Responsibility for Filing Tax Returns. (a) Sellers shall prepare or cause to be prepared and timely file or cause to be timely filed all income Tax Returns for Target that are filed after the Closing Date for a Tax period that ends on or before the Closing Date (including, for the avoidance of doubt, the final IRS Form 1065 and analogous state and local Tax Returns). Sellers shall provide a draft of each such Tax Return (together with schedules, statements and, to the extent reasonably requested by Buyer, supporting documentation) to Buyer for Buyer’s review and comment at least thirty (30) days prior to the due date, including extensions, for the filing of such Tax Return, except that if such due date is less than ninety (90) days following the Closing Date, Sellers shall deliver such draft to Buyer as soon as reasonably practicable. Each such Tax Return shall be prepared in a manner consistent with past practice of Target, including its historic method of accounting and the timing of items of income or deduction, except as otherwise required by this Agreement or by applicable Law. Buyer shall notify Sellers in writing of any objection to any items in any such draft Tax Return within fifteen (15) days after receipt by Buyer of such draft Tax Return. Any such objection(s) shall be resolved in good faith and in a manner mutually agreeable to Buyer and Sellers. Buyer shall make available appropriate personnel and records to assist Sellers in preparing such Tax Returns. Buyer shall cause an officer of Target to sign these returns.
(b) Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for Target that are filed after the Closing Date for a Tax period that ends on or before the Closing Date or any Straddle Period (other than Tax Returns described in Section 7.3(a)). To the extent any such Tax Return may serve as the basis for a claim by Buyer or its Affiliates for reimbursement or indemnification hereunder (or reports Taxes that Seller is directly liable for under applicable Law), Buyer shall provide a draft of each such Tax Return (together with schedules, statements and, to the extent reasonably requested by Seller, supporting documentation) to Sellers for Sellers’ review and comment at least thirty (30) days prior to the due date, including extensions, for the filing of such Tax Return, except that if such due date is less than ninety (90) days following the Closing Date, Buyer shall deliver such draft to Sellers as soon as reasonably practicab...
Responsibility for Filing Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date. Buyer shall permit the Interest Owners to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Responsibility for Filing Tax Returns. (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).
(ii...
Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; pro...
Responsibility for Filing Tax Returns. (A) The Representative shall prepare or cause to be prepared, and timely file or cause to be timely filed, all federal, state and local income Tax Returns for the Company and its Subsidiaries and for Xxxxxx Xxxxxxx for periods ending on or before the Closing Date the due date of which is after the Closing Date (“Representative Returns”). Buyer shall prepare and timely file all Tax Returns of the Company, any Subsidiary of the Company and Xxxxxx Xxxxxxx for periods that include the Closing Date (other than the Representative Returns) the due date of which is after the Closing Date (the “Buyer Representative Returns”).
(B) HEP shall prepare or cause to be prepared, and timely file or cause to be timely filed, all federal, state and local income Tax Returns for the HEP Blocker for periods ending on or before the Closing Date the due date of which is after the Closing Date (“HEP Returns”). Buyer shall prepare and timely file all Tax Returns of the HEP Blocker for periods that include the Closing Date (other than the HEP Returns) the due date of which is after the Closing Date (the “Buyer HEP Returns”).
(C) Siguler shall prepare or cause to be prepared, and timely file or cause to be timely filed, all federal, state and local income Tax Returns for the Siguler Blocker for periods ending on or before the Closing Date the due date of which is after the Closing Date (“Siguler Returns” and together with the Representative Returns and the HEP Returns, the “Seller Returns”). Buyer shall prepare and timely file all Tax Returns of the Siguler Blocker for periods that include the Closing Date (other than the Siguler Returns) the due date of which is after the Closing Date (the “Buyer Siguler Returns” and together with the Buyer Representative Returns and the Buyer HEP Returns, the “Buyer Returns”).
(D) The preparation and filing of the Seller Returns and the Buyer Returns shall be done on a basis consistent with the past practice of the respective entities, except as otherwise required by applicable law. Representative, HEP and Siguler, as the case may be, shall submit each Seller Return which such entity is required to prepare to Buyer at least thirty (30) days prior to the due date (taking into account any extensions) and Buyer shall have the right to review and comment on such Tax Returns and Representative, HEP and Siguler, as the case may be, shall reflect such comments from Buyer on such Seller Returns to the extent such comments are not inconsistent with the stan...
Responsibility for Filing Tax Returns. Except as provided in Section 5.12, Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date.
