Single Business Returns. (a) Parent shall prepare and file (or cause a Parent Entity to prepare and file) any Single Business Returns for a Pre-Closing Period or a Straddle Period that reflects or reports Tax Items relating only to the Bluegreen Business and shall pay, or cause such Parent Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that New BBX Capital shall reimburse Parent for any such Taxes that are New BBX Capital Taxes.
(b) New BBX Capital shall prepare and file (or cause a New BBX Capital Entity to prepare and file) any Single Business Returns for a Pre-Closing Period or a Straddle Period that reflects or reports Tax Items relating only to the New BBX Capital Business and shall pay, or cause such New BBX Capital Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Parent shall reimburse New BBX Capital for any such Taxes that are Parent Taxes.
Single Business Returns. (a) Cogint shall prepare and file (or cause a Cogint Entity to prepare and file) any Single Business Returns for a Pre-Closing Period or a Straddle Period required to be filed by Cogint or a Cogint Entity and shall pay, or cause such Cogint Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that SpinCo shall reimburse Cogint for any such Taxes that are SpinCo Taxes.
(b) SpinCo shall prepare and file (or cause a SpinCo Entity to prepare and file) any Single Business Returns for a Pre-Closing Period or a Straddle Period required to be filed by SpinCo or a SpinCo Entity and shall pay, or cause such SpinCo Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Cogint shall reimburse SpinCo for any such Taxes that are Cogint Taxes.
Single Business Returns. In the case of any such State Income Taxes due with respect to, or required to be reported, on a Single Business Return:
(A) The BGC Entities shall be responsible for any such State Income Taxes due with respect to, or required to be reported on, any BGC Single Business Return.
(B) The Newmark Entities shall be responsible for any such State Income Taxes due with respect to, or required to be reported on, any Newmark Single Business Return.
Single Business Returns. Except as set forth in Section 2.01(d), (a) Navy shall prepare and file (or cause a Navy Entity to prepare and file) any Single Business Return for a Pre-Closing Period or a Straddle Period required to be filed by Navy or a Navy Entity and shall pay, or cause such Navy Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Red Lion shall reimburse Navy for any such Taxes that are Red Lion Taxes (for the avoidance of doubt taking into account those payments (if any) of Taxes with respect to such Tax Return made on or prior to the Closing Date), and (b) Red Lion shall prepare and file (or cause a Red Lion Entity to prepare and file) any Single Business Return for a Pre-Closing Period or a Straddle Period required to be filed by Red Lion or a Red Lion Entity and Red Lion shall pay, or cause such Red Lion Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Navy shall reimburse Red Lion for any such Taxes that are Navy Taxes (for the avoidance of doubt taking into account those payments (if any) of Taxes with respect to such Tax Return made on or prior to the Closing Date).
Single Business Returns. In the case of any such Foreign Income Taxes due with respect to, or required to be reported on, a Single Business Return:
(A) The BGC Entities shall be responsible for any such Foreign Income Taxes due with respect to, or required to be reported on, any BGC Single Business Return.
(B) The Newmark Entities shall be responsible for any such Foreign Income Taxes due with respect to, or required to be reported on, any Newmark Single Business Return.
Single Business Returns. (a) Inpixon shall prepare and file (or cause an Inpixon Entity to prepare and file) any Single Business Returns for a Pre-Closing Period or a Straddle Period required to be filed by Inpixon or an Inpixon Entity and shall pay, or cause such Inpixon Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Sysorex shall reimburse Inpixon for any such Taxes that are Sysorex Taxes.
(b) Sysorex shall prepare and file (or cause a Sysorex Entity to prepare and file) any Single Business Returns for a Pre-Closing Period or a Straddle Period required to be filed by Sysorex or a Sysorex Entity and shall pay, or cause such Sysorex Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Inpixon shall reimburse Sysorex for any such Taxes that are Inpixon Taxes.
Single Business Returns. (a) Starwood shall prepare and file (or cause a Starwood Entity to prepare and file) any Single Business Returns for a Pre-Closing Period or a Straddle Period required to be filed by Starwood or a Starwood Entity and shall pay, or cause such Starwood Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Vistana shall reimburse Starwood for any such Taxes that are Vistana Taxes.
(b) Vistana shall prepare and file (or cause a Vistana Entity to prepare and file) any Single Business Returns for a Pre-Closing Period or a Straddle Period required to be filed by Vistana or a Vistana Entity and shall pay, or cause such Vistana Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Starwood shall reimburse Vistana for any such Taxes that are Starwood Taxes.
Single Business Returns. (a) Parent shall prepare and file (or cause a member of the Parent Group to prepare and file) any Single Business Returns for a Pre-Closing Period (including a Straddle Period) required to be filed by Parent or a member of the Parent Group and shall pay, or cause such member of the Parent Group to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Telemynd shall reimburse Parent for any Telemynd Taxes (including any Taxes for a Straddle Period as determined under Section 8.06).
(b) Telemynd shall prepare and file (or cause a member of the Telemynd Group to prepare and file) any Single Business Returns for a Pre-Closing Period (including a Straddle Period) required to be filed by Telemynd or a member of the Telemynd Group and shall pay, or cause such member of the Telemynd Group to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Parent shall reimburse Telemynd for any Parent Taxes (including any Taxes for a Straddle Period as determined under Section 8.06).
Single Business Returns. Except as set forth in Section 2.01(d), (a) Xxxxxxx shall prepare and file (or cause a Xxxxxxx Entity to prepare and file) any Single Business Return for a Pre-Closing Period or a Straddle Period required to be filed by Xxxxxxx or a Xxxxxxx Entity and shall pay, or cause such Xxxxxxx Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Newco shall reimburse Xxxxxxx for any such Taxes that are Newco Taxes, and (b) Newco shall prepare and file (or cause a Newco Entity to prepare and file) any Single Business Return for a Pre-Closing Period or a Straddle Period required to be filed by Newco or a Newco Entity and shall pay, or cause such Newco Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Xxxxxxx shall reimburse Newco for any such Taxes that are Xxxxxxx Taxes.
Single Business Returns. (a) Alliqua shall prepare and file any Single Business Returns that relates to the Alliqua Business for a Pre-Closing Period or a Straddle Period and shall pay, or cause such Alliqua Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Aquamed shall reimburse Alliqua for any such Taxes that are Aquamed Taxes.
(b) Aquamed shall prepare and file any Single Business Returns that relates solely to the Aquamed Business for a Pre-Closing Period or a Straddle Period and shall pay, or cause such Aquamed Entity to pay, all Taxes shown to be due and payable on such Tax Returns; provided that Alliqua shall reimburse Aquamed for any such Taxes that are Alliqua Taxes.
