Tax Return Filings. With respect to Pre-Closing Tax Period, Purchaser shall, or shall cause the Company to, timely prepare and file with the relevant Taxing Authorities all Tax Returns of the Company the due date for filing of which, determined taking into account extensions, is after the Closing Date. With respect to Tax Returns for taxable periods (or portions thereof) ending on or prior to the Closing Date that Purchaser shall prepare and file, Purchaser shall furnish Seller with a copy of such Tax Returns at least 30 days before such Tax Returns are due, and Purchaser shall consider in good faith any comments of Seller with respect to such Tax Returns. Seller shall, or shall cause the Company to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company the due date for filing of which, determined taking into account extensions, is on or before the Closing Date; provided that Seller shall furnish Purchaser with a copy of such Tax Returns at least 30 days before such Tax Returns are due, and no such Tax Returns shall be filed with any Taxing Authority without Purchaser’s written consent (which such written consent shall not be unreasonably withheld). Any Tax Returns described in this Section 9.2 shall be prepared on a basis consistent with applicable Law (and to the extent consistent with such Law, the past practices of the Company) and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended on the Closing Date, unless otherwise required by applicable Law. If a Tax Return that is required to be filed by Purchaser includes or reports a liability for Taxes for which Seller is responsible, Seller shall pay to Purchaser the amount of liability for Taxes that is owed by Seller no later than 15 Business Days prior to the date such Tax Return is required to be filed (taking into account all filing extensions available with respect to such filing) or, if earlier, such Tax payment due date.
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.
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 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. (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.
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. (b)
Tax Return Filings. (a) (i) Seller shall, or shall cause the Acquired Subsidiaries to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Acquired Subsidiaries the due date for filing of which, determined taking into account extensions, is on or before the Closing Date; provided that Seller shall furnish Purchaser with a copy of such returns at least 60 days before such returns are due, and no such Tax Returns shall be filed with any Taxing Authority without Purchaser's written consent. Any Tax Returns described in the preceding sentence shall be prepared on a basis consistent with the past practices of Seller and the Seller Subsidiaries, except to the extent otherwise required by applicable law, and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions).
Tax Return Filings. (i) Seller shall timely prepare and file (or cause such preparation and filing) in accordance with applicable Law and in a manner consistent with past practice all Tax Returns with respect to the Companies and the Subsidiaries for Tax periods ending on or before the Closing Date (the “Seller Returns”) and will pay (or cause to be paid) all Taxes due with respect to Seller Returns. Seller shall provide, or cause to be provided, to Purchaser substantially final copies of any Seller Returns that must be signed by an officer of Purchaser, the Companies or the Subsidiaries that are due after the Closing Date, including all reasonably necessary workpapers supporting such Seller Returns, within thirty (30) days of the date such Seller Return is due. In the event Purchaser reasonably believes such Seller Return is in violation of applicable Law, Purchaser and Seller will attempt to resolve their disagreement. If Purchaser and Seller are unable to resolve their disagreement, the dispute shall be resolved pursuant to Section 5.4(k) within ten (10) days of submission to the Arbitrator.
Tax Return Filings. The Representative will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company required to be filed on or before the Closing Date (after taking into account extensions therefor). The Surviving Company will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company that the Representative is not obligated to file (or cause to be filed) pursuant to this Section 6.6(a). If any such Tax Return (whether original or amended) prepared (or caused to be prepared) by the Surviving Company relates to or otherwise affects any Pre‑Closing Tax Period, or if any such Tax Return (whether original or amended) prepared (or caused to be prepared) by the Representative relates to or otherwise affects any Post‑Closing Tax Period, then such Tax Return will be prepared in accordance with past practices of the Company (except to the extent otherwise required by applicable Laws) and the preparing party will give to the Representative or the Surviving Company, as applicable, a copy of such Tax Return as soon as practicable after the preparation, but before the filing, thereof for such other party’s review and comment. Such preparing party will consider in good faith and make any changes to such Tax Return that are reasonably requested by the other party and consistent with past practices of the Company and applicable Laws or otherwise required by applicable Laws.
Tax Return Filings. Except as specifically provided in Section 2.5, prior to the Closing Date, the Seller shall, and shall cause the Company and the Company Subsidiaries to, make commercially reasonable efforts to (i) file as many of the Tax Returns identified on Schedule 5.12(a)(i) as is practicable and (ii) pay any Taxes shown as due on such filed Tax Returns and all interest and penalties due in respect of such Tax Returns.
