Return Filings. For any taxable period of the Transferred Entities that includes (but does not end on) the Closing Date, the Purchaser shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities all Tax Returns required to be filed and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that upon notification by the Purchaser of any amount owed by the Seller pursuant to Section 9.01(a) with respect to the taxable periods covered by such Tax Returns, the Seller shall remit such amount to the Purchaser at least five days before such Tax Return is due. In the case of any Tax Return for any taxable period of the Transferred Entities that ends on or before the Closing Date (other than consolidated, combined or unitary Tax Returns), the Seller shall timely prepare, on a basis consistent with the past practices of the Business, and shall deliver such Tax Return to the Purchaser at least ten days prior to the date on which such Tax Return is required to be filed with the appropriate Taxing Authority for the review and approval of the Purchaser, which shall not be unreasonably withheld, delayed or conditioned. If the Purchaser disputes any item on such Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection. Such parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If such parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to the Seller and the Purchaser. The fees and expenses of such accounting firm shall be borne equally by the Seller and the Purchaser. The Seller shall timely file with the appropriate Taxing Authorities all such Tax Returns required to be filed on or prior to the Closing Date and shall fully pay all Taxes due and payable in respect of such Tax Returns. The Purchaser shall timely file (or cause to be filed) with the appropriate Taxing Authorities all such Tax Returns required to be filed after the Closing Date, and the Seller shall pay all Taxes due with respect to such Tax Returns by remitting the amount due to the Purchaser at least five days before such Tax Return is due. Neither the Purchaser nor its affiliates (including the Transferred Entities) shall amend any prior Tax Return of any of the Transferred Entities for any Pre-Closing Tax Period without the prior wri...
Return Filings. (iii) The Sellers or their designee shall prepare and timely file (including extensions), or cause to be prepared and timely filed (including extensions), in proper form with the appropriate Taxing Authority all necessary Tax Returns of or which include or relate to the Business for Pre-Closing Tax Periods that are required to be filed (including extensions) on or prior to the Closing Date (including all Tax Returns the Companies file jointly with a Seller or any of its affiliates (other than the Companies)). The Sellers shall pay or shall cause to be paid any and all Taxes due with respect to such Tax Return filings.
Return Filings. The Company and the Subsidiaries shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filed by them and shall pay all Taxes due with respect to such Tax Returns.
Return Filings. For any taxable period of the Transferred Entities that includes (but does not end on) the Closing Date, the Purchaser shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities all Tax Returns required to be filed on a basis consistent with past practices of the Business and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that the Seller shall pay the Purchaser at least five days before such Tax Return is due any amount owed by the Seller pursuant to Section 9.01(a) with respect to the taxable periods covered by such Tax Returns. For any taxable period of the Transferred Entities that ends on or before the Closing Date, the Seller shall timely prepare and file with the appropriate Taxing Authority all Tax Returns required to be filed; provided that if such Tax Return is required to be filed by a Transferred Entity after the Closing Date, the Seller shall deliver such Tax Return to the Purchaser which shall sign and file such Tax Return; and provided further that any such Tax Return described in this sentence shall be prepared, on a basis consistent with the past practices of the Business and in accordance with applicable Law. The Seller shall pay all Taxes due with respect to such Tax Returns and, if such Tax Return is to be filed by the Purchaser, shall pay the Purchaser at least five days before such Tax Return is due any amount shown as due on such Tax Return.
Return Filings. The Surviving Corporation shall prepare and timely file or cause to be timely filed all Returns required to be filed by or with respect to the Company for (i) taxable years or periods ending on or prior to the Closing Date, the due date for filing of which (taking into account extensions) is after the Closing Date, and (ii) taxable years or periods including, but ending after, the Closing Date (any such period, a “Straddle Period”) (with payment of Taxes in respect of such Returns to be made by the Surviving Corporation). Any such Returns shall be prepared and filed in a manner consistent with past practices employed by the Company with respect to the Company and the Company Subsidiaries, including the jurisdictions in which such Returns are filed, except to the extent counsel for the Surviving Corporation determines there is no reasonable basis in Law therefor. The Stockholders’ Representative shall be entitled to review any such Returns at least thirty (30) days prior to filing and may make reasonable revisions thereto at least ten (10) days prior to filing.
