Tax Return Filings. (a) Subject to Section 11.1(b)-(e) below, the Sellers’ Representative shall timely prepare and file (or cause to be timely prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for filing of which (determined taking into account any available extensions) is on or before the Closing Date (“Pre-Closing Covered Tax Returns”), and the Buyer shall timely prepare and file (or cause to be prepared and filed) with the relevant Taxing Authority any Covered Tax Return the due date for the filing of which (determined taking into account any available extensions) is after the Closing Date (“Post-Closing Covered Tax Returns”); provided, however, that all such Covered Tax Returns shall be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, unless otherwise required by applicable Law; and provided, further, however, that any Covered Tax Return that is otherwise required to be filed for a Straddle Period shall, to the extent permitted by applicable Law, be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date.
(b) In the case of any Pre-Closing Covered Tax Return relating to income Tax or another material Tax, the Sellers’ Representative shall provide the Buyer with a copy of each such Tax Return at least thirty (30) calendar days before such Pre-Closing Covered Tax Return is required to be filed under applicable Law, and no such Pre-Closing Covered Tax Return shall be filed without the Buyer’s prior written consent, which consent may only be withheld if the Buyer reasonably determines that (i) such Pre-Closing Covered Tax Return, if filed as prepared by the Sellers’ Representative, would not be prepared on a basis consistent with the past practices of the Company and the Company Subsidiaries, or (ii) the likelihood of any material position reflected on such Pre-Closing Covered Tax Return being upheld in a Tax proceeding is not greater than 50% or such higher standard as may be required under applicable law to avoid the imposition of penalties or to avoid disclosure, including on Schedule UTP (Uncertain Tax Position) or pursuant to FIN 48; provided that the Buyer shall be deemed to have agreed to any such draft Pre-Closing Covered Tax Return unless the Buyer notifies the Sellers Representative in writing of any objections thereto (any such objection, a “Buyer Objection”) within ten (10) calendar days of receipt of the applicable Pre-Clos...
Tax Return Filings. Except as set forth in Schedule 4.11(a) attached hereto, each of the Companies has filed all Tax Returns (or Tax Returns have been filed on behalf of each Company) (or received an appropriate extension of time to file such Tax Returns) required to be filed by it prior to the date hereof. All Tax Returns were true, complete, and correct and, unless an extension of time was obtained, filed on a timely basis. Each Company (i) has paid all material Taxes that are due, or claimed or asserted by any taxing authority to be due, from such Company for the periods covered by the Tax Returns except for Taxes being contested in good faith or (ii) have duly and fully provided reserves adequate to pay all Taxes in accordance with GAAP.
Tax Return Filings. (a) Parent shall timely prepare (or cause to be timely prepared) all Tax Returns of the Companies that are due with respect to any Pre-Closing Tax Filing Period. Such Tax Returns shall be prepared on a basis consistent with the past practices of the Companies. Except as provided in Section 8.01(b), Parent shall provide copies of such Tax Returns to Purchaser, in the case of income Tax Returns, not less than fifteen (15) days prior to the due date for the filing of such Tax Returns, and, in the case of all other Tax Returns, not less than five (5) Business Days prior to the due date for the filing of such Tax Returns, and Purchaser may provide comments to such Tax Returns, but Parent shall not be obligated to accept any such comments. Parent shall cause the relevant Companies to execute and file such Tax Returns and to provide Purchaser a copy of such Tax Returns. In addition, Parent shall pay on or prior to the due date, any amount due and payable on such Tax Returns.
(i) Any Tax Return which Parent is responsible to prepare (or cause to be prepared) and cause to be executed and filed pursuant to Section 8.01(a) and which reflects a position taken on such Tax Return that is (A) inconsistent with past practices of the Company (other than changes to the names of certain Companies as a result of the Reorganization) and (B) likely to negatively affect the Companies for a Post-Closing Tax Period, shall, in the case of income Tax Returns, not less than fifteen (15) days prior to the due date for the filing of such Tax Returns, and, in the case of all other Tax Returns, not less than five (5) Business Days prior to the due date for the filing of such Tax Returns, be prepared and submitted by Parent to Purchaser for Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. If Purchaser consents to such Tax Return, Parent shall (1) cause the relevant Company to execute and file such Tax Return, and (2) shall pay on or prior to the due date, any amount due and payable on such Tax Return.
(ii) Any Tax Return of the Companies which relates to any Straddle Period shall, not less than fifteen (15) days prior to the due date for the filing of such Tax Return, be prepared and submitted by the party responsible for its filing pursuant to this Section 8.01 to Parent or Purchaser, as the case may be, for such non-filing party’s consent, which consent shall not be unreasonably withheld or delayed. If the non-filing party consents to such Tax Return, th...
