Return Preparation. Preparation and timely filing of all tax returns in respect of Pre and Post Distribution property or ad valorem taxes, on property owned by any member of the LS or Solutia Group, shall be the responsibility of the LS or Solutia Group member owning such property at the time the property or ad valorem tax returns are due.
Return Preparation. SXE GP shall, at its sole cost and expense, timely prepare or cause to be timely prepared all Tax Returns of the Contributed Entities due after the Closing Date that relate to a Pre-Closing Tax Period, including a Straddle Period (the “Post-Closing Returns”), other than Tax Returns of, or that include, TexStar or any of its Affiliates (other than members of the TexStar Group) or the T2 LaSalle Entities (the “Excluded Returns”). The Post-Closing Returns shall, to the extent permitted by applicable Law, be prepared on a basis consistent with existing procedures and practices and accounting methods of the applicable Contributed Entity, except for inconsistencies required by changes in Law or facts. At least 20 days prior to the due date of any Post-Closing Return (other than any Excluded Return) that is an income or franchise Tax Return (including, for the avoidance of doubt, any Texas franchise tax return), or a reasonable period of time with respect to a Post-Closing Return that is a non-income or non-franchise Tax Return, SXE GP shall submit a draft of such Post-Closing Returns for review and approval (with such approval shall not be unreasonably withheld, conditioned or delayed) to TexStar and the Southcross Director with respect to Post-Closing Returns of any member of the TexStar Group. SXE GP shall consider in good faith any comments made by TexStar and the Southcross Director, and shall attempt in good faith to resolve any disagreements regarding such Post-Closing Returns prior to the due date for filing. In the event that SXE GP, the Southcross Director and TexStar are unable to resolve any dispute with respect to any such Post-Closing Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 7.13(h), which resolution shall be binding on the Parties. SXE GP shall timely file or cause to be timely filed all Post-Closing Returns (other than Excluded Returns) and timely pay, or cause the Contributed Entities to timely pay, all Taxes shown as due on such Post-Closing Returns, as finalized pursuant to this Section 7.13(b). With respect to any such Post-Closing Return, the amount of undisputed Tax due with respect to such Pre-Closing Tax Period (as determined under Section 7.13(d) with respect to Straddle Periods) shall be paid to SXE by TexStar at least five Business Days prior to the filing of such Post-Closing Return. In the event of a dispute with respect to any such Post-Closing Return, the disputed ...
Return Preparation. The Partnership’s tax returns and reports shall be prepared by the Tax Matters Partner (as defined in §6.12, below), and the Tax Matters Partner shall use its best efforts in the preparation and filing of such returns and reports. The Partners shall furnish the Tax Matters Partner with any information necessary to prepare such returns and reports and the Tax Matters Partner shall submit copies of such returns and reports to the Partners at least fourteen (14) Days in advance of their due date, as extended, to permit review and approval.
Return Preparation. Except as provided in Section 5(c), Seller shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis and in accordance with Seller Group's past custom and practice (i) all Tax Returns with respect to the Transferred Entities and the Healthcare Business for all Pre-Closing Tax Periods and (ii) all Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of Seller is prepared which includes the operations of the Transferred Entities; PROVIDED that, with respect to any Tax Returns described in clause (ii) of this Section 2(c), Seller shall permit Buyer Group to review and comment on the portions of each such Tax Return relating to the Transferred Entities. Seller shall pay all Taxes shown on such Tax Returns.
Return Preparation. Except as provided in Section 5(c), the Buyer Group shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns with respect to the Transferred Entities and the Healthcare Business (including, without limitation, the Healthcare Assets and Healthcare Liabilities) for any Post-Closing Tax Period and any Straddle Period; PROVIDED that Buyer Group shall not prepare any Tax Returns with respect to periods for which a consolidated, unitary or combined Income Tax Return of Seller Group which include the operations of the Transferred Entities as provided in Section 2(c) above. In the case of any Tax Return which includes a Straddle Period and for which Seller is responsible for a portion of such Tax, pursuant to Section 2 of this Agreement, Buyer shall provide Seller with a copy of such Tax Return and the basis for the calculation of Seller's portion of any such Tax due thereon at least thirty (30) days before such Tax Return is due. If Seller objects to Buyer's calculation of Seller's portion of such Tax, Seller shall within ten (10) days of receipt of such Tax Return notify Buyer of such objection. The parties shall attempt to resolve such dispute prior to the due date of such Tax Return and if unable to resolve such dispute prior to the due date of such Tax Return, the dispute shall be referred to the Tax Arbitrator, who shall determine Seller's portion of such Tax. Notwithstanding the foregoing, the Tax Return shall be filed by such Tax Return's due date.
