Responsibility for Filing Tax Returns for Periods through Closing Date. (i) PHMD shall prepare all Tax Returns of the Radiancy Group for all Taxable Periods ending on or before the Closing Date in a manner consistent with past practice of the Radiancy Group, unless otherwise required under applicable Legal Requirements. PHMD shall provide DSKX with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and Surviving Corporation shall be allowed to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of such Tax Return (along with supporting work papers and schedules) and DSKX shall review and comment, in each case as soon as practical before the filing due date (including extensions). Surviving Corporation shall cause the Radiancy Group to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a) or Section 7.2, DSKX, on behalf of the Radiancy Group, shall pay all Taxes shown due and payable on such Tax Returns.
(ii) Surviving Corporation shall prepare all Tax Returns of the Radiancy Group for Straddle Periods in a manner consistent with past practice of the Radiancy Group, unless otherwise required under applicable Legal Requirements. Surviving Corporation shall provide PHMD with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and PHMD shall be allowed to review such Tax Returns and provide Surviving Corporation with comments thereto, with Surviving Corporation to accept all reasonable comments provided by PHMD within thirty (30) days of the receipt of an original or revised draft (as applicable). Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date or the Taxable Period to which it relates (including extensions thereof), the Surviving Corporation shall provide a copy of such Tax Return (along with supporting work paper...
Responsibility for Filing Tax Returns for Periods through Closing Date. Arrow shall include the income of the Dagger Subsidiaries (including any deferred items triggered into income by Reg. § 1.1502-13 and any excess loss account taken into income under Reg. § 1.1502-19) on Arrow’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. For all taxable periods ending on or before the Closing Date, Arrow shall cause the Dagger Subsidiaries to join in Arrow’s consolidated federal income tax return and, in jurisdictions requiring separate reporting from Arrow, to file separate company state and local income tax returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law.
Responsibility for Filing Tax Returns for Periods through Closing Date. Pro-Fac shall include the income of the Company and its Subsidiaries (including any deferred items triggered into income by Reg. Section 1.1502-13 and any excess loss account taken into income under Reg. Section 1.1502-19) on Pro-Fac's consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income; provided, that the Company shall be responsible for the payment of Income Taxes payable with respect to the Pre-Closing Tax Period, up to the amount of and not to exceed the Income Tax Reserve, with respect to the net income of the Company and its Subsidiaries that is included in Pro-Fac's consolidated federal and state Income Tax Returns for such periods through the Closing Date. Pro-Fac shall deliver to the Company notice of any amount payable by the Company as contemplated by the prior sentence not less than 60 days prior to the due date for payment thereof, and the Company shall have the right to review the Tax Returns in question and to recalculate any amount determined by Pro-Fac to be payable. The Company shall pay to Pro-Fac the amount due (subject to any such recalculation). The Company shall indemnify Pro-Fac and hold it harmless from any Liabilities of Pro-Fac resulting from any reduction of amounts payable to Tax Authorities based on the Company's recalculation of amounts determined to be due by Pro-Fac. For all taxable periods ending on or before the Closing Date, Pro-Fac shall cause the Company and its Subsidiaries to join in Pro-Fac's consolidated federal income tax return and, in jurisdictions requiring separate reporting from Pro-Fac, to file separate company foreign, state and local income tax returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Buyer shall have the right to review and comment on any such Tax Returns prepared by Pro-Fac. The Company and its Subsidiaries shall furnish information to Pro-Fac as reasonably requested by Pro-Fac to allow Pro-Fac to satisfy its obligations under this section in accordance with past custom and practice. The Company and its Subsidiaries and Buyer shall consult and cooperate with Pro-Fac as to any elections to be made on returns of the Company and its Subsidiaries for periods ending on or before the Closing Date.
Responsibility for Filing Tax Returns for Periods through Closing Date. The Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries that are filed after the Closing Date. The Company shall permit Investor to review, comment and consent with respect to each such Tax Return related to a Pre-Closing Tax Period prior to filing and shall make such revisions as are reasonably requested by Investor.
Responsibility for Filing Tax Returns for Periods through Closing Date. The Seller shall include the income of the Company (including any deferred items triggered into income by Treasury Regulations §1.1502-13 and any excess loss account taken into income under Treasury Regulations §1.1502-19) on the Seller’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. For all taxable periods ending on or before the Closing Date, the Seller shall cause the Company to join the Seller’s consolidated federal income Tax Return and, in jurisdictions requiring separate reporting from the Seller, to file separate company state and local income Tax Returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. The Purchaser shall have the right to review and comment on any such Tax Returns prepared by the Seller. The Purchaser shall cause the Company to furnish information to the Seller as reasonably requested by the Seller to allow the Seller to satisfy its obligations under this section in accordance with past custom and practice. The Purchaser shall cause the Company to file income Tax Returns or shall include the Company in its combined or consolidated income Tax Returns for all periods other than periods ending on or before the Closing Date.
