Common use of Tax Returns for Pre-Closing Periods Clause in Contracts

Tax Returns for Pre-Closing Periods. The Sellers shall prepare or cause to be prepared, and timely file or cause to be filed, all Tax Returns (except for any 1998 partial year Tax Return for the Subject Companies arising from an election of the Purchaser ) of the Subject Company for all taxable periods of the Subject Company ending on or prior to the Closing Balance Sheet Date and shall pay or cause to be paid all Taxes due with respect to such Tax Returns (to the extent not paid by the Subject Company prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any Tax Return of the Subject Company for a 1998 partial year period ending on or prior to the Closing Balance Sheet Date, Sellers shall pay or cause to be paid all taxes due with respect to such period as determined from the books and records of the Subject Company for such period (to the extent not paid by the Subject Company prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any such Tax Returns required to be filed by the Sellers and not required to be filed before the Closing Date, the Sellers shall provide the Purchaser and its authorized Representatives with copies of any such completed Tax Return at least ten (10) business days prior to the due date for filing of such Tax Return and the Purchaser and its Representatives shall have the right to review such Tax Return prior to the filing of such Tax Return. Sellers and the Purchaser agree to consult and resolve in good faith any issues arising as a result of such review.

Tax Returns for Pre-Closing Periods. The Sellers shall prepare or cause to be prepared, and timely file or cause to be filed, all Tax Returns (except for any 1998 partial year Tax Return for the Subject Companies arising from an election of the Purchaser ) of the Subject Company for all taxable periods of the Subject Company ending on or prior to the Closing Balance Sheet Date and shall pay or cause to be paid all Taxes due with respect to such Tax Returns (to the extent not paid by the Subject Company on or prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any Tax Return of the Subject Company for a 1998 partial year period ending on or prior to the Closing Balance Sheet Date, Sellers shall pay or cause to be paid all taxes due with respect to such period as determined from the books and records of the Subject Company for such period (to the extent not paid by the Subject Company on or prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any such Tax Returns required to be filed by the Sellers and not required to be filed before the Closing Date, the Sellers shall provide the Purchaser and its authorized Representatives with copies of any such completed Tax Return at least ten (10) business days prior to the due date for filing of such Tax Return and the Purchaser and its Representatives shall have the right to review such Tax Return prior to the filing of such Tax Return. Sellers and the Purchaser agree to consult and resolve in good faith any issues arising as a result of such review.

Tax Returns for Pre-Closing Periods. (a) The Sellers Seller shall prepare or cause to be prepared, and timely file or cause to be filed, all included in the consolidated federal income Tax Returns (except for and the state income Tax Returns of any 1998 partial year state that permits consolidated, combined or unitary income Tax Return for the Subject Companies arising from an election of the Purchaser Returns, if any) of the Subject Company affiliated group of corporations filing a consolidated income Tax Return of which the Seller is a member for all taxable periods of the Subject Company ending on or prior to before the Closing Balance Sheet Date Date, all items of income, gain, loss, deduction and credit and other tax items ("Tax Items") of the Company and each Subsidiary that are required to be included therein, shall cause such Tax Returns to be timely filed with the appropriate taxing authorities and shall pay or cause be responsible for the timely payment (and entitled to be paid any refund) of all Taxes due with respect to the periods covered by such Tax Returns Returns. (to the extent not paid by the Subject Company prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). b) With respect to any Tax Return of the Subject Company for covering a 1998 partial year taxable period ending on or prior before the Closing Date that is required to be filed after the Closing Date with respect to the Closing Balance Sheet DateCompany or any Subsidiary that is not described in Section 11.1(a) hereof, Sellers the Seller shall pay or cause such Tax Return to be prepared, shall cause to be paid included in such Tax Return all taxes Tax Items required to be included therein, shall cause such Tax Return to be filed timely with the appropriate taxing authority and shall be responsible for the timely payment (and entitled to any refund) of all Taxes due with respect to such the period as determined from the books and records of the Subject Company for such period (to the extent not paid covered by the Subject Company prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any such Tax Returns required to be filed by the Sellers and not required to be filed before the Closing Date, the Sellers shall provide the Purchaser and its authorized Representatives with copies of any such completed Tax Return at least ten (10) business days prior to the due date for filing of such Tax Return and the Purchaser and its Representatives shall have the right to review such Tax Return prior to the filing of such Tax Return. Sellers and the Purchaser agree to consult and resolve in good faith any issues arising as a result of such review.

Tax Returns for Pre-Closing Periods. The Sellers shall prepare or cause to be prepared, and timely file or cause to be filed, all Tax Returns (except for any 1998 partial year Tax Return for the Subject Companies arising from an election of the Purchaser ) of the any Subject Company for all taxable periods of the such Subject Company ending on or prior to the Closing Balance Sheet Date and shall pay or cause to be paid all Taxes due with respect to such Tax Returns (to the extent not paid by the Subject Company prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet)Returns. With respect to any Tax Return of the Subject Company Companies for a 1998 partial year period ending on or prior to the Closing Balance Sheet Date, Sellers shall pay or cause to be paid all taxes due with respect to such period as determined from the books Books and records Records of the Subject Company Companies for such period (to the extent not paid by the any Subject Company prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any such Tax Returns for income Taxes required to be filed by the Sellers and not required to be filed before the Closing Date, the Sellers shall provide the Purchaser and its authorized Representatives with copies of any such completed Tax Return at least ten twenty (1020) business days prior to the due date for filing of such Tax Return and the Purchaser and its Representatives shall have the right to review such Tax Return prior to the filing of such Tax Return. Sellers and the Purchaser agree to consult and resolve in good faith any issues arising as a result of such review.

Tax Returns for Pre-Closing Periods. The Sellers shall prepare or cause to be prepared, and timely file or cause to be filed, all Tax Returns (except for any 1998 partial year Tax Return for the Subject Companies Company arising from an election of the Purchaser Purchaser) of the Subject Company for all taxable periods of the Subject Company ending on or prior to the Closing Balance Sheet Date and shall pay or cause to be paid all Taxes due with respect to such Tax Returns (to the extent not paid by the Subject Company on or prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any Tax Return of the Subject Company for a 1998 partial year period ending on or prior to the Closing Balance Sheet Date, Sellers shall pay or cause to be paid all taxes due with respect to such period as determined from the books and records of the Subject Company for such period (to the extent not paid by the Subject Company on or prior to the Closing Date or accrued or otherwise reflected as a Liability on the Closing Balance Sheet). With respect to any such Tax Returns required to be filed by the Sellers and not required to be filed on or before the Closing Date, the Sellers shall provide the Purchaser and its authorized Representatives with copies of any such completed Tax Return at least ten (10) business days prior to the due date for filing of such Tax Return and the Purchaser and its Representatives shall have the right to review such Tax Return prior to the filing of such Tax Return. Sellers and the Purchaser agree to consult and resolve in good faith any issues arising as a result of such review.