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.
(b) Seller or its Affiliates shall (i) prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Company for all Tax Periods ending on or before the Closing Date, and (ii) timely pay all Taxes due with respect thereto. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.
(c) Buyer shall (i) prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company required to be filed after the Closing Date other than those Tax Returns described in Section 5.1(a), and (ii) timely pay all Taxes due with respect thereto. To the extent any such Tax Return includes a Pre-Closing Tax Period or is a return for which the Seller could otherwise have an indemnification obligation pursuant to Article 8, Buyer shall (i) prepare such Tax Returns consistent with past practices unless a contrary position is required by applicable Law, and (ii) allow Seller a reasonable time, and in no event less than 20 Business Days, to review and comment on the Tax Returns prior to filing, and (iii) not file such Tax Returns without Seller’s prior consent, which shall not be unreasonably withheld. Seller shall reimburse Buyer for the portion of the Taxes shown as due on any Straddle Period Tax Return that are attributable to the Pre-Closing Tax Period on or before the later ten Business Days after request from Buyer for such reimbursement and five Business Days before such Tax is due and payable.
(d) For purposes of this Agreement, in the case of any Straddle Period, the amount of Taxes attributable to the Pr...
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 Sellers have been or prior to the Closing Date will have been filed; and all taxes shown to be due and payable on such returns, all other taxes, duties and other governmental charges payable by any Seller and for the payment of which there may arise any lien upon the Assets sold hereunder subsequent to the Closing Date, and all deficiencies, assessments, penalties and interest with respect thereto due and payable on or before the Closing Date, notice of which has been received by any Seller, 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. 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. 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.
Returns and Payment of Taxes. All tax returns required to be filed on or prior to the Effective Time by Stevxxx xxxe been or prior to the Effective Time will have been filed; and all taxes shown to be due and payable on such returns, all other taxes, duties and governmental charges payable by Stevxxx, xnd all deficiencies, assessments, penalties and interest relating thereto that are accrued or due and payable at or before the Effective Time, will have been paid by Stevxxx xx or before the Effective Date.
Returns and Payment of Taxes. All tax returns required to be filed on or prior to the Effective Time by Travel Systems has been or prior to the Effective Time will have been filed; and all taxes shown to be due and payable on such returns, all other taxes, duties and governmental charges payable by Travel Systems, and all deficiencies, assessments, penalties and interest relating thereto due and payable on or before the Effective Time, will have been paid.
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. All tax returns required to be filed on or prior to the Closing Date by the Company 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 the Company and for the payment of which there may arise any lien upon the Company’s 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. Schedule 2.12(a) lists all of the states and localities with respect to which the Company is required to file any income, sales, business or franchise tax returns with respect to its business
