Returns and Payment of Taxes. (a) The Parties acknowledge and agree that because the Company will be treated as an entity disregarded as separate from its owner both before and immediately after the purchase and sale of the Interest, the purchase and sale of the Interest will be treated for U.S. federal income tax purposes as a purchase and sale of all of the assets owned by the Company. Seller and its Affiliates shall report on their U.S. federal income Tax Returns and all applicable state and local income Tax Returns all income, gain, loss, deduction, credit and other tax items for all Pre-Closing Tax Periods. Buyer and its Affiliates shall report on their U.S. federal income Tax Returns and all applicable state and local income Tax Returns all income, gain, loss, deduction, credit and other tax items for all Post-Closing Tax Periods.
Returns and Payment of Taxes. (a) Shareholders’ Representative shall have the authority and obligation (at the Shareholders’ sole cost and expense) to prepare and file timely, or cause to be prepared and filed timely, all Returns of the Company that are first due following the Closing Date (taking into account any valid extensions of time to file) with respect to any taxable period ending on or before the Closing Date, including, for the avoidance of doubt, the federal and applicable state income Tax Returns for the year ending December 31, 2021 being filed on extension (if not filed prior to the Closing Date) and federal and applicable state income Tax Returns for the 2022 short year ending on the Closing Date (each such Return, a “Pre-Closing Return”); provided, that Shareholders’ Representative shall submit all Pre-Closing Returns to Parent no later than twenty (20) days (or in the case of any Pre-Closing Return that is not a Return with respect to Income Taxes, no later than ten (10) days) prior to the due date of such Pre-Closing Returns for Parent’s review, comment (which comment shall be taken into account in good faith) and approval, such approval not to be unreasonably withheld, conditioned or delayed. Such Returns shall be prepared by treating items on such Returns in a manner consistent with the past practices of the Company with respect to such items, except to the extent such practices are not at least “more likely than not” to be upheld under applicable Law, a change in facts or this Agreement. Parent and the Shareholders’ Representative shall cooperate in good faith to resolve any disagreement regarding any Pre-Closing Return prior to the due date thereof. Notwithstanding the foregoing, following the Closing Date, at the option of Parent, the federal and applicable state income Tax Returns of the Company for the years ending December 31, 2021 (to the extent not filed prior to the Closing Date) and the 2022 short year ending on the Closing Date shall be prepared and filed by applying a permitted method of accounting of Parent’s choosing other than the “completed contract method” under Section 460(e) of the Code and Treasury Regulations promulgated thereunder with respect to the Company’s long-term contracts; provided, that notwithstanding anything to the contrary herein, (i) the Income Tax Liability Amount shall be computed on the assumption that such Returns are being prepared and filed applying the “completed contract method” with respect to such contracts and (ii) any ...
Returns and Payment of Taxes. All Federal, state and local income, excise or franchise tax returns, real estate and personal property tax returns, sales and use tax returns and all other tax returns required to be filed on or prior to the Closing Date by Seller with all taxing authorities have been or prior to the Closing Date will have been filed. All amounts shown to be due and payable on such returns, all other taxes, duties and other governmental charges payable by Seller or imposed upon any of the Purchased Assets and for the payment of which there may arise any lien upon the Purchased Assets sold hereunder subsequent to such sale, and all deficiencies, assessments, penalties and interest with respect thereto, in each case due and payable on or before the Closing Date, have been or prior to the Closing Date will have been paid.
Returns and Payment of Taxes. All tax returns required to be filed on or prior to the Closing Date by Seller with all taxing authorities have been or prior to the Closing Date will have been filed or valid extensions obtained; and all taxes shown to be due and payable on such returns, all other taxes, duties and other governmental charges payable by Seller and for the payment of which there may arise any lien upon the Purchased Assets sold hereunder subsequent to such sale, and all deficiencies, assessments, penalties and interest with respect thereto notice of which has been received by Seller, in each case due and payable on or before the Closing Date, have been or prior to the Closing Date will have been paid.
Returns and Payment of Taxes. Fiduciary shall prepare and timely file or cause to be prepared and timely filed all Returns and amendments thereto required to be filed by Fiduciary on or before the Closing Date (taking into account any extensions); such Returns shall be true, correct and complete in all material respects. Buyer shall have a reasonable opportunity to review all such Returns and amendments thereto prior to the filing thereof. Fiduciary shall pay and discharge all Taxes shown to be due on such Returns before the same shall become delinquent and before penalties accrue thereon. Fiduciary shall prepare and timely file or cause to be prepared and timely filed with the appropriate taxing authorities any Returns of Tax which are due after the Closing Date (including Fiduciary's Federal income tax Return for the period that includes the Closing Date) with respect to periods ending on or before the Closing Date; such Returns shall be true, correct and complete in all material respects, and all Taxes shown to be due thereon will be timely paid in full by Fiduciary. In order appropriately to apportion Taxes attributable to a period that includes (but that would not, but for this Section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authorities to treat for all purposes the Closing Date as the last day of a taxable period of Fiduciary, and such period shall be treated as a "Pre-Closing Partial Period" for purposes of this Agreement.
