Seller Responsibility. (i) Seller will timely file the U.S. federal income Tax Returns of the Affiliated Group and any Combined Returns (taking into account extensions thereto) for all periods (including any Pre-Closing Tax Period) and will pay any Taxes with respect thereto. The parties agree that they will treat the Acquired Companies as if they ceased to be part of the Affiliated Group, and any comparable or similar group of state, local or foreign laws or regulations, as of the close of business on the Closing Date. Seller will provide Buyer with copies of the separate company pro-forma portion (including only information related to the Acquired Companies) of such Pre-Closing Tax Period Tax Returns (other than Tax Returns filed for estimated Tax payments) filed after the Closing Date pursuant to this Section 4.8(a)(i) within fifteen (15) days after filing of such Tax Returns.
(ii) Seller shall prepare and timely file or shall cause to be prepared and timely filed all other Tax Returns of the Acquired Companies due after the Closing Date for Pre-Closing Tax Periods that do not include a Straddle Period. Seller shall permit Parent and Buyer to review and comment on any Tax Return (other than any Tax Returns filed for estimated Tax payments) prepared pursuant to this Section 4.8(a)(ii).
(iii) All Tax Returns prepared pursuant to this Section 4.8(a) shall be prepared on a basis consistent with the past practices of the Seller and the Acquired Companies and, if Seller has a choice between positions that are consistent with past practices, Seller shall act in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions).
Seller Responsibility. If Seller determines that such Interface Problem is primarily attributable to the design of any Seller Parts, Seller shall Correct, or reimburse Customer for Correcting, the design or workmanship to the extent of any then-existing obligations of Seller under the provisions of the applicable Seller Warranty or Seller Service Life Policy as provided for in Part 2 or Part 3, respectively, of this Exhibit C.
Seller Responsibility. The Seller assumes full and sole responsibility for all tasks related to the purchase and delivery of all Goods included in the Agreement, whether or not the Seller is the actual manufacturer or producer of such Goods. Further, the Seller will be the sole point of contact regarding the Agreement, including payment of charges resulting from the use or purchase of Goods selected.
Seller Responsibility. Except as otherwise provided in Section 9.02(a) and Section 9.04(c), Seller shall make all determinations with respect to and shall file (A) any Seller Group U.S. federal consolidated Tax Returns for all taxable periods, (B) any consolidated, combined or unitary state Tax Return for all taxable periods that includes Seller or one or more members of the Seller Group, (C) all other Tax Returns of the Transferred Entity, or related to the Business or the Transferred Assets, for any period ending on or before the Closing Date, and (D) any property Tax Returns relating to personal property with Lien Dates that occur prior to the Closing, provided that any Tax Returns described in clauses (C) and (D) shall be prepared in a manner not inconsistent with practices, accounting methods, elections and conventions used with respect to such Tax Returns for preceding Tax Periods.
Seller Responsibility. Except as otherwise provided in Sections 9.01(c) and 9.01(f)(iii), Seller shall make all determinations with respect to and shall file (A) any Seller Group Federal consolidated Tax Returns for all taxable periods, (B) any consolidated, combined or unitary state Income Tax Return for any taxable period that includes one or more members of the Seller Group ending on or before the Closing Date, (C) all Tax Returns of the Transferred Entity and with respect to the Business for any Pre-Closing Tax Period and (D) any property Tax Returns relating to personal property with lien dates that occur prior to the Closing.
Seller Responsibility. In the event that Buyer conducts activities at the Wichita Facility outside the Red Restricted Areas which result in disposal costs for Contaminated Soil, Seller is responsible for disposal costs in excess of CDL Disposal Costs.
Seller Responsibility. Seller agrees to sell , subject to Force Majeure, and Buyer agrees to purchase, subject to Force Majeure, the Annual Volumes of Products to be produced under the direction of Seller during each Calendar Year as determined in Section 2.3 (c). If for any Calendar Year, Seller fails for any reason other than Force Majeure to tender to Buyer at least ninety percent (90%) of the designated Annual Volumes of Products, Seller will pay Buyer at a rate of $15.00 per ton multiplied by the difference between (x) ninety percent (90%) of the Annual Volumes of Products for the applicable Calendar Year minus (y) the volume of Products actually tendered by Seller during such Calendar Year, as liquidated damages and not as a penalty, and Buyer shall have no further claim for damages on account of such shortfall in the delivery of the Annual Volumes. Payment shall be made by Seller to Buyer on demand no later than fifteen (15) days from Buyer’s written request for such payment. Notwithstanding the foregoing, : (i) if adverse weather conditions during the last ninety (90) days of any Calendar Year prevent Buyer from purchasing the Annual Volumes of Natural Hardwood or Pine Pulpwood for said Calendar Year, the payments provided for in this Section 8.1 shall not apply unless and to the extent said volumes (together with any volumes required with respect to the first quarter of the following Calendar Year) are not purchased on or before March 31 of the following Calendar Year.
Seller Responsibility. Seller will furnish a replacement part for installation by Seller or by a Seller certified third-party contractor, without charge for the part only, to replace any Equipment part that fails due to a manufacturing defect under normal use and maintenance. The Buyer must pay for any and all shipping and handling charges and other costs of warranty service for the replacement part. If Seller determines equipment is beyond repair, suitable replacement Equipment will be made available in a reasonable time to the Buyer. Any replacement Equipment provided shall be at Buyer’s sole cost and expense including, but not limited to, all shipping, removal, and installation costs and expenses.
Seller Responsibility. (a) SELLER shall supervise and direct the delivery and installation of furniture by its employees.
(b) SELLER shall be responsible for its performance and that of its Vendors. Unless otherwise specified in this Agreement, the SELLER will provide for and/or pay for all labor, materials, equipment, tools, machinery, transportation, and other goods, facilities, and services necessary for the proper execution and completion of the work within its scope.
Seller Responsibility. (a) the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified in this Agreement to be satisfied by Seller has been satisfied in all respects including a release of all Discharged Liabilities including but not limited to those listed on Exhibit B;
(b) the Buyer shall have received from counsel to the Seller an opinion in form and substance as set forth in Exhibit E attached hereto, addressed to the Buyer, and dated as of the Closing Date;
(c) the Buyer shall have received the resignations, effective as of the Closing, of each director and officer of the Target other than those whom the Buyer shall have specified in writing at least one business day prior to the Closing; and
(d) all actions to be taken by the Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.
