Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date.
(b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date.
(c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date.
(d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns.
(e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, re...
Preparation and Filing of Tax Returns; Payment of Taxes a. LTC shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities (i) all federal and state Income and Other Tax Returns of the LTC Group and any member or members thereof for all taxable years and periods ending on or before the Closing Date; and (ii) all federal and state Income and Other Tax Returns of LTC for all taxable years and periods beginning after the Closing Date. LTC shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (a). LTC shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the LTC Assets for all taxable years and periods.
b. Healthcare shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities, all federal and state Income and Other Tax Returns of the Healthcare Group and any member or members thereof for taxable years and periods beginning after the Closing Date. Healthcare shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (b). Healthcare shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the Healthcare Assets for all taxable years and periods.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.
(b) Except as provided in Section 10.1(a), the Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Company or any Consolidated Subsidiary not filed on or before the Closing Date, including Tax Returns which were required to be filed before the Closing but were not filed and all other Tax Returns with respect to the Company or any Consolidated Subsidiary or in respect of their businesses, assets or operations. The Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that the Seller shall, within fifteen (15) calendar days after receipt of written notification that such a payment was made by the Buyer, reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Company or any Consolidated Subsidiary for any period ending (or deemed pursuant to Section 10.3(b) to end) on or before the Closing Date to the extent such portion of the payment exceeds the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance Sheet.
(c) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous filed Tax Return (if any) if the previous Tax Return was prepared consistent with applicable Tax rules and regulations, and the Buyer shall consult with the Seller concerning each such Tax Return.
Preparation and Filing of Tax Returns; Payment of Taxes. LTC shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities (i) all federal and state Income and Other Tax Returns of the LTC Group and any member or members thereof for all taxable years and periods ending on or before the Closing Date; and (ii) all federal and state Income and Other Tax Returns of LTC for all taxable years and periods beginning after the Closing Date. LTC shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (a). LTC shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the LTC Assets for all taxable years and periods.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers shall prepare and file (in each case, at its own cost and expense and in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company for all Pre-Closing Periods. The Sellers shall timely pay all taxes shown to be due and payable on such Tax returns.
(b) Any refund of taxes of the Company which are allocable pursuant to this Agreement to (i) a Post-Closing Straddle Period shall be for the account of the Purchaser and (ii) a Pre-Closing Straddle Period shall be for the account of such Seller. Such Seller shall promptly pay to the Purchaser, and the Purchaser shall promptly pay (or cause to be paid) to such Seller, the amount of any such refund received by such Seller or the Purchaser, as the case may be, to the extent such other party is entitled to such refund pursuant to this Agreement.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) Each Seller will report as part of its Tax Returns the transactions and results of the operations of the Business and the Acquired Assets for taxable periods or portions thereof ending on or prior to the Closing Date and Sellers shall pay any and all Taxes attributable thereto.
(b) Buyer will pay any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-Income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement, whether levied on Buyer or a Seller or any of its Affiliates.
(c) Buyer will report as part of its Tax Returns the transactions and results of the operations of the Business and the Acquired Assets for taxable periods or portions thereof beginning after the Closing Date, and Buyer shall pay any and all Taxes attributable thereto.
Preparation and Filing of Tax Returns; Payment of Taxes. Acquiror shall prepare and file or cause to be prepared and filed all Tax Returns of the Company for a Pre-Closing Tax Period that are filed after the Closing Date and, subject to the indemnification obligations hereunder, shall pay or cause to be paid all Taxes due with respect to such Tax Returns. All such Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Company, except as otherwise required by applicable Legal Requirements, except that (i) the Transaction Tax Deductions shall be included in the Pre-Closing Tax Period to the extent permitted by applicable Legal Requirements, and (ii) Acquiror shall not, and shall not cause the Company to, waive any carryback of net operating losses under Section 172(b)(3) of the Code on any Tax Return of the Company filed in respect of a taxable period beginning before the Closing Date. Acquiror shall provide the Securityholder Representative copies of all U.S. federal income Tax Returns and all other material Tax Returns for any Pre-Closing Tax Period that reflects a Tax for which the Company Stockholders are responsible for pursuant to this Agreement at least thirty (30) days for income Tax Returns and ten (10) days for other material Tax Returns prior to their filing, shall permit the Securityholder Representative to review and comment on each such Tax Return prior to filing and shall consider in good faith such revisions to such Tax Returns as are reasonably requested by the Securityholder Representative in writing. Any disputes over such Tax Returns shall be submitted to an impartial nationally recognized Tax accounting firm appointed by mutual agreement of Acquiror and the Securityholder Representative (the “Independent Tax Accountant”) for resolution in substantial accordance with the procedure set forth in Section 1.10(a)(iii).
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Seller shall be responsible for the preparation and filing of all Tax Returns for any Income Taxes (as hereinafter defined) of the Company for all taxable periods that end on or before the Closing Date and all other Tax Returns of the Company required to be filed (taking into account extensions) prior to the Closing Date. For purposes of this Agreement, "Income Taxes" shall mean any Taxes imposed upon or measured by net income. The Seller shall make or cause to be made all payments required with respect to any such Tax Returns whether or not shown thereon. The Buyer shall promptly reimburse the Seller for the amount of any such Taxes paid by the Seller (i) to the extent such Taxes are attributable (as determined under Section 7.2 hereof) to periods following (or deemed pursuant to Section 7.2(b) to follow) the Closing Date and (ii) to the extent of any reserves for Taxes on the Closing Balance Sheet (the "Tax Reserves") taken into account in determining the Final W.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Company shall prepare and timely file all Tax Returns of the Company required to be filed (taking into account extensions) prior to the Closing Date.
(b) The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns not filed on or before the Closing Date, including Tax Returns which were required to be filed before the Closing but were not filed and all other Tax Returns with respect to the Company or in respect of its business, assets or operations.
(c) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return, to the extent such reporting is allowable without significant risk of the imposition of penalties or additions to Tax as determined by the Buyer in consultation with its Tax advisors; provided however, if the Company did not file a previous similar return, the Buyer shall prepare the return in the manner determined in it sole discretion, in consultation with its Tax advisors, including, but not limited to making voluntary disclosures of Tax Returns which were not filed for previous taxable periods.
Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Parent shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for the Company that are required to be filed (taking into account extensions) after the Closing Date. The Parent shall make or cause to be made all payments required with respect to any such Tax Returns.
(b) Any Tax Return to be prepared and filed for Taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return to the extent permitted under applicable law.
