Tax Returns and Filings; Payment of Taxes. Each Seller shall prepare all of its Tax Returns for periods ending on or prior to the Closing Date. Sellers shall be responsible for paying all of their Taxes for periods ending on or prior to the Closing Date.
Tax Returns and Filings; Payment of Taxes. Each Seller (or GST on its behalf) shall prepare all of its Tax Returns for all periods and shall be responsible for paying all of its Taxes for all periods (or portions thereof) ending on or prior to the Closing Date. At Closing, the Sellers shall provide Purchaser with tax clearance certificates (to the extent available) or other reasonable assurances of Sellers' payment of any and all accrued but unpaid sales, use, value-added, property or other similar state or local taxes relating to any such period, all in a form satisfactory to Purchaser, all as of the latest practicable date prior to Closing (all such amounts, the "Unpaid Tax Amounts"). Sellers' agreement to reduce the Purchase Price otherwise payable hereunder by an amount equal to such Unpaid Tax Amounts shall be considered reasonable assurance of payment for purposes of the foregoing.
Tax Returns and Filings; Payment of Taxes. On or before the Sale Hearing, the Seller shall give appropriate notice to any federal, state, local or other Taxing Authority to which the Purchaser could have Liability for withholding or paying Taxes with respect to the conduct of the Business for any period or any portion of any period ending on or prior to the Closing Date, or with respect to the transfer of the Business or the Acquired Assets, notifying such Taxing Authority of the Contemplated Transactions and stating that any claim of such Taxing Authority arising out of actions prior to the Closing may be asserted only against the Cash Consideration delivered to the Seller at the Closing.
Tax Returns and Filings; Payment of Taxes. The Purchaser shall have no responsibility for preparing any Tax Returns for, or for paying any Taxes of, the Sellers.
Tax Returns and Filings; Payment of Taxes. Sellers shall prepare all Tax Returns of Sellers or with respect to the Assets and Business for periods ending on or prior to the Closing Date. Sellers shall be responsible for paying all Taxes of Sellers or with respect to the Assets for periods ending on or prior to the Closing Date. All sales, gross receipts, transfer, filing, recordation and similar Taxes and fees (including all real estate transfer and gains Taxes and conveyance and recording fees, if any), and all stamp Taxes, registration Taxes, excise Taxes, duties or other charges arising from or associated with the sale and transfer of the Assets as contemplated herein shall be paid by the Purchaser.
Tax Returns and Filings; Payment of Taxes. Each Seller (or Xxxxx, on any other Sellers' behalf) shall prepare all of its Tax Returns for all periods and shall be responsible for paying all of its Taxes for all periods (or portions thereof) ending on or prior to the Closing Date.
Tax Returns and Filings; Payment of Taxes. Company shall prepare all Tax Returns of Company and all Tax Returns attributable to the Brokerage Assets relating to any period ending prior to the Brokerage Closing Date. Company shall be responsible for paying all Taxes of the Company, and all Taxes attributable to the Brokerage Assets relating to any period or portion of any period ending prior to the Brokerage Closing Date. Buyer shall prepare all Tax Returns attributable to the Brokerage Assets relating to any period beginning after the Brokerage Closing Date. Buyer shall be responsible for paying all Taxes attributable to the Brokerage Assets relating to any period or portion of any period beginning after the Brokerage Closing Date.
Tax Returns and Filings; Payment of Taxes. (a) Sellers shall prepare or cause to be prepared all Tax Returns that Sellers are required to file by applicable Law relating to the Acquired Assets and the operation of the Business for all periods (i) ending on or before the Closing Date or (ii) beginning on or before and ending after the Closing Date (a “Straddle Period”). Purchaser shall prepare or cause to be prepared all Tax Returns relating to the Acquired Assets for periods after the Closing Date.
(b) With respect to all real property Taxes, personal property Taxes, or similar ad valorem obligations levied with respect to the Acquired Assets for any Straddle Period (“Straddle Period Taxes”), whether imposed or assessed before or after the Closing Date, the Liability for payment of each such Straddle Period Tax shall be prorated between Purchaser and Sellers at the Closing Date based on 100% of the amount of such Straddle Period Tax imposed for the prior taxable period. The portion of each such Straddle Period Tax that is allocable to the Sellers shall be the product of (i) 100% of the amount of such Tax for the prior taxable period and (ii) a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period. The portion of each such Straddle Period Tax that is allocable to Purchaser shall be the product of (i) 100% of the amount of such Tax for the prior taxable period and (ii) a fraction, the numerator of which is the number of days in the Tax period remaining after the Closing Date and the denominator of which is the number of days in the entire Tax period. At Closing, the Purchase Price shall be adjusted to reflect the allocation of the Straddle Period Taxes as provided in this Section.
(c) Sellers and Purchaser shall furnish to each other upon request, as promptly as practicable, such information and assistance relating to the Acquired Assets and the Business (including access to Business Records) as is reasonably necessary for the filing of all Tax Returns and other Tax filings, the making of any election related to Taxes, the preparation for any audit by any Taxing authority, and the prosecution or defense of any Claim or Legal Proceeding relating to any Tax Return. Sellers and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes. Sellers and Purchaser shall provide timely notice to each other in writing of any pending or threaten...
Tax Returns and Filings; Payment of Taxes. Sellers shall at their cost and expense file all tax returns and other reports or filings in respect of (a) operations of the Company and (b) resulting from or in connection with the sale of Assets pursuant hereto (whether in connection with any sales, transfer, stamp or documentary tax or otherwise), and shall in each case retain full responsibility in respect thereof.
Tax Returns and Filings; Payment of Taxes. Shareholders agree to timely pay all taxes for which they are primarily liable in connection with the transfer of Shareholder Stock and the receipt of Parent Stock and other consideration in exchange therefor.
