Purchaser Tax Returns. Purchaser shall prepare, or cause to be prepared, at Purchaser’s expense, all Tax Returns for each of the Company and the Company Subsidiary relating to any (i) Pre-Closing Tax Period, other than any Pre-Closing Flow-Through Tax Return, and (ii) Straddle Period.
Purchaser Tax Returns. Following the Closing, Purchaser shall cause to be timely filed all Tax Returns required to be filed by each Company after the Closing Date, and shall be responsible for the timely payment of all Taxes shown due thereon, subject to reimbursement by Sellers pursuant to Section 6.03(e).
Purchaser Tax Returns. Following the Closing, Purchaser shall cause to be timely filed all Tax Returns (other than those specified in Section 11.01(b)) required to be filed by the Company after the Closing Date with respect to Pre-Closing Tax Periods and Pre-Closing Straddle Periods, and shall be responsible for the timely payment of all Taxes shown due thereon, subject to reimbursement by Seller pursuant to Section 11.05; provided, however, that Purchaser shall deliver any such Tax Return to Seller in the form proposed for filing at least five (5) Business Days prior to filing and shall consider in good faith all reasonable comments provided by Seller with respect thereto; provided, further, that Purchaser shall not file or cause to be filed any such Tax Return relating to any period (or portion thereof) ending on or before the Closing Date without Seller's prior written consent (such consent not to be unreasonably withheld, conditioned of delayed).
Purchaser Tax Returns. Purchaser will timely prepare and file, or cause to be prepared and filed, all appropriate and necessary returns, reports and estimates for all Taxes of Sub which relate to taxable periods ending after the Closing Date, including the period from and after the Closing Date through December 31, 2001 (collectively, the "Purchaser Tax Returns"). To the extent any Purchaser Tax Return relates to the operations of Sub during any period prior to the Closing Date, Purchaser will consult with Leavxxx xx the preparation of such Tax Returns and shall not file such tax return until obtaining the written consent of Leavxxx (xxich consent shall not be unreasonably withheld). Purchaser will pay or cause to be paid to the taxing authority any and all Taxes due as a result of Purchaser Tax Returns required to be filed pursuant to the preceding sentence, unless such Taxes are being contested in good faith; provided, however, Leavxxx xxxll pay to and reimburse Purchaser for any Taxes paid by Purchaser or Sub under or pursuant to the Purchaser Tax Returns to the extent relating to the operations of the Business prior to the Closing Date within five days after Leavxxx xxxivers written consent to the filing of the Purchaser Tax Return pursuant to which such Tax is payable but in no event earlier than two (2) days prior to the due date of such Tax, and nothing in this Section 15.2 shall be construed to limit any Purchaser Indemnitee's indemnification rights set forth in Article 13.
Purchaser Tax Returns. The Purchaser shall prepare and file or cause to be prepared and filed when due all Tax Returns that are required to be filed by or with respect to the Target Group Companies for taxable years or periods ending after the Completion Date. All such Tax Returns for any Straddle Period or with respect to Taxes for which the Sellers may otherwise be liable under this Agreement shall be prepared in a manner consistent with practices and accounting methods of the Target Group Companies in effect as of the date of the Agreement. The Purchaser shall provide the Sellers with a draft of all Tax Returns for any Straddle Period or with respect to Taxes for which the Sellers may otherwise be liable under this Agreement, if any, at least 40 days prior to the due date for filing each such Tax Return. The Purchaser shall take account in such Tax Returns of any reasonable comments made by the Sellers and shall not file any such Tax Return without the Sellers’ prior written consent, which consent shall not be unreasonably withheld or delayed, provided, however, that if the Sellers have not objected within 10 days of the due date for filing, the Sellers will be deemed to have consented. The Purchaser shall not file any amended Tax Return on behalf of or with respect to the Companies for any period ending on or before the Completion Date, any Straddle Period, or any other period with respect to Taxes for which the Sellers may be liable under this Agreement, if any, without the Sellers’ prior written consent, which consent shall not be unreasonably withheld or delayed. The Purchaser shall keep the Sellers fully informed of all matters relating to Tax Returns for the Straddle Period.
