Returns and Payments. (a) Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax Returns (each a “Consolidated Return”) and (ii) Tax Returns relating to the Company and the Subsidiaries that are attributable to periods ending on or before the Closing Date. Buyer shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner with respect to any non-Consolidated Return relating to the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that a Tax Return cannot be so prepared and filed without a reasonable possibility of being subject to penalties). With respect to any non-Consolidated Return required to be filed by Buyer or Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement of the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.1(b), together with appropriate supporting information and schedules at least fifteen (15) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.
Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return.
Returns and Payments. Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns required to be filed by or with respect to the Company or USIS for a Pre-Closing Tax Period (and Buyer shall (or shall cause the Company) to do the same with respect to any Tax Return required to be filed by or with respect the Company or USIS for a Post-Closing Tax Period or, if required to be filed after the Closing Date, a Straddle Period), and shall timely pay (or cause to be timely paid) any Taxes due in respect of such Tax Returns. Tax Returns required to be filed by or with respect to the Company or USIS for any Pre-Closing Tax Period or Straddle Period shall be prepared in a manner consistent with past practices employed with respect to the Company and USIS, as applicable, except to the extent that Buyer, the Company or USIS determines, with the written advice of independent Tax counsel (to be delivered to Seller as an addressee thereof), that there is not at least a “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position or that a Tax Return cannot be so prepared and filed without being subject to penalties. With respect to any Tax Return of the Company or USIS which is to be prepared (or caused to be prepared) by Buyer pursuant to this Section 9.2, but which (i) could reasonably be expected to result in an indemnity obligation of Seller pursuant to Section 9.1(a) or (ii) relates to a Straddle Period, the Company shall provide Seller and its Representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is required to be paid by Seller pursuant to Section 9.1(a), together with appropriate supporting information and schedules at least thirty (30) days prior to the due date (including any extension thereof) for the filing of such Tax Return. Seller shall have the right to review such Tax Return, schedule and additional information, if any, prior to the filing of such Tax Return, and Buyer shall reflect on such Tax Return any reasonable comments submitted by Seller at least fifteen (15) days prior to the due date of such Tax Return. Neither Buyer nor any of its Affiliates (including, after the Closing Date, the Company and USIS) shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxe...
Returns and Payments. (a) Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to the RFG Family Entities due after the Closing Date (including any valid extensions of time). Tax Returns of the RFG Family Entities due after the Closing Date that relate to any period beginning before the Closing Date (such Tax Returns, the “Straddle Return”) shall be prepared in a manner reasonably consistent with past practices employed with respect to the RFG Family Entities, except where a contrary manner is required by Law. Purchaser shall provide the Sellers’ Representative with a copy of each completed Straddle Return (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Return solely relating to the RFG Family Entities), together with appropriate supporting information and schedules at least fifteen days prior to the due date (including any extensions thereof) for the filing of such Straddle Return, and the Sellers’ Representative shall have the right to review and comment on such Straddle Return prior to the filing of such Straddle Return and Purchaser shall accept all reasonable comments provided by the Sellers’ Representative; provided, however, that for any Straddle Return required to be filed within ninety days of the Closing Date (taking into account any available extensions), Purchaser shall instead use commercially reasonable efforts to afford the Sellers’ Representative a reasonable opportunity (but in no event less than ten business days) to review and approve such Straddle Return prior to filing. The failure of the Sellers’ Representative to propose any changes to any such Straddle Return within fifteen days following the receipt thereof shall be deemed to constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreement.
Returns and Payments. (a) From the date of this Agreement through the Closing Date, the Seller shall cause the Company to prepare and file or otherwise furnish to the appropriate party (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns with respect to the Company that are due (taking into account all available extensions) on or before the Closing Date and all Tax Returns with respect to the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any tax period of the Company that ends on or before the Closing Date, which returns shall be prepared in a manner consistent with past practice employed by the Company. The Purchaser shall prepare (or cause the Company to prepare) all Tax Returns in respect of the Company that are not required to be, or caused to be, prepared and filed by the Seller hereunder including all other Tax Returns required to be filed by the Company for taxable periods ending on or before December 31, 1998, it being understood and agreed that the Purchaser shall not be responsible for the accuracy or completeness of any of the information contained therein. Tax Returns prepared by the Purchaser for any Straddle Period or for any taxable period that ends on or prior to the Reference Date shall be prepared in a manner consistent with past practices employed by the Seller (except to the extent counsel for the Purchaser determines there is no reasonable basis in law therefor). With respect to any Tax Return required to be prepared by the Purchaser hereunder and as to which an amount of Tax is allocable to the Seller under Section 7.01, the Purchaser shall provide the Seller and its authorized representatives with a copy of such completed Tax Return (with which the Purchaser will make available supporting schedules and information), and a statement and supporting schedules certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 7.01(b), at least 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return, and the Seller and its authorized representatives shall have the right to review such Tax Return and statement prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representatives; provided that such consultation do...
Returns and Payments. 62 SECTION 7.02. Contests....................................................................... 63 SECTION 7.03. Conveyance Taxes............................................................... 63 -ii- Table of Contents ----------------- (continued)
Returns and Payments. 68 7.03. Contests...........................................................................................69 7.04. Time of Payment....................................................................................70 7.05. Cooperation and Exchange of Information............................................................70 7.06. Conveyance Taxes...................................................................................71 7.07. Section 338 Election...............................................................................71 7.08. Miscellaneous......................................................................................72 ARTICLE VIII CONDITIONS TO CLOSING 8.01. Conditions to Obligations of Parent................................................................73 8.02. Conditions to Obligations of the Purchaser.........................................................74 Section Page
Returns and Payments. The Company shall prepare and file or otherwise furnish to the appropriate Tax authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns, reports or forms relating to the Company and any Subsidiary that are due on or before, or relate to any taxable period ending on or before, the Closing Date. Returns of the Company and any Subsidiary not yet filed for any taxable period that begins before the Closing Date shall be prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company and any Subsidiary (except to the extent counsel for the Company determines there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed or an item so reported without being subject to penalties).
Returns and Payments. 6.1 Information required from members for the completion of tax returns (including estimated payments, extensions of time, and other required filings) shall be provided by each member according to the schedule reasonably determined by Parent. Payments of tax or liabilities allocated hereunder shall be made at the time and in the manner reasonably determined by Parent. Settlements of tax payments or refunds hereunder may at the reasonable discretion of Parent be made on an estimated basis, but final settlement for any return filed shall be made no later than 30 days after such return is filed except that, where a refund is due from the Government to the Parent, payment by the parent to the appropriate member shall be made within 5 business days of the receipt of the refund. Parent may, in the interest of convenience, net payments due to and from a member or make payment to a member's direct or indirect parent, which shall then promptly make payment to the appropriate member. All payments shall be made in immediately available funds.