Returns and Payment of Taxes. (a)Seller Representative shall prepare or cause to be prepared and shall timely file or cause to be filed, all Tax Returns for the Company required to be filed by the Company on or before the Closing Date (taking into account extensions) and all income Tax Returns for the Company with respect to any period ending on or before the Closing Date. Buyer will prepare or cause to be prepared and timely file or cause to be filed all other Tax Returns (i.e., other than Tax Returns which the Seller Representative is responsible for preparing under the first sentence of Section 7.01(a)) for the Company. To the extent consistent with applicable Law, the Tax Returns described above will be prepared on a basis consistent with the past practices of the Company. The Sellers shall pay or cause the Company to pay prior to the Closing Date all Taxes due and payable on the Tax Returns filed under the first sentence of this Section 7.01(a) (other than income Taxes of the Company with respect to any period ending on or before the Closing Date, which are the sole responsibility of the Sellers and which shall be timely filed and paid by Sellers when due). The Sellers shall reimburse Buyer with respect to Tax Returns filed under the second sentence of this Section 7.01(a), (i) in the case of Tax periods of the Company ending on or before the Closing Date, for all Taxes of the Company due and payable for such Tax periods, and (ii) in the case of Tax periods of the Company that begin before the Closing Date and end after the Closing Date, an amount equal to that portion of Taxes of the Company due and payable as relates to the portion of the Tax period ending on the Closing Date (as determined under Section 7.01(c), below), within five (5) Business Days after payment by Buyer or the Company of such Taxes, in either case, only to the extent such Taxes are not included in the determination of the Final Closing Net Working Capital. (b)With respect to the Tax Returns referred to in the second sentence of Section 7.01(a) which cover a period (or portion thereof) that begins before the Closing Date (a "Straddle Period Return"), Buyer shall provide Seller Representative with copies of all Straddle Period Returns for Seller Representative's review and approval, which approval shall not be unreasonably withheld, delayed or conditioned, at least thirty (30) days prior to the applicable filing due date. Following receipt of each Straddle Period Return, Seller Representative shall have a perio...
Returns and Payment of Taxes. (i) The Company shall prepare or cause to be prepared and shall timely file or cause to be filed all Tax Returns of the Company for any Pre-Closing Tax Period that are required to be filed on or before the Closing Date (“Company Prepared Returns”). To the extent consistent with applicable Law, the Company will prepare the Company Prepared Returns on a basis consistent with the past practices of the Company.
Returns and Payment of Taxes. All Federal, state and local income, excise or franchise tax returns, real estate and personal property tax returns, sales and use tax returns and all other tax returns required to be filed on or prior to the date hereof by Seller with all taxing authorities have been or prior to the date hereof will have been filed. Except Smithfield Taxes, all amounts shown to be due and payable on such returns, all other taxes, duties and other governmental charges payable by Seller or imposed upon any of the Purchased Assets and for the payment of which there may arise any lien upon the Purchased Assets sold hereunder subsequent to such sale, and all deficiencies, assessments, penalties and interest with respect thereto, in each case due and payable on or before the date hereof or by reason of the sale of the Purchased Assets have been paid by Seller.
Returns and Payment of Taxes. (a) All Returns for Taxes and Tax items relating to the operations or assets of GP, the Partnership or Partnership Subsidiaries that are not imposed on GP, the Partnership or Partnership Subsidiaries for taxable periods or portions thereof ending on or prior to the Closing Date (“Flow-Through Returns”) shall be prepared and filed in the sole discretion of the Sellers’ Representative. Parent shall cause the Surviving GP, the Surviving Partnership and any of the Partnership Subsidiaries, to the extent commercially reasonable, to provide, at Sellers’ Representative expense, any assistance and information reasonably requested by the Sellers’ Representative to enable the Sellers’ Representative (or any other persons preparing Flow-Through Returns) to prepare Flow-Through Returns. The Flow-Through Returns shall be filed in accordance with the prior positions and practices of GP, the Partnership and the Partnership Subsidiaries, unless otherwise required by Law. The Sellers’ Representative shall provide drafts of each Flow-Through Return to Parent at least 30 days prior to the due date of such Flow-Through Return for Parent’s review and comment. Within twenty (20) days after the date of receipt by the Parent of such Flow-Through Return, Parent may deliver to Sellers’ Representative a written request for changes to such Flow-Through Return. Sellers’ Representative shall consider such comments in good faith.
Returns and Payment of Taxes. (i) Sellers, at their sole cost and expense, shall prepare and timely file or cause to be prepared and timely filed all IRS Forms 1065 and any analogous forms for state income Tax for which taxable income attributable to the Company’s operations is allocated to Sellers on a pass-through basis for all Tax periods ending on or before the Closing Date, including those which are due to be filed after the Closing Date (“Seller Income Tax Returns”). To the extent consistent with applicable Law, Sellers will prepare the Seller Income Tax Returns on a basis consistent with the past practices of the Company; provided that, each Seller Income Tax Return shall include elections under Sections 754 (if such election is not already in place) of the Code. Sellers shall deliver to Buyer, at least ten (10) Business Days prior to their due date, any Seller Income Tax Returns for Buyer’s review and comment.