Return Filings. (a) Seller shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis (in each case, at its sole cost and expense) all Income Tax Returns with respect to the Company or any Subsidiary for taxable periods ending on or prior to the Closing Date (the "Prior Period Income Tax Returns"). Seller shall pay, or cause to be paid, all Income Taxes with respect to the Company shown to be due on the Prior Period Income Tax Returns. In addition, except to the extent of any reserves for Non-Income Taxes included on the Closing Date Balance Sheet, Seller shall pay, or cause to be paid, all Non Income Taxes with respect to the Company for taxable periods ending on or prior to the Closing Date shown to be due on Tax Returns prepared by the Buyer pursuant to Section 7.4(b).
Return Filings. For any taxable period of the Company that includes (but ends after) the Closing Date, Buyer shall timely prepare and file with the appropriate authorities all returns, declarations of estimated tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any domestic, foreign, federal, national, state-, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasigovernmental body exercising tax regulatory authority in connection with the determination, assessment, collection or administration of any Taxes (collectively, “Tax Returns”) required to be filed. For any taxable period of the Company that ends on or before the Closing Date, Seller shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed.
Return Filings. For any taxable period of OEP TAG Holdings including but not ending on the Closing Date, Buyer shall timely prepare (or cause to be prepared) on a basis consistent with past practices of OEP TAG Holdings and shall deliver such Tax Return to the OEP Group at least thirty (30) days prior to the date on which such Tax Return is required to be filed with the appropriate Governmental Authority. In the case of any Tax Return for any taxable period of OEP TAG Holdings that ends on or before the Closing Date, the members of the OEP Group shall timely prepare (or cause to be prepared), on a basis consistent with the past practices of OEP TAG Holdings, and shall deliver such Tax Return to Buyer at least thirty (30) days prior to the date on which such Tax Return is required to be filed with the appropriate Governmental Authority for the review and approval of Buyer. The Federal income Tax Return of OEP TAG Holdings shall be prepared by the OEP Group on the basis that OEP TAG Holdings’ taxable year will end at the end of the day on the Closing Date in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) and -76(b)(2)(i). Notwithstanding anything to the contrary herein, the OEP Group shall (i) prepare all Tax Returns of OEP TAG Holdings required to be prepared by the OEP Group in a manner consistent with the CTH Distribution being treated as a taxable distribution under Section 311(b) of the Code and (ii) report all gain resulting from the CTH Distribution on such Tax Return consistent with the valuation obtained under Section 6.14; provided, however that in the event the valuation obtained under Section 6.14 provides a valuation range, OEP TAG Holdings will report all such gain consistent with the lowest value in such range; provided further that in the event the lowest value in such range is greater than the valuation report prepared by OEP TAG Holdings by an amount greater than $3,000,000, then the Parties agree that Xxxxxxxx Xxxxx shall establish the value for the TAG CTH membership interests held by OEP TAG Holdings that will be distributed by OEP TAG Holdings to the OEP Group in the CTH Distribution, and OEP TAG Holdings will report all gain from the CTH Distribution based on the valuation prepared by Xxxxxxxx Xxxxx. The cost of any valuation prepared by Xxxxxxxx Xxxxx shall be borne 50% by Buyer and 50% by Sellers. Other than with respect to disputes relating to the value of the TAG CTH interests distributed in the CTH Distribution, if Buyer d...
Return Filings. (i) Purchaser shall prepare and timely file or cause to be timely filed all Returns required to be filed by or with respect to the Company for (x) taxable years or periods ending on or prior to the Closing Date, the due date for filing of which (taking into account extensions) is after the Closing Date, and (y) taxable years or periods including, but ending after, the Closing Date (any such period, a "Straddle Period"), and shall remit any Taxes due in respect of such Returns.
Return Filings. For any taxable period of the Company or any Subsidiary that ends on or before the Closing Date, Seller shall be responsible for timely preparing and filing with the appropriate authorities all Federal Income Tax Returns (including amended Returns required to be filed as a result of examination adjustments) and all other Tax Returns with respect to Income Taxes for which the Company or any Subsidiary is a member of an Affiliated Group, each of which shall be prepared in a manner consistent with past practice except to the extent required by law, and shall pay all Taxes due with respect to such Tax Returns (including as a result of an audit or examination of any such Tax Return). Purchaser shall be responsible for preparing and filing with the appropriate authorities all other Tax Returns of the Company or any Subsidiary and shall pay all Taxes due with respect to all other such Tax Returns.
