Tax Returns; Payment of Taxes. Purchaser and Seller agree that:
Tax Returns; Payment of Taxes. Buyer shall, at its own expense, prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Group Companies that are required to be filed after the Closing Date. All Tax Returns relating to a Pre-Closing Tax Period shall be prepared in a manner consistent with such Group Company’s past practices, unless otherwise required by applicable Law and subject to the reporting of Transaction Tax Deductions described below. All Tax Returns relating to a Pre-Closing Tax Period shall be prepared for a pre-closing short year in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not using the “next day” rule of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)), unless otherwise required by applicable Law. With respect to the preparation of all such Tax Returns relating to a Pre-Closing Tax Period, the Buyer, Company and the Stockholders’ Representative agree that (A) Buyer shall cause the Tax year of the Company to close as of the end of the Closing Date for federal income tax purposes by including the Company on Buyer’s (or its owner’s) consolidated Tax Return after the Closing Date, and Buyer shall not take any action, or permit any action to be taken, that would prevent the tax year of the Company from ending for state, local and foreign income tax purposes at the end of the day on the Closing Date, (B) all Transaction Tax Deductions shall be treated as properly allocable to the Pre-Closing Tax Period and shall be included as deductions on the income Tax Returns of the Company for such period, to the maximum extent permitted under applicable Law, and (C) the Company shall not waive any available carryback of any net operating loss, capital loss or credit on any such income Tax Return prepared for a Pre-Closing Tax Period. For the avoidance of doubt, the parties agree that they will elect to deduct 70% of any success-based fees for U.S. federal income Tax purposes pursuant to Rev. Proc. 2011-29. To the extent that any such Tax Return is an income or franchise Tax Return or other Tax Return with respect to which the liability for Taxes exceeds $50,000 that includes a Pre-Closing Tax Period (other than any payroll Tax Return or any other Tax Return filed more frequently than semi-annually), Buyer shall (A) provide the Stockholders’ Representative with a copy of each such draft Tax Return at least thirty (30) calendar days prior to the earlier of (x) the date such Tax Return is filed and (y) the due date...
Tax Returns; Payment of Taxes. (i) Prior to the Closing Date, the Company shall timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filed on or before the Closing Date and shall pay all Taxes due with respect to such Tax Returns or owed (whether or not shown to be due on any Tax Returns).
Tax Returns; Payment of Taxes. (a) Seller Representative shall prepare, or cause to be prepared, all Tax Returns of the Companies for all Pre-Closing Date Tax Periods that are required to be filed after the Closing Date. Such Tax Returns shall be prepared on a basis consistent with past practices of the Companies except to the extent otherwise required by this Agreement or applicable Law. Reasonably in advance of the due date for filing of each such Tax Return, which in the case of income Tax Returns shall be no later than 30 days prior to the due date for filing each such Tax Return, Seller Representative shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Seller Representative shall include in the Tax Return all reasonable comments provided by Buyer with respect to any such draft copy. Buyer will cause such Tax Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide a copy to Seller Representative. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Date Tax Period, Sellers shall pay to Buyer the amount of any Seller Taxes with respect to such Tax Return.
Tax Returns; Payment of Taxes. (a) Filing of Tax Returns; Payment of Taxes.
Tax Returns; Payment of Taxes. Except to the extent resulting from a failure by the Company to provide Echo with timely and correct tax information, including on Schedule K-1 and any applicable state, local or foreign equivalent form, Echo shall (i) timely file all tax returns required to be filed by it and (ii) timely pay all taxes required to be paid by it.
Tax Returns; Payment of Taxes. (a) Except as set forth on Schedule 7.4(a) of the Seller Disclosure Letter, Sellers shall, and shall cause the Conveyed Entities to, prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, (i) all Tax Returns of or which include the Conveyed Entities or the Non-Transferred Assets (including any amendments thereto) that are required to be filed on or prior to the Closing Date; (ii) all Income Tax Returns of or which include the Conveyed Entities (including any amendments thereto) for all taxable periods ending on or prior to the Closing Date, whether required to be filed before, on or after the Closing Date ((i) and (ii), the “Pre-Closing Period Tax Returns”); and (iii) all Transfer Tax Returns required to be filed by Sellers. Sellers shall, and shall cause the Conveyed Entities to, pay all Taxes shown on such Pre-Closing Period Tax Returns when due. Sellers shall file all such Pre-Closing Period Tax Returns that are Income Tax Returns; provided, however, that if any such Income Tax Returns are filed after the Closing and the Sellers are not authorized to file and execute such Income Tax Return by Law, Purchaser shall file (or cause to be filed) such Income Tax Return with the appropriate Taxing Authority.
Tax Returns; Payment of Taxes. Except with respect to Income Taxes, Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns with respect to the Properties for any Tax period or portion thereof (i) ending before the Closing, and (ii) beginning on or before the Closing and ending after the Closing. With respect to any such Tax Returns that include any Taxes apportioned to Buyer pursuant to Section 6.2, Seller will cause such Tax Returns to be timely filed consistently with past practice except as otherwise required by Law, and will provide a copy to Buyer. Seller will pay all Taxes shown as due on such Tax Return, and to the extent any such Taxes paid by Seller are apportioned to Buyer pursuant to Section 6.2, Buyer shall pay to Seller such proportionate amount (except to the extent such Taxes have already been taken into account by Buyer and Seller pursuant to Section 2.2 and Section 9.2) no later than five (5) days after notification by Seller of the payment of such Taxes.
Tax Returns; Payment of Taxes. (a) Seller shall, and shall cause the Conveyed Companies to, prepare and timely file, or cause to be prepared and timely filed, within applicable statutory limits and consistent with prior practice, all Tax Returns of or that include any Conveyed Company (including any amendments thereto) that are due to be filed (giving effect to any extension of time to file) on or prior to the Closing Date. Seller shall, and shall cause the Conveyed Companies to, pay all Taxes shown on such Tax Returns when due. For the avoidance of doubt, Seller shall include any Conveyed Company in any combined, consolidated, or unitary Tax Return for any Pre-Closing Period that includes both any Conveyed Company on the one hand, and Seller or any Affiliate of Seller (other than any Conveyed Company) on the other hand (a “Seller Group Return”) and shall pay all Taxes shown thereon. 84
Tax Returns; Payment of Taxes. Each Seller Local Entity has:
