Separate Tax Returns. With respect to any SpinCo Separate Tax Return or Direct Sale Separate Tax Return for which Parent is responsible pursuant to this Agreement, Parent and the other members of the Parent Group shall include all Tax Items in such SpinCo Separate Tax Return or Direct Sale Separate Tax Return, as the case may be, in a manner that is consistent with the inclusion of such Tax Items in any related Tax Return for which the Company is responsible to the extent such Tax Items are allocated in accordance with this Agreement.
Separate Tax Returns. Except for PC Mall Federal Consolidated Federal Returns and PC Mall Combined Returns, each Party shall be responsible for the preparation of any Tax Return it is required to file. The Party required to file such Tax Return shall be liable for any Tax due with respect to such Tax Return, shall be entitled to any Refund of such Tax, and shall indemnify the other Party and its Indemnitees against any liability for such Tax.
Separate Tax Returns. (a) Lithium Argentina shall be responsible for preparing and timely filing, or causing any Lithium Argentina Group member to prepare and timely file, any Pre-Arrangement Period or Post-Arrangement Period Separate Tax Return that is required to be filed pursuant to Applicable Law by, or with respect to, Lithium Argentina or any member of the Lithium Argentina Group.
(b) Spinco shall be responsible for preparing and timely filing, or causing any Spinco Group member to prepare and timely file, any Pre-Arrangement Period or Post-Arrangement Period Separate Tax Return that is required to be filed pursuant to Applicable Law by, or with respect to, Spinco or any member of the Spinco Group.
Separate Tax Returns. For all periods following the Closing Date, and for all periods ending prior to or on the Closing Date with respect to state, local and foreign income and other tax returns not filed by Parent and ABNH on a consolidated, combined or unitary basis, Parent and ABNH will file their tax returns for state, local and foreign income tax purposes and all other tax returns on a separate basis and, subject to Sections 11.2 and 11.3, shall be separately responsible for all Taxes assessed with respect to such returns.
Separate Tax Returns. (i) Tax Returns to be Prepared by the Company. The Company shall prepare (or cause to be prepared) and, to the extent permitted by Applicable Law, file (or cause to be filed) all SpinCo Separate Tax Returns and Direct Sale Separate Tax Returns for any Taxable period that ends on or before the Distribution Date; provided, however, that with respect to any such Tax Return that is prepared by the Company but required to be filed by a member of the Parent Group under Applicable Law, the Company shall provide such Tax Returns to Parent not less than three (3) Business Days prior to the due date for filing such Tax Returns (taking into account any applicable extension periods) with the amount of any Taxes shown as due thereon, and Parent shall execute and file (or cause to be executed and filed) the Tax Returns.
(ii) Tax Returns to be Prepared by Parent. Parent shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns and all Direct Sale Separate Tax Returns, in each case, that are not described in Section 5(b)(i). (c) Provision of Information; Timing. SpinCo and Parent shall maintain all necessary information for the Company (or any of its Affiliates) to file any Tax Return that the Company is required or permitted to file under this Section 5, and shall provide the Company with all such necessary information in accordance with the Company Group’s past practice. The Company shall maintain all necessary information for Parent (or any of its Affiliates) to file any Tax Return that Parent is required or permitted to file under this Section 5, and shall provide Parent with all such necessary information in accordance with the SpinCo Group’s and the Direct Sale Transferred Subsidiaries’ past practice. 19 (d) Review of Separate Tax Returns. Parent shall submit to the Company a draft of each SpinCo Separate Tax Return and each Direct Sale Separate Tax Return (other than a SpinCo Separate Tax Return or Direct Sale Separate Tax Return that (i) relates solely to a Post-Distribution Period or (ii) is a Tax Return filed on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis with Parent or any of its Affiliates (other than any such group that includes solely one or more members of the SpinCo Group, one or more Direct Sale Transferred Subsidiaries, or a combination thereof)) described in Section 5(b)(ii) at least thirty (30) days prior to the due date for the filing of such Tax Return, taking into account any app...
