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.
(ii) STOCKHOLDERS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to the COMPANY and any Acquired Party for any taxable period ending on or before the Closing Date. URSI and the STOCKHOLDERS shall (a) with respect to such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such Tax Returns shall be prepared in a manner consistent with applicable laws.
(iii) In order appropriately to apportion any Taxes relating to a taxable period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and any Acquired Party, and such taxable period shall be treated as a Pre-Closing Period for purposes of this Agreement. In any case where applicable law does not permit the Company or an Acquired Party to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company or an Acquired Party for such Interim Period shall be (i) in the case of a Tax that is not based on income or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Interim Period, and the denominator of which is the total number of days in such period, and (ii) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to th...
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).
(b) From and after the Closing Date, Parent shall (i) subject to Section 3.01(d), prepare and file, or cause to be prepared and filed, all WRECO Separate Returns for any Straddle Period, (ii) prepare and file, or cause to be prepared and filed, all WRECO Separate Returns and any related documents or statements required (or permitted) to be filed by any WRECO Group member for any Post-Distribution Period, (iii) prepare and file, or cause to be prepared and filed, all Transfer Tax Returns and (iv) pay, or cause to be paid, all Taxes shown to be due and payable on the Tax Returns described in clauses (i), (ii) and (iii). Weyerhaeuser shall pay Parent for any Taxes shown as due on any Tax Return filed under this Section 3.01(b) for which it has an indemnity obligation under Section 2.01(a) at least two days prior to the filing deadline for Tax Return (including any applicable extensions).
(c) Except as provided in Section 3.02 and with respect to Tax Returns subject to Section 3.01(d), the party required to prepare a return pursuant to Section 3.01(a) or Section 3.01(b) 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. In the absence of a change in Law or circumstances requiring the contrary, any Joint Return relating to a member of the WRECO Group and any WRECO Separate Return for a period ending on or before the Distribution Date...
Tax Return Preparation and Filing. 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. 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. 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 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. 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. Sellers shall prepare in the Ordinary Course (except as otherwise required by applicable Law) and timely file (A) all Tax Returns that are required to be filed by any Acquired Subsidiary on or before the Closing (“Acquired Subsidiary Tax Returns”) and (B) except if an Asset Sale Election is made, all Applicable Tax Returns. For the avoidance of doubt, if an Asset Sale Election is made, all obligations under this Section 6.4(a) with respect to Applicable Tax Returns shall terminate. Except with respect to Pending Income Tax Returns, Sellers shall deliver drafts of all Acquired Subsidiary Tax Returns or Applicable Tax Returns to Buyer no later than thirty (30) days prior to the date (including extensions) on which such Tax Returns are required to be filed (or as promptly as reasonably practicable, in the case of non-income Tax Returns) for Buyer’s review and comment, and Sellers shall not unreasonably fail to reflect any comments requested by Buyer at least ten (10) days prior to the date (including extensions) on which such Tax Returns are required to be filed (in the case of income Tax Returns) or reasonably promptly in advance of the date (including extensions) on which such Tax Returns are required to be filed (in the case of non-income Tax Returns). With respect to Pending Income Tax Returns: (w) Sellers shall use their reasonable best efforts to deliver preliminary drafts of any Pending Income Tax Returns that are U.S. federal income Tax Returns to Buyer for review and approval in as complete a form as possible no later than ten (10) days following the Execution Date, (x) Sellers shall use their reasonable best efforts to deliver final drafts of Pending Income Tax Returns no later than five (5) days prior to the date (including extensions) on which such Tax Returns are required to be filed, (y) Sellers shall not unreasonably fail to reflect any comments requested by Buyer reasonably promptly in advance of the date (including extensions) on which such Tax Returns are required to be filed and (z) in advance of the delivery of final drafts of Pending Income Tax Returns, the Parties shall reasonably cooperate in timely providing information related thereto as reasonably necessary in connection with Buyer’s review and comment on such Tax Returns. No Acquired Subsidiary Tax Return or Applicable Tax Return shall be filed without the consent of Buyer (not to be unreasonably withheld, conditioned or delayed).
Tax Return Preparation and Filing. (a) The Seller shall, at his expense, prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Corporation for the 2017 calendar year and pay all Taxes reflected as due on any such Tax Returns. The Seller shall provide the Purchaser with a copy of such filed Tax Returns within ten (10) calendar days after such filing.
(b) The Purchaser shall, at the Corporation's expense, prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Corporation for the period beginning on January 1, 2018, and ending on (or if required by Law, on such earlier date) the Closing Date. The Purchaser shall provide a copy of each such Tax Return to the Seller for the Seller's review and reasonable comments at least fifteen (15) calendar days prior to the filing due date (taking into account any applicable extensions) for such Tax Return. The Purchaser shall reflect any reasonable comments provided by the Seller, but only if such comments are provided by the Seller in writing within ten (10) days after the Seller receives the draft Tax Returns from the Purchaser. In the event that any such Tax Returns prepared by the Purchaser pursuant to this Section 5.7(b) reflect any Liability for Taxes of the Corporation, the Seller shall pay the amount of such Taxes to the Corporation at least three (3) days prior to the due date for the filing of such Tax Returns.
Tax Return Preparation and Filing. Any Tax Return to be prepared pursuant to the provisions of this Section 11.17 shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for changes required by changes in Legal Requirements or fact. Buyer shall not file an amended Tax Return for any period ending on or prior to the Closing Date without the consent of each Seller. The following provisions shall govern the allocation of responsibility as between Buyer and each Seller for certain Tax matters following the Closing Date:
(a) Sellers' Tax Return Responsibility. Sellers shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns for the Company for all periods ending on or prior to the Closing Date regardless of when they are to be filed. Buyer and each Seller acknowledge that for federal and state income tax purposes, the taxable year of the Company shall end on the Closing Date. All Taxes shown on such Tax Returns shall be paid by Sellers.
