fees and expenses of such accounting firm shall be borne equally by the Parties.
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.