Separate Tax Returns. If any Maxtor Subgroup member is required to pay any Taxes related to a separate Tax Return of any HEA Subgroup member, then HEA shall reimburse Maxtor for such Taxes paid. If any HEA Subgroup member is required to pay any Taxes related to a separate Tax Return of any Maxtor Subgroup member, then Maxtor shall reimburse HEA for any such Taxes paid. For purposes of this Agreement:
Separate Tax Returns. 2.1.1 The Corporation shall be responsible for preparing and timely filing, or causing any Corporation Group member to prepare and timely file, any Pre-Arrangement Period or Post-Arrangement Period Separate Tax Return that is required to be filed pursuant to Applicable Tax Law by, or with respect to, the Corporation or any member of the Corporation Group.
2.1.2 The Manager shall be responsible for preparing and timely filing, or causing any Manager Group member to prepare and timely file, any Pre-Arrangement Period or Post-Arrangement Period Separate Tax Return that is required to be filed pursuant to Applicable Tax Law by, or with respect to, the Manager or any member of the Manager Group.
2.1.3 The Asset Management Company shall be responsible for preparing and timely filing, or causing any member of the Asset Management Company Group to prepare and timely file, any Pre-Arrangement Period or Post-Arrangement Period Separate Tax Return that is required to be filed pursuant to Applicable Tax Law by, or with respect to, any member of the Asset Management Company Group.
2.1.4 For the avoidance of doubt, with respect to the section 85 elections under the Tax Act (and the corresponding provisions of any applicable provincial tax legislation) referred to in Section 6.1.3, the “transferor” in each such election shall be responsible for preparing such election.
Separate Tax Returns. For the avoidance of doubt, references in Section 3.09, 5.01(viii), 5.02(a), 7.03 and in this Article VIII to Tax Returns, Tax withholding or other liabilities, or Tax audits, elections or other procedural matters relating to Taxes, of or in respect of the Company or its Subsidiaries apply to them only to the extent they are treated for purposes of Taxes as separate entities or as part of a group consisting only of them, and thus shall not apply to any direct or indirect owner of the Company or its Subsidiaries based on the status of the Company or its Subsidiaries as disregarded entities for certain Tax purposes. Nothing in this Agreement shall grant to Purchaser or to the Company or any of its Subsidiaries any rights of control over, or access to or information about, Taxes or Tax procedures or Tax Returns of or filed by The Xxxxxxx Xxxxx Group, Inc. or its Affiliates other than the Company and its Subsidiaries to the extent they are separate taxpayers.
Separate Tax Returns. All Separate Tax Returns (including amendments thereto) required to be filed or actually filed after the Effective Date shall be the responsibility of Parent if such Tax Returns relate to a Member or Members of the Parent Group or their respective assets or businesses, shall be the responsibility of Processing if such Tax Returns relate to a Member or Members of the Processing Group or their respective assets or businesses, and shall be the responsibility of Feeding if such Tax Returns relate to a Member or Members of the Feeding Group or their respective assets or businesses.
Separate Tax Returns. J.Crew shall prepare and file, or cause to be prepared and filed, any J.Crew Separate Tax Return, and Madewell shall prepare and file, or cause to be prepared and filed, any Madewell Separate Tax Return. In the case of any J.Crew Separate Tax Return or Madewell Separate Tax Return in respect of a Taxable period that (i) includes the Distribution Date, or (ii) ends prior to, but such Separate Tax Return is due after, the Distribution Date: J.Crew or Madewell, as applicable, shall submit such J.Crew Separate Tax Return or Madewell Separate Tax Return, as applicable, to the other Party for review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld) sufficiently in advance of the due date for filing such Separate Tax Return (and in any case, no later than thirty (30) days prior to the date such Separate Tax Return is required to be filed).
