Tax Periods Ending on or Before the Effective Date. The Buyer will prepare and file all tax returns for the Company for periods ending on or before the Effective Date that are filed after the Effective Date (other than income tax returns); and will prepare and file, at Seller’s sole cost and expense, all tax returns for the Company for the fiscal/calendar years ended December 31, 2005 and 2006. The Buyer will permit the Seller to review and comment on each tax return described in the preceding sentence prior to filing and will make such revisions as are reasonably requested by the Seller. The Seller will pay the Buyer for taxes of the Company with respect to such periods within 15 days after payment by the Buyer or the Company of such taxes.
Tax Periods Ending on or Before the Effective Date. Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Effective Date, and if required by applicable law, any of the other Parties hereto will execute and join in the execution of any such filing. All such Tax Returns shall be prepared in accordance with past practice insofar as they relate to such Company. Seller shall permit Buyer to review and comment on each such Tax Return prior to filing.
Tax Periods Ending on or Before the Effective Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Target and its Subsidiaries for all periods ending on or prior to the Effective Date which are filed after the Closing Date. Buyer shall permit Target and its Subsidiaries to review and comment on each such Tax Return described in the preceding sentence prior to filing. Sellers shall reimburse Buyer for Taxes of the Target and its Subsidiaries with respect to such periods within fifteen (15) days after payment by Buyer or the Target and its Subsidiaries of such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing balance sheet.
Tax Periods Ending on or Before the Effective Date. The Stockholders shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company for all Tax periods ending on or prior to the Effective Date that are filed after the Effective Date (“Pre-Closing Tax Periods”).
Tax Periods Ending on or Before the Effective Date. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Effective Date which are filed after the Effective Date. Purchaser shall permit Seller to review and comment on each such Return described in the preceding sentence prior to filing and shall make such revisions to such Returns as are reasonably requested by Seller. To the extent such Taxes are not fully reserved for in the Company’s financial statements, Seller shall pay to Purchaser an amount equal to the unreserved portion of such Taxes. Such payment, if any, along with the costs and expenses incurred by Purchaser in the preparation and filing of the Tax Returns, shall be paid by Seller to Purchaser within fifteen (15) days after receipt of written notice from Purchaser that such Taxes were paid by Purchaser.
Tax Periods Ending on or Before the Effective Date. Except as provided in Section 7.1.1 above, NPC Group shall prepare or cause to be prepared and file or cause to be filed all Returns for the Company or any Company Affiliate for all periods ending on or prior to the Effective Date which are filed on or after the Closing Date. Company or such Company Affiliate shall appoint Alan L. Salts as an officer for the sole purpose of xxxxxxxng and filing any such Return.
Tax Periods Ending on or Before the Effective Date. GSI shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Acquired Companies for all Tax periods ending on or prior to the Effective Date (“Pre-Closing Tax Periods”) which are required to be filed after the Effective Date and relate to Pre-Closing Tax Periods. To the extent time permitting so that neither GSI nor the Acquired Companies will be adversely affected, the Stakeholder Representative shall be entitled to request, such request not to be unreasonably refused, the opportunity to review and suggest reasonable revisions for each such Tax Return. The Principal Stakeholders shall be responsible for all Taxes of the Acquired Companies for all Pre-Closing Tax Periods and shall pay to (or as directed by) the Acquired Companies any Taxes of the Acquired Companies for all Pre-Closing Tax Periods to the extent such Taxes (i) have not already been paid by the Acquired Companies prior to the Effective Date or (ii) have not been accrued for on the books and records of the Acquired Companies as of the Effective Date and such payments shall be made in each applicable case within ten days after the date when GSI notifies the Stakeholders of an amount of such Taxes that is payable to the relevant Taxing Authority.
Tax Periods Ending on or Before the Effective Date. The parties acknowledge that as a result of the transaction provided for in this Agreement that the income tax year of the Company will terminate under Section 708 of the Internal Revenue Code (the “Code”). Accordingly, Buyer shall prepare or cause to be prepared and file or cause to be filed all tax returns for the Company for all periods ending on or prior to the Effective Date which are filed after the Effective Date. The tax returns shall be prepared and computed on a basis consistent with past practices, subject to any adjustments required by applicable law. Buyer shall deliver such tax returns to Seller no later than thirty (30) days before the due date (including extensions) for filing such tax returns, and shall make any revisions to such tax returns as are reasonably requested by Seller. If the parties disagree as to the tax returns, then the parties shall submit the disputed issues to an independent accounting firm for resolution. If a disagreement as to the tax returns is resolved and such resolution determines that changes to the tax returns are deemed appropriate, then Buyer shall file tax returns which are amended in accordance with such resolution. To the extent permitted by applicable law, Seller shall include any income, gain, loss, deduction or other tax items for such periods on its tax returns (or its members’ tax returns, as applicable) in a manner consistent with the Schedule K-1s furnished by the Company to Seller for such periods.
Tax Periods Ending on or Before the Effective Date. B2B shall -------------------------------------------------- prepare or cause to be prepared and file or cause to be filed all Tax Returns for Diagnostics and its Subsidiaries for all periods ending on or prior to the Effective Date which are filed after the Effective Date other than Pre-Merger Consolidated Tax Returns. IVAX shall reimburse B2B for Taxes of Diagnostics and its Subsidiaries with respect to such periods within 15 days after payment by B2B, Diagnostics or its Subsidiaries of such Taxes to the extent the amount of Taxes payable by Diagnostics or its Subsidiaries under Sections 10.1, 10.2 or ---------------------- 10.3 in the aggregate exceed reserves established for unpaid Taxes on the ---- Diagnostics Effective Date Balance Sheet.
Tax Periods Ending on or Before the Effective Date. ICF shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis (in each case, at its sole cost and expense) and on a basis reasonably consistent with past practice (unless ICF is advised otherwise by its outside tax consultants), all Tax Returns with respect to Caliber and the Acquired Subsidiaries for taxable periods ending on or prior to the Effective Date and required to be filed thereafter (the “Prior Period Returns”). ICF shall provide a draft copy of such Prior Period Returns to the Shareholder’s Representative for its review at least fifteen (15) Business Days prior to the due date thereof. The Shareholder’s Representative shall provide its comments to ICF at least five Business Days prior to the due date of such returns, and ICF shall make all changes requested by the Shareholder’s Representative in good faith (unless ICF is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will or are likely to have a material adverse effect on ICF or any of its
