Seller Tax Returns. Subject to Section 5.5(b) below, Seller will prepare and file all Tax Returns of Seller (including Tax Returns required to be filed after Closing Date) to the extent such Tax Returns include or relate to the operations of the Business or the use or ownership of the Business Assets attributable to Pre-Closing Periods (the “Seller Tax Returns”). The Seller Tax Returns shall be true, complete and correct in all material respects and prepared in accordance with applicable Law. Seller will make all payments for Taxes required with respect to the Seller Tax Returns.
Seller Tax Returns. Equity Seller shall at its expense prepare or cause to be prepared and timely filed, and the Company shall take any steps necessary to authorize Equity Seller to file: (i) any income (or similar) Tax Returns of or including the Company for the taxable year ending on or immediately prior to the Closing Date (the “Final Short Year”), (ii) any income (or similar) Tax Returns of or including SSI for the Final Short Year, and (iii) any other Tax Returns of or including the Company or SSI for taxable periods ending prior to the Closing Date (in each case, and collectively with the Final Short Year, a “Pre-Closing Tax Period”) that taking into account extensions timely filed by or on behalf of the Company or SSI, were not required to be filed prior to the Closing Date (each such Tax Return referenced in this sentence, a “Seller Tax Return”). All Seller Tax Returns shall be prepared in a manner consistent with past customs and practices employed by the Company to the extent not inconsistent with applicable Law and by Ernst & Young US LLP or, if not such firm, another accounting firm reasonably acceptable to Equity Buyer. At least thirty (30) days prior to the due date for each such Seller Tax Return (taking into account any extensions timely filed by Equity Seller) of the Company or SSI which, for the avoidance of doubt shall not include any return including the Equity Seller (each such Seller Tax Return referenced in this sentence, a “Separate Seller Tax Return”), Equity Seller shall submit a draft of each Separate Seller Tax Return (together with the related work papers and supporting information) to Equity Buyer for its review or its designee’s review prior to filing. Equity Buyer (or its designee) shall review and comment on such draft Separate Seller Tax Returns in good faith within fifteen (15) days after receipt thereof. If Equity Buyer (or its designee) delivers comments in writing to Equity Seller within such period, Equity Seller shall cause any such reasonable comments to be reflected on such Separate Seller Tax Returns unless such comments: (i) could materially affect a taxable period (including the portion of a Straddle Period) ending prior to the Closing Date; (ii) are inconsistent with the Company’s past practices; or (iii) are inconsistent with applicable Law as of the date the applicable Separate Seller Tax Return is filed. In the event of a disagreement concerning any Separate Seller Tax Return or any comments made by Equity Buyer thereto pursuan...
Seller Tax Returns. Seller shall be responsible for the preparation of all Tax Returns of the Company for any Tax Period ending on or before the Closing Date which are required to be filed after the Closing Date or that relate to a consolidated, combined, unitary or similar Tax Return that includes Seller (or any Affiliate of Seller other than the Company). Such Tax Returns shall be prepared in accordance with this Agreement and past practice of the Company except for the Section 338(h)(10) Election, as otherwise required by Applicable Tax Law, or with the prior written consent of Buyer. At least thirty (30) days prior to the due date thereof, Seller shall provide Buyer drafts of such Tax Returns for review and comment (including any amendment to any such Tax Returns) (for purposes of clarity, it being understood that, in the case of any consolidated, combined, unitary, or other similar Tax Return, such review shall involve only a pro forma return of the Company used in the preparation of such consolidated, combined, unitary, or other similar Tax Return), and Seller shall incorporate any reasonable comments of Buyer thereto. Unless otherwise agreed by Seller and Buyer, the consolidated federal income Tax Return for the Seller Group year ending on the Closing Date will not be prepared on the basis of a ratable allocation election under Treasury Regulations §1.1502-76(b) (or any analogous provision of state, local or foreign Applicable Tax Law). Seller shall timely pay or cause to be timely paid all Taxes required to be shown as due on such Tax Returns.
Seller Tax Returns. Seller shall prepare and timely file or cause to be prepared and timely filed, in a manner consistent with past practice, all Tax Returns that are required to be filed by the Company and its Subsidiaries with respect to all taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date. Seller shall deliver any such Tax Return to Buyer in the form proposed for filing at least ten (10) Business Days prior to the due date thereof and shall consider in good faith all reasonable comments provided by Buyer with respect thereto. For the avoidance of doubt, any federal income Tax Return for the consolidated group that includes Seller and the Company and its Subsidiaries for any taxable period shall not be provided to Buyer. Seller shall pay or cause to be paid, within the time and in the manner required by applicable Law, all Seller Pre-Closing Taxes due with respect to the Tax Returns required to be filed by the Company and its Subsidiaries with respect to all taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date. (ii)
Seller Tax Returns. Sellers shall cause to be included in the federal income Tax Returns (and to the extent permissible state income Tax Returns) that include the income and activities of such Seller all items of income, gain, loss, deduction and credit or other items of such Company up to the Closing Date and shall be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to the periods covered by such Tax Returns.
