Single Business Tax Returns. (i) Houston shall prepare and file (or cause to be prepared and filed) any Single Business Tax Return for a Pre-Distribution Period or a Straddle Period required to be filed by the Houston Group.
(ii) Xxxxxxx shall prepare and file (or cause to be prepared and filed) any Single Business Tax Return for a Pre-Distribution Period or a Straddle Period required to be filed by the Xxxxxxx Group after the Distribution Date.
Single Business Tax Returns. (i) Remainco shall prepare and file (or cause to be prepared and filed) any Single Business Tax Return for a Pre-Distribution Period or a Straddle Period required by Law to be filed by a member of the Remainco Group.
(ii) Merger Partner shall prepare and file (or cause to be prepared and filed) any Single Business Tax Return for a Pre-Distribution Period or a Straddle Period required by Law to be filed by a member of the Spinco Group after the Distribution Date.
Single Business Tax Returns. (i) Parent shall prepare and file (or cause a Parent Entity to prepare and file) any Single Business Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by Parent or a Parent Entity and shall pay, or cause such Parent Entity to pay, all Taxes shown to be due and payable on such Tax Return. For the avoidance of doubt, the Single Business Tax Returns subject to this Section 2.2(b)(i) shall be set forth on Schedule 2.1(a).
(ii) HY shall prepare and file (or cause a HY Entity to prepare and file) any Single Business Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by HY or a HY Entity and shall pay, or cause such HY Entity to pay, all Taxes shown to be due and payable on such Tax Return. For the avoidance of doubt, the Single Business Tax Returns subject to this Section 2.2(b)(ii) shall be set forth on Schedule 2.1(b).
Single Business Tax Returns. Except as provided in Section 5.03, the Indemnifying Party shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Single Business Tax Return for which the Indemnifying Party is responsible pursuant to Article III and any such defense shall be made diligently and in good faith; provided, that the Indemnifying Party shall keep the Indemnified Party informed in a timely manner of all actions proposed to be taken by the Indemnifying Party and shall permit the Indemnified Party to participate in all proceedings with respect to such Tax Proceeding.
Single Business Tax Returns. Houston shall be responsible for any and all Pre-Distribution Period Taxes due with respect to or required to be reported on any Single Business Tax Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods which Taxes are not Xxxxxxx Taxes.
Single Business Tax Returns. With respect to any Single Business Tax Return which reflects Taxes which are reimbursable by the Reviewing Party, in whole or in part, the Preparing Party shall (x) unless otherwise required by Law or agreed to in writing by the Reviewing Party, prepare such Tax Return in a manner consistent with Past Practice to the extent such items affect the Taxes for which the Reviewing Party is responsible pursuant to this Agreement, and (y) submit to the Reviewing Party a draft of any such Tax Return (or to the extent practicable the portion of such Tax Return that relates to Taxes for which the Reviewing Party is responsible pursuant to this Agreement) along with a statement setting forth the calculation of the Tax shown due and payable on such Tax Return reimbursable by the Reviewing Party under Section 2.03 at least thirty (30) days prior to the Due Date for such Tax Return provided, however, that nothing herein shall prevent the Preparing Party from timely filing any such Single Business Tax Return. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.01. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Single Business Tax Return, such Single Business Tax Return shall be timely filed by the Preparing Party and the Parties agree to amend such Single Business Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.
Single Business Tax Returns. Penn shall prepare and file (or cause a Penn Entity to prepare and file) any Single Business Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by Penn or a Penn Entity and shall pay, or cause such Penn Entity to pay, all Taxes and shall be entitled to all Refunds shown to be due and payable on such Tax Return; provided that GLPI shall reimburse Penn for any such Taxes that are GLPI Taxes and Penn shall reimburse GLPI for any such Refunds of GLPI Taxes. GLPI shall prepare and file (or cause a GLPI Entity to prepare and file) any Single Business Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by GLPI or a GLPI Entity and shall pay, or cause such GLPI Entity to pay, all Taxes and shall be entitled to all Refunds shown to be due and payable on such Tax Return; provided that Penn shall reimburse GLPI for any such Taxes that are Penn Taxes and GLPI shall reimburse Penn for any such Refunds of Penn Taxes.
Single Business Tax Returns. (i) Parent shall prepare and file (or cause a Parent Entity to prepare and file) any Single Business Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by Parent or a Parent Entity and shall pay, or cause such Parent Entity to pay, all Taxes shown to be due and payable on such Tax Return. For the avoidance of doubt, the Single Business Tax Returns subject to this Section 2.2(b)(i) shall be set forth on Schedule 2.1(a).
(ii) Xxxxxxxx Beach Holding shall prepare and file (or cause a Xxxxxxxx Beach Holding Entity to prepare and file) any Single Business Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by Xxxxxxxx Beach Holding or a Xxxxxxxx Beach Holding Entity and shall pay, or cause such Xxxxxxxx Beach Holding Entity to pay, all Taxes shown to be due and payable on such Tax Return. For the avoidance of doubt, the Single Business Tax Returns subject to this Section 2.2(b)(ii) shall be set forth on Schedule 2.1(b).
Single Business Tax Returns. (a) Burgundy shall prepare and file (or cause a Burgundy Entity to prepare and file) any Single Business Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by Burgundy or a Burgundy Entity and shall pay, or cause such Burgundy Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Spinco shall reimburse Burgundy 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 Tax Return 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 Return; provided that Burgundy shall reimburse Spinco for any such Taxes that are Burgundy Taxes.
Single Business Tax Returns. (i) Houston shall prepare and file (or cause to be prepared and filed) any Single Business Tax Return for a Pre-Distribution Period or a Straddle Period required by Law to be filed by the Houston Group, as well as any Single Business Tax Return set forth on Schedule 4. (ii) Seattle shall prepare and file (or cause to be prepared and filed) any Single Business Tax Return for a Pre-Distribution Period or a Straddle Period required by Law to be filed by the Seattle Group after the Distribution Date, excluding those Single Business Tax Returns set forth on Schedule 4. (d) Notwithstanding anything to the contrary in this Section 3, (i) the portion of any Tax Return that relates to any Taxes attributable to a Houston Tainting Act shall be prepared by the Responsible Company in the manner determined by Houston in its sole discretion, and (ii) the portion of any Tax Return not described in the foregoing clause (i) that relates to any Taxes attributable to a Seattle Tainting Act shall be prepared by the Responsible Company in the manner determined by Seattle in its sole discretion. For the avoidance of doubt, the foregoing sentence shall apply only to the extent that the Parties shall be aware of the Houston Tainting Act or the Seattle Tainting Act at the time such Tax Return is prepared. Section