Responsibility for Filing Tax Returns for Periods through Closing Date. Seller and Guarantor shall include the income of Target (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on Seller consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. For all taxable periods ending on or before the Closing Date, Seller shall cause Target to join in Seller’s and Guarantor’s consolidated federal income tax return and, in jurisdictions requiring separate reporting from Seller or Guarantor, to file separate company state and local income tax returns. Buyer shall permit Seller to review and comment on any such separate tax return prior to filing.
Responsibility for Filing Tax Returns for Periods through Closing Date. For all taxable periods ending on or before the Closing Date, Occidental shall cause the Occidental Partner Subs to join in Occidental's consolidated federal income tax return, to join in any applicable combined or unitary state Tax Return filed by Occidental (or an Affiliate) and, in jurisdictions requiring separate reporting from Occidental, to file separate company state and local Tax Returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice of the Partnership, except as required by a change in applicable law or except as required for closing the books of Oxy LP1, Oxy LP2 and Oxy GP as of the Closing Date. The Purchaser shall cause the Partnership and the Occidental Partner Subs to furnish information to Occidental as reasonably requested by Occidental to allow Occidental to satisfy its obligations under this Section 7.6 in accordance with past custom and practice, except that in no event shall such requested information be furnished to Occidental any later than the later of, (i) six months following the Closing Date or (ii) one month following the date such information was requested. Except for items reported by the Partnership, the Occidental Parties and their Affiliates shall not file any Tax Return that departs from past practice that would have a material adverse impact on the Tax attributes or liabilities of Oxy LP2 after the Closing Date. The Purchaser shall include the Occidental Partner Subs in its combined or consolidated income tax returns, for all periods other than periods ending on or before the Closing Date. The Purchaser shall not cause any Occidental Partner Sub to file any Tax Return for a Pre-Closing Tax Period.
Responsibility for Filing Tax Returns for Periods through Closing Date. The Seller shall include the income of its Subsidiaries (including any deferred items triggered into income by Treasury Regulation §1.1502-13 and any excess loss account taken into income under Treasury Regulation §1.1502-19) on the Seller’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. For all taxable periods ending on or before the Closing Date, the Seller shall cause its Subsidiaries to join in the Seller’s consolidated federal income Tax Return and, in jurisdictions requiring separate reporting from the Seller, to file separate company state and local income Tax Returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable Legal Requirements. The Purchaser shall have the right to review and comment on any such Tax Returns prepared by the Seller. The Purchaser shall cause the Seller's Subsidiaries to furnish information to the Seller as reasonably requested by the Seller to allow the Seller to satisfy its obligations under this section in accordance with past custom and practice. The Seller’s Subsidiaries and the Purchaser shall consult and cooperate with the Seller as to any elections to be made on returns of the Seller's Subsidiaries for periods ending on or before the Closing Date. The Purchaser shall cause the Seller's Subsidiaries to file income Tax Returns or shall include the Seller's Subsidiaries in its combined or consolidated income Tax Returns for all periods other than periods ending on or before the Closing Date.
Responsibility for Filing Tax Returns for Periods through Closing Date. Seller shall include the income of the Company (including any deferred items triggered into income by Reg. ss.
1. 1502-13 and any excess loss account taken into income under Reg. ss.1.1502-19) on Seller's consolidated federal income Tax Returns for all periods through the date of the Closing and pay any federal income Taxes attributable to such income. For all taxable periods ending on or before such date, Seller shall cause the Company to join in Seller's consolidated federal income tax return and, in jurisdictions requiring separate reporting from Seller, to file separate company state and local income tax returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Buyer shall have the right to review and comment on any such Tax Returns prepared by Seller. Buyer shall cause the Company to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this section in accordance with past custom and practice. The Company and Buyer shall consult and cooperate with Seller as to any elections to be made on returns of the Company for periods ending on or before the date of the Closing. Buyer shall cause the Company to file income Tax Returns, or shall include the Company in its combined or consolidated income tax returns, for all periods other than periods ending on or before the date of the Closing.
Responsibility for Filing Tax Returns for Periods through Closing Date. The Controlling Stockholder shall include the income of the Acquired Companies (including any deferred items triggered into income by Reg. §1.1502-13 and any excess loss account taken into income under Reg. §1.1502-19) on Controlling Stockholder’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. For all taxable periods ending on or before the Closing Date, the Controlling Stockholder shall cause the Acquired Companies to join in Controlling Stockholder’s consolidated federal income Tax Return and, in jurisdictions in which the Acquired Companies have in the past been included in state combined or consolidated Tax Returns, join in such Tax Returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law and Macrovision shall be entitled to review and approve the portions of each such Tax Return including the Acquired Companies, which approval shall not be unreasonably withheld, delayed or conditioned. Macrovision shall cause the Acquired Companies to furnish information to Controlling Stockholder as reasonably requested by Controlling Stockholder to allow Controlling Stockholder to satisfy its obligations under this section in accordance with past custom and practice. The Acquired Companies and Macrovision shall consult and cooperate with Controlling Stockholder as to any elections to be made on returns of the Acquired Companies for periods ending on or before the Closing Date. Macrovision shall cause the Acquired Companies to file all other Tax Returns to be filed after the Closing Date.