Responsibility for Filing Tax Returns. (i) The Holders Representative shall prepare, in a manner consistent with past practice and applicable Law, all U.S. federal income Tax Returns of the Company for taxable periods ending on or before the Closing Date, and shall provide Buyer with a draft of any such Tax Return at least twenty (20) Business Days prior to the due date for filing such Tax Return (after taking into account any applicable extensions or waivers) (the “Due Date”). The Holders Representative shall consider in good faith any comments it receives from Buyer with respect to any such Tax Return at least ten (10) Business Days prior to the Due Date for such Tax Return, and shall incorporate any such comments that are reasonable. For U.S. federal income tax purposes, the Company shall designate the Holders Representative as the “partnership representative” (within the meaning of Section 6223 of the Code) for any taxable period beginning on or after January 1, 2018 and ending on or before the Closing Date. The Holders Representative shall timely file (or cause to be filed) each such Tax Return in accordance with applicable Law.
(ii) Buyer shall prepare (or cause to be prepared) all Tax Returns for the Company not described in Section 6.1(c)(i), and shall provide the Holders Representative with a draft of any Straddle Period Tax Return for the Company at least twenty (20) Business Days prior to the Due Date for such Tax Return; provided, however, that the Company shall continue its Tax Return preparation activities through the Closing consistent with past practice, and in no event shall Buyer be obligated to provide such a draft before the date that is twenty (20) Business Days after the Closing Date. Buyer shall consider in good faith any comments it receives from the Holders Representative with respect to any such Tax Return at least ten (10) Business Days prior to the Due Date for such Tax Return, and shall incorporate any such comments that are reasonable. The Indemnity Escrow Property shall be used to pay (or cause to be paid) to the Company no later than two (2) days before the Due Date any Taxes due and owing in connection with any such Tax Return that are allocable to the Pre-Closing Tax Period under Section 6.1(b), except to the extent taken into account as a liability in determining Final Working Capital, and Buyer shall timely file (or cause to be filed) such Tax Return and shall timely pay (or cause to be paid) all Taxes due and owing in connection therewith.
Responsibility for Filing Tax Returns. (i) Sellers’ Representative shall prepare or cause to be prepared all income Tax Returns of the Company for any Pre-Closing Tax Period (each such income Tax Return a “Pre-Closing Income Tax Return”) and shall pay or cause to be paid all Taxes required to be paid with respect to such Pre-Closing Income Tax Returns. The Pre-Closing Income Tax Returns shall be prepared in a manner consistent with the prior practice of the Company, subject to compliance with the other provisions of this Section 7.01, and, in any event, with applicable Law. The Stockholders shall report, on their respective personal income Tax Return(s), any income, gain, loss, deduction or other tax items for such periods in a manner consistent with the Schedule K-1s filed with such Pre-Closing Income Tax Returns. Sellers’ Representative shall deliver to Buyer, for Buyer’s review and comment, each such Pre-Closing Income Tax Return at least forty-five (45) days prior to the due date of such Pre-Closing Income Tax Return. Buyer shall provide written comments to the Sellers’ Representative within ten (10) days of receipt of such Pre-Closing Income Tax Return. Sellers’ Representative shall take any such comments into account in good faith, but shall not be required to incorporate them into the Pre-Closing Income Tax Returns, except for any changes that Buyer may request in order to conform such Pre-Closing Income Tax Returns with applicable Law and the other provisions of this Section 7.01. If the Buyer requests any such changes, then Sellers’ Representative and Buyer shall attempt to resolve such dispute through good-faith negotiation. If, within five (5) days of Buyer’s request for such changes, the parties are unable to resolve their dispute, then they shall submit such dispute to the Neutral Account for resolution in accordance with the procedures of Section 1.04. The Pre-Closing Income Tax Returns shall be revised to take into account any such changes determined by the Neutral Accountant to be necessary to conform such Pre-Closing Income Tax Returns with applicable Law and the other provisions of this Section 7.01, following which, Buyer shall cause the Company to provide an officer of the Company to sign, and Sellers’ Representative shall file, each such Pre-Closing Income Tax Return.
(ii) Buyer will prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns for the Company (other than Pre-Closing Income Tax Returns) which are due after the Closing Date fo...
Responsibility for Filing Tax Returns. Parent shall prepare and file (or cause to be prepared and filed) all Tax Returns for the Company Entities which are filed after the Closing Date. Prior to filing such Tax Returns, Parent (i) shall deliver copies to the Stockholders’ Representative, (ii) shall allow the Stockholders’ Representative a reasonable amount of time to review and comment upon such Tax Returns and (iii) shall resolve in good faith any reasonable comments or concerns raised by the Stockholders’ Representative.
Responsibility for Filing Tax Returns. Sellers shall prepare or cause to be prepared at Sellers’ cost and file or cause to be filed the income Tax Returns related to the Pre-Closing Period, but shall provide a copy of such return to Buyer at least ten (10) days prior to the filing deadline and give Buyer an opportunity to provide comments with respect to such Tax Returns. Buyer shall prepare or caused to be prepared at Buyer's cost and file or caused to be filed all other Tax Returns for the Company which are filed after the Closing Date.