Tax Return Filings. Except as disclosed in SECTION 2.09(a) OF THE DISCLOSURE SCHEDULE, Seller and Los Pueblos have filed all Tax Returns (or the Tax Returns have been filed on its behalf) required to be filed by applicable law prior to the date of the Disclosure Schedules. All Tax Returns were (and, as to Tax Returns not filed as of the date hereof, will be) true, complete and correct and filed on a timely basis. Seller and Los Pueblos (i) have paid all Taxes that are due, or claimed or asserted by any taxing authority to be due, from Seller or Los Pueblos for the periods covered by the Tax Returns or (ii) have duly and fully provided reserves adequate to pay all Taxes.
Tax Return Filings. Each Seller has filed all Tax Returns, as applicable, relating to the Business and the Assets and the GmbH Subsidiary required to be filed by applicable Law. All such Tax Returns were true, complete and correct in all material respects and filed on a timely basis. Each Seller has paid all Taxes that are due, or claimed or asserted in writing to such Seller by any taxing authority to be due, from such Seller for the periods covered by such Tax Returns. The GmbH Subsidiary has timely filed all Tax Returns required to be filed by applicable Law, and all such returns were true, complete and correct. The GmbH Subsidiary has paid all Taxes that are due or claimed or asserted in writing to the GmbH Subsidiary by any taxing authority to be due, from the GmbH Subsidiary for the periods covered by such Tax Returns. Pioneer Canada has withheld from each payment made to any of its past or present employees, officers or directors, and to any non-resident of Canada, the amount of all taxes and other deductions required to be withheld therefrom, and has paid the same to the proper Governmental or Regulatory Authority within the time required under any applicable Laws. Pioneer Canada has remitted to the appropriate Governmental or Regulatory Authority, when required by law to do so, all amounts collected by it on account of federal goods and services tax ("GST") and applicable provincial sales taxes.
Tax Return Filings. Except as set forth in SECTION 2.12(a) OF THE DISCLOSURE SCHEDULE, the Company and its Subsidiaries have filed all Tax Returns (or the Tax Returns have been filed on behalf of the Company and its Subsidiaries) required to be filed by applicable law prior to the date of the Disclosure Schedule. All Tax Returns were (and, as to Tax Returns not filed as of the date hereof, will be) true, complete and correct and filed on a timely basis. The Company and its Subsidiaries (i) have paid all Taxes that are due, or claimed or asserted by any taxing authority to be due, from the Company and its Subsidiaries for the periods covered by the Tax Returns or (ii) has duly and fully provided reserves adequate to pay all Taxes in accordance with GAAP.
Tax Return Filings. The Contributor Representative (on behalf of the Contributor Parties) shall timely file or cause to be timely filed when due all Tax Returns required to be filed by or with respect to the Contributed Companies for all Tax periods ending on or prior to the Closing Date that are due on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. Buyer shall timely file or cause to be timely filed when due all Tax Returns required to be filed by or with respect to the Contributed Companies for all Tax periods beginning on or prior to the Closing Date that are due after the Closing Date (each, a “Pre-Closing Tax Return”), and the Contributor Representative (on behalf of the Contributor Parties) shall advance to Buyer any Taxes reflected on any Pre-Closing Tax Return at least five (5) Business Days prior to the due date of such Pre-Closing Tax Return. All such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law and on a basis consistent with this Agreement.
Tax Return Filings. The Purchaser shall, or shall cause each Company to, timely prepare and file with the relevant Taxing Authorities all of such Company's Tax Returns, the due date for filing of which, determined taking into account Tax extensions, is after the Closing Date, excluding the income Tax Returns for the Final S Tax Period of each Company. Any Tax Returns for any Pre-Closing Tax Period or Straddle Period that the Purchaser is preparing and filing (or causing to be prepared and filed) shall be prepared on a basis consistent with the past practices of the relevant Company and in a manner that does not distort taxable income (e.g., by deferring income or accelerating
Tax Return Filings. (a) Owners' Obligations. Owners shall file, or cause to be filed, on a timely basis and at their sole cost and expense, all tax returns, tax reports or similar filings required to be filed by any governmental entity or regulatory body with respect to Solid and its Subsidiaries for tax periods ending prior to or on September 30, 1999. Prologic, and Surviving Corporation agree to make the books and records of Solid available to the Owners at reasonable times and upon reasonable notice for purposes of complying with this Section 5.14(a).
Tax Return Filings. The Companies have duly filed or caused to be filed, or shall duly file or cause to be filed, in a timely manner (taking into account all extensions of due dates) with the appropriate Governmental Entity all Tax Returns, which are required to be filed on or before the Effective Time by or on behalf of the Companies and such returns are (or will be, in the case of those filed or caused to be filed between the date hereof and the Effective Time) complete and correct in all material respects, and all Taxes shown to be due on such Tax Returns have been or will have been paid in full on or before the Effective Time.