Return Preparation. In addition to its obligations under Section 2.3 generally, each Member shall, at its own expense, compile and furnish to the Parent such items of financial information pertaining to the Member with respect to the relevant Taxable Year that shall be required in order to enable the Parent to prepare the Consolidated and Combined Tax Returns with respect to such Taxable Year and to determine the Consolidated and Combined Tax Liabilities of the REC Group for the Taxable Year. Such information shall be furnished to the Parent not later than the date prescribed therefor by the Parent. In the event that the Parent shall request an extension of time to file the Consolidated or Combined Tax Return of the REC Group and payment shall be required of the REC Group as of the due date of the Consolidated or Combined Tax Return (determined without regard to extensions) (the "Extension Payment"), the Parent shall determine the amount of the Extension Payment and allocate the liability for the Extension Payment among the Subgroups in the same manner as set forth in Section 3.3 pertaining to the allocation of the Estimated Tax Liability. Not later than the due date of the Consolidated or Combined Tax Return (determined without regard to extensions), each Subgroup Agent on behalf of the respective Subgroup shall pay to the Parent the Subgroup's allocable portion of the liability for the Extension Payment. For purposes of Section 4.3, the portion of the Extension Payment paid by each Subgroup, if any, shall be considered an estimated tax payment paid by the respective Subgroup.
Return Preparation. Seacor shall prepare and file, or cause to be prepared and filed, all Income Tax Returns with respect to which any member of the Era Group joins any member of the Seacor Group in filing on a consolidated, combined or unitary basis, for any Taxable Period ending after the IPO.
Return Preparation. In order to assist Seller in the preparation of all Tax Returns that Seller is required to prepare, Buyer will promptly provide or cause to be provided to Seller such information as Seller may reasonably request in order for the operations of the Midstream Companies to be properly reported in such Tax Returns.
Return Preparation. (a) Purchaser shall cause to be filed all Tax Returns required to be filed with respect to Taxes described in Section 8.1(b) which Tax Returns are due after the Closing Date or the applicable Foreign Closing Date.
(b) Seller shall cause to be filed all Tax Returns required to be filed with respect to the Taxes described in Section 8.1(c) regardless of when such Tax Returns are due, AMENDED ASSET PURCHASE AGREEMENT 70 including, but not limited to any information returns (e.g., Form 1099s) and any returns related to employee Taxes. Seller shall cause to be filed all Tax Returns required to be filed with respect to the Taxes described in Section 8.1(b) if such Tax Returns are due on or before the Closing Date or the applicable Foreign Closing Date and shall provide Purchaser with a copy of such Tax Returns. All Tax Returns described in this Section 8.2(b) shall be prepared in a manner consistent with prior practice.
(c) Notwithstanding Section 8.2 (a) and (b), for any tax period for any Real Property Taxes which commences prior to the Closing Date or the applicable Foreign Closing Date and ends after the Closing Date or the applicable Foreign Closing Date, as the case may be, Purchaser shall cause to be filed all Tax Returns required to be filed with respect to the Real Property included within the Purchased Assets. Purchaser shall upon the request of Seller promptly provide to Seller proof of its compliance with the foregoing. The obligation to pay such Real Property Taxes shall be allocated (i) to Seller for the period up to and including the Closing Date or the applicable Foreign Closing Date, and (ii) to Purchaser for the period subsequent to the Closing Date or the applicable Foreign Closing Date. Purchaser shall pay such Real Property Taxes in connection with filing the Tax Returns and Seller shall pay its share of such Real Property Taxes in accordance with Section 8.6.
(d) The parties shall prepare and file the Tax Returns for the Transfer Taxes payable in connection with the transfer of the Total Acquired Assets in accordance with Section 8.5 with respect to Transfer Taxes other than VAT.
Return Preparation. Purchaser shall prepare and file (or cause to be prepared and filed) each Tax Return required to be filed by the Company or any of its Subsidiaries after the Closing Date for a taxable period beginning before the Closing Date. To the extent any Tax shown as due on such Tax Return could reasonably be expected to be payable by Securityholders (taking into account indemnification obligations hereunder), (i) such Tax Return shall be prepared in a manner consistent with the prior practice of the Company and its Subsidiaries unless otherwise required by applicable Tax laws, (ii) such Tax Return shall be provided to the Escrow Fund Recipient Agent at least thirty (30) days prior to the filing deadline (or, if required to be filed within thirty (30) days of the Closing, as soon as possible following the Closing), and (iii) the Escrow Fund Recipient Agent shall have the right to review such Tax Return, and such Tax Return shall not be filed without the Escrow Fund Recipient Agent’s approval (which approval shall not be unreasonably withheld, conditioned or delayed).