Purchaser Tax Returns. The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than Straddle Period Separate Tax Returns, Combined Tax Returns and Pre-Closing Separate Tax Returns) that are required to be filed by or that include the Transferred Entities (the “Purchaser Tax Returns”). If any such Purchaser Tax Return reflects a material item for which the Seller would have an indemnity obligation under Section 5.20(a) (such material item, a “Seller Tax Item”), the Purchaser shall (x) deliver to the Seller a draft calculation of such Seller Tax Item no later than thirty (30) days prior to the due date of the applicable Purchaser Tax Return and (y) reflect any reasonable comments of the Seller with respect to such calculation received within fifteen (15) days of receipt of such draft calculation in preparing such Purchaser Tax Return.
Purchaser Tax Returns. Following the Closing, Purchaser shall cause to be timely filed all Tax Returns required to be filed by the Company after the Closing Date, and shall be responsible for the timely payment of all Taxes shown due thereon, subject to reimbursement by Seller pursuant to Section 6.03(e). A copy of any such Tax Return that relates to a Pre-Closing Tax Period or the Pre-Closing Straddle Period (“Pre-Closing Tax Return”) shall be (i) prepared consistently with prior Tax Returns and (ii) provided to Seller for its review and comment at least thirty (30) days prior to their due date and Purchaser shall make such changes as are reasonably requested by Seller. Without Seller’s prior written consent, Purchaser shall not file any amendment to any Tax Return filed by the Company that relates to a Pre-Closing Tax Period or the Pre-Closing Straddle Period.
Purchaser Tax Returns. The Purchasers will prepare and file or cause to be prepared and filed all Tax Returns that are required to be filed with respect to the eDodo Assets or the eDodo Business for periods following the Closing Date. The Purchasers will pay or cause to be paid all Taxes required to be paid with respect to such Tax Returns. With respect to any taxable period that includes but does not end on the Closing Date, (a) the Sellers will be responsible for the allocable pre-Closing portion of any such taxable period (and shall reimburse Purchasers to the extent the Purchasers have made payment for Taxes with respect thereto) and (b) the Purchasers will be responsible for the allocable post-Closing portion of any such taxable period (and shall reimburse Sellers to the extent Sellers have made payment for Taxes with respect thereto).
Purchaser Tax Returns. Purchaser shall, or shall cause the Company and the Company Subsidiaries to, timely prepare and file with the relevant Taxing Authorities all Tax Returns required to be filed with respect to the Purchased Assets or by the Company or any Company Subsidiary, in each case, for any taxable periods ending after the Closing Date, provided, that a copy of each Straddle Period Tax Return shall be provided to Seller at least thirty (30) days prior to the date on which such Straddle Period Tax Return is required to be filed with the relevant Taxing Authority. Any Straddle Period Tax Returns prepared by Purchaser pursuant to this Section 8.1(b) shall, unless otherwise required by law, be prepared on a basis consistent with the past practices of Seller or the Company and any Company Subsidiaries, as the case may be, and on the basis that the relevant taxable period ended as of the close of business on the Closing Date. Purchaser shall also prepare such Straddle Period Tax Returns in a manner that does not distort taxable income (e.g., through allocations of income from a Post-Closing Tax Period to a Pre-Closing Tax Period). In the case of any Straddle Period: (i) real, personal and intangible property Taxes ("Property Taxes") allocable to the Pre-Closing Tax Period shall equal the Property Taxes for such taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes (other than Property Taxes) allocable to the Pre-Closing Tax Period shall be computed based on the assumption that the Pre-Closing Tax Period ended as of the close of business on the Closing Date.
Purchaser Tax Returns. Purchaser shall prepare or cause to be prepared and timely file or cause the Insurer to timely file all Tax Returns related to Post-Effective Period Taxes and Straddle Period Tax Returns that are due on and after the Closing Date (other than any such returns that are the responsibility of Seller pursuant to Section 8.03(c)(i) above). Such Tax Returns that include Pre-Effective Periods shall be prepared in accordance with this Agreement and past practice of the Insurer except as otherwise required by applicable Tax Law or with the prior written consent of Seller. Seller shall have a reasonable opportunity to review and comment on any Tax Returns (including any amendment to any such Tax Returns) that include Pre-Effective Periods, and Purchaser shall make or cause to be made such changes to such Tax Returns as are reasonably requested by Seller. Purchaser shall, subject to its right to be indemnified for such Taxes pursuant to Section 9.08, timely pay or cause to be timely paid all Taxes due with respect to such Tax Returns.