Seller Tax Returns. Seller shall prepare and timely file or cause to be prepared and timely filed, in a manner consistent with past practice, all (i) Tax Returns required to be filed by the Company on or prior to the Closing Date and (ii) Tax Returns required to be filed on behalf of the Company after the Closing Date that include tax items of the Company for Pre-Closing Tax Periods or Pre-Closing Straddle Periods which are required to be reflected on state unitary or combined Tax Returns of Seller Guarantor or its Affiliates (other than the Company). Seller shall deliver any such Tax Return described in clause (i), or a pro forma reflecting tax items of the Company in the case of Tax Returns described in clause (ii), to Purchaser in the form proposed for filing at least five (5) Business Days prior to filing and shall consider in good faith all reasonable comments provided by Purchaser with respect thereto; provided, further, that Seller shall not file or cause to be filed any such Tax Return relating to any period (or portion thereof) beginning on or after the Closing Date without Purchaser's prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).
Seller Tax Returns. For the avoidance of doubt, notwithstanding anything herein to the contrary, Seller shall control the preparation and filing of all U.S. federal (and applicable state and local) income Tax Returns of Seller and its Affiliates and the preparation, prosecution and defense of any and all Tax claims with respect to U.S. federal (and applicable state and local) income Taxes of Seller and its Affiliates, and Purchaser shall have no rights with respect thereto. Section 6.07
Seller Tax Returns. Seller shall prepare, or cause to be prepared, and timely file all federal, state and local tax returns required to be filed by Seller to the extent required to effect the transfer of the 2023 Tax Credits as well as the Transfer Election Statement for each Eligible Facility. Each Party shall prepare, or cause to be prepared, such Party’s federal and, if applicable, state income tax returns (each, a “Tax Return”) on a basis consistent with this Agreement. Seller shall provide Purchaser, (i) on or before April 15, 2024, evidence that Seller has elected to extend the time for filing Seller’s Tax Return as provided for under the Code, (ii) on or before May 17, 2024 (which is forty-five (45) days prior to Purchaser’s intended 2023 Tax Return filing date), relevant excerpts from a draft Tax Return of Seller related to the 2023 Tax Credits and a draft Transfer Election Statement for each Eligible Facility and any supporting documentation for Seller, (iii) subject to the proviso below, on or before June 16, 2024 (which is fifteen (15) days prior to Purchaser’s intended 2023 Tax Return filing date), relevant excerpts from a draft Tax Return of Seller related to the 2023 Tax Credits and the final Transfer Election Statement for each Eligible Facility and any supporting documentation required for the 2023 Tax Credits to be included in the filing of such Tax Return and Transfer Election Statement(s) for Seller; provided, that if Seller has not received the registration numbers for each Eligible Facility by June 16, 2024, then such date will be extended until the date that is five (5) days after the date on which such registration numbers are received by Seller, but in no event later than October 1, 2024, and (iv) on or before October 1, 2024 (which is fifteen (15) days prior to the extended filing deadline), relevant excerpts from the final Tax Return related to the 2023 Tax Credits and any supporting documentation to be included in the filing of such Tax Return and Transfer Election Statement(s) for Seller. Seller shall not file its 2023 Tax Return prior to the Second Payment Date.
Seller Tax Returns. (A) Seller shall be responsible for the preparation and filing of all Tax Returns required to be filed by or with respect to the Insurer on a consolidated, combined, unitary or similar basis with Seller (or any Affiliate of Seller other than the Insurer). Seller shall timely pay or cause to be timely paid all Taxes due with respect to such Tax Returns. (B) Seller shall prepare or cause to be prepared all Tax Returns of the Insurer due before the Closing Date or for any Tax Period ending prior to the Closing Date which are required to be filed (giving effect to any permitted extensions) after the Closing Date (other than any such Tax Returns to which Section 8.03(c)(i)(A) applies). Such Tax Returns shall be prepared in accordance with the past practice of the Insurer, except for the Section 338(h)(10) Election, as otherwise required by applicable Tax Law, or with the prior written consent of
Seller Tax Returns. Seller shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Transferred Press Subsidiaries that (i) are required to be filed (taking into account extensions properly obtained) on or before the Closing Date or
