Tax Return Preparation and Filing. (i) URSI will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to URSI or any Acquired Party for any taxable period beginning on or after the Closing Date. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the Company pursuant to Code Section 381 and the regulations promulgated thereunder.
Tax Return Preparation and Filing. (a) From and after the Closing Date, Weyerhaeuser shall (i) prepare and file, or cause to be prepared and filed, all Joint Returns, (ii) subject to Section 3.01(d), prepare and file all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any taxable period ending on or prior to the date of the Transaction Agreement and (iii) pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns. Parent shall pay Weyerhaeuser for any Taxes shown as due on any Tax Return filed under this Section 3.01(a) for which it has an indemnity obligation under Section 2.01(b) at least two days prior to the filing deadline for Tax Return (including any applicable extensions).
Tax Return Preparation and Filing. (i) HDS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to HDS or the COMPANY for any taxable period beginning after the Closing Date. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the COMPANY pursuant to Code Section 381 and the regulations promulgated thereunder.
Tax Return Preparation and Filing. (a) P&G shall (i) prepare and file, or shall cause to be prepared and filed, all Joint Returns, and (ii) subject to Section 3.01(b), prepare all Folgers Separate Returns and any related documents or statements required (or permitted) to be filed by any Folgers Group member for a Pre-Closing Period, and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any Folgers Group Taxes. RMT Partner shall prepare and file, or shall cause to be prepared and filed, subject to Section 3.01(b), all Folgers Separate Returns and any related documents or statements required (or permitted) to be filed by any Folgers Group member for a Straddle Period, and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Returns, other than any P&G Group Taxes. Except as provided in Section 2.01(f), Section 3.01(b) or Section 3.02, the party required to prepare a return pursuant to this Section 3.01(a) shall determine, with respect to such return: (i) the manner in which such Tax Return shall be prepared and filed, including the manner in which any item of income, gain, loss, deduction or credit shall be reported thereon and the allocation of items, (ii) whether any extensions of time to file any such Tax Return will be requested or any amended Tax Return will be filed, and (iii) the elections that will be made on any such Tax Return; provided, however, that, in the absence of a change in law or circumstances requiring the contrary, Folgers Separate Returns and the portion of any Joint Return relating to a member of the Folgers Group shall be prepared, where applicable, on a basis consistent with the Folgers Group’s elections, accounting methods, conventions and principles of taxation used for the most recent Tax periods for which Tax Returns of the Folgers Group involving similar matters have been filed.
Tax Return Preparation and Filing. (a) Subject to Section 3.03, Parent shall prepare and file, or shall cause to be prepared and filed, all Joint Returns required to be filed under applicable Tax law after the date hereof (including any Joint Returns required to be filed for the taxable period in which the Transactions occur), and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Joint Returns; provided that Prothena shall (i) provide Parent, within 15 days of its request, with all information requested by Parent for purposes of calculating the Prothena Group’s items of income, gain, loss, deduction or expense to be reported on any such Joint Return, and (ii) pay to Parent the Prothena Group’s share, if any, of any Tax liability reported on such Joint Return, within five days of Parent’s delivery of a reasonably detailed calculation of such Tax liability, which calculation shall be made by the Parent Group in accordance with its past practices. Subject to Section 3.02, Prothena shall prepare and file, or shall cause to be prepared and filed, all Prothena Separate Returns required to be filed under applicable Tax law after the date hereof, and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Prothena Separate Returns.
Tax Return Preparation and Filing. The Stockholders and B&B will be --------------------------------- responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns for B&B.
Tax Return Preparation and Filing. The General Partner shall cause to be prepared and timely filed all US and non-US tax returns required to be filed by or for the Partnership.
Tax Return Preparation and Filing. For such period of time as Executive's U.S. (including any applicable state) or foreign tax returns are affected by this Agreement or the services to be provided by Executive hereunder, the Company will promptly pay or (at Executive's option) reimburse Executive for the cost to prepare and file all such U.S. (including any applicable state) and foreign tax returns.
Tax Return Preparation and Filing. The Stockholders and Unidyne will --------------------------------- be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns for Unidyne.
Tax Return Preparation and Filing. Seller shall prepare and file all Tax Returns required to be filed with respect to ECG, the Contributed Assets or the Business for Pre-Effective Date Periods (not including Straddle Periods) consistent with past practice. Buyer shall prepare and file all Tax Returns required to be filed with respect to ECG, the Contributed Assets or the Business for Straddle periods and Post-Effective Date Periods and, except with respect to sales and use Tax Returns described in paragraph (a) above, including sales and use or excise Tax Returns for a taxable period that begins before and ends on or after the Effective Date with a due date that falls in the Post-Effective Date Period. Buyer shall deliver to Seller a copy of the Tax Return for the Straddle Period not later than seven (7) business days prior to the date on which Buyer has notified Seller that such Tax Return is to be filed. Seller may make comments on such Tax Return until four (4) business days prior to the date such Tax Return is to be filed, and Buyer will incorporate such comments to the extent Buyer deems it to be appropriate to do so in the exercise of its reasonable discretion. Buyer shall provide to Seller a statement which supports the amount of Tax attributable to the Pre-Effective Date Period. Seller shall pay to Buyer, no later than three (3) days prior to the date a Tax Return for a Straddle Period is to be filed, the portion of the Taxes reflected on such Tax Return which is attributable to the Pre-Effective Date Period; provided that, appropriate credit with respect to such Taxes attributable to the Pre-Effective Date Period shall be given to Seller for payments (a) already made by Parent, Seller, or ECG to a taxing jurisdiction in the Pre-Effective Date Period or to Buyer as payment for such Tax liabilities but only if and to the extent that such payments are not included as Contributed Assets or as an asset of ECG as of the Effective Date, or (b) accruals for such Tax liabilities that are included as Contributed Liabilities (as long as such accruals are taken into account in determining Net Working Capital and Adjusted Net Assets for purposes of Section 3.25). Seller shall not file any amended Tax Return of ECG or make, change or revoke any Tax election of ECG.
