Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.
Tax Periods Ending on or Before the Closing Date. Sellers shall be responsible (and shall jointly and severally indemnify and hold Company, its Subsidiaries and Buyer harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Sellers whenever arising, (ii) Taxes of Company and its Subsidiaries payable in respect of all taxable periods ending on or before the Closing Date and, for any Straddle Period (as defined below), the portion thereof ending on the Closing Date (such portion being referred to as the “Pre-Closing Tax Period”) and (iii) any and all Taxes of any Person (other than Company or its Subsidiaries) imposed on Company as transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date. Payments for which Sellers shall be responsible under this Section 9.1 shall not be subject to the Indemnification Basket or the Indemnification Cap. Buyer shall be responsible (and shall indemnify and hold Sellers harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Buyer whenever arising and (ii) Taxes of Company (other than as set forth in the preceding sentence) payable in respect of all taxable periods beginning after the Closing Date and, for any Straddle Period, the portion thereof commencing from the day following the Closing Date (such portion being referred to as the “Post-Closing Tax Period”). In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis shall be allocated on a daily basis. To the extent that any applicable law or regulation imposes upon a Party the obligation to report or to pay Taxes or charges for which another Party is responsible pursuant to this Section 9.1, the responsible Party shall promptly reimburse the paying Party therefor within fifteen (15) Business Days after receipt of written request therefor by the paying Party following payment of such Taxes.
Tax Periods Ending on or Before the Closing Date. Seller and Purchaser shall jointly prepare or cause to be prepared, and file or cause to be filed, and negotiate and agreed or caused to be negotiated and agree all Tax Returns for each Project Buckeye Corporation for all periods ending on or prior to the Closing Date which Tax Returns shall be prepared in accordance with the past practice and customs of the Project Buckeye Corporation unless such past practice and customers are clearly erroneous. Purchasers shall cause each of the Buckeye Corporations to sign any claim or election relating to any such Tax Return as jointly agreed by Purchaser and Seller. The Seller and the Purchaser shall use all reasonable endeavours to agree on the form of the Tax Returns to be submitted to the relevant tax authority and both parties agree that such agreement or consent shall not be unreasonably withheld or delayed. If the Seller and the Purchaser are unable to agree to the form of a Tax Return within 30 days of it being prepared, the dispute in question shall be referred to an independent firm of Accountants, jointly selected, by the parties or in the absence of such agreement by the President of the Institute of Chartered Accountants of England and Wales in the case of the Buckeye Corporations which are resident in the United Kingdom for tax purposes and the President of the American Institution of Certificate Public Accountants in the case of the Buckeye Corporations which are resident in the United States for taxation purposes. Such person shall act as an expert and save in the case of manifest error his determination shall be binding on both parties. In the event that any dispute arises between Seller and Purchaser regarding the negotiation and/or agreement of any Tax Return, such dispute shall be settled in the same manner as that set out in this clause . Seller shall pay to Purchasers all Taxes shown to be due on such Tax Returns within fifteen (15) days after receipt of a bill xxxm relevant Purchaser for such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the Balance Sheet of each Project Buckeye Corporation at and for the fiscal years ended March 31, 1998 as adjusted for operations and transactions in the ordinary course of business through the Closing Date in accordance with the past practice and custom of the Project Buckeye Corporations.
Tax Periods Ending on or Before the Closing Date. The Acquiror Principal Shareholders, at their expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholders shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholders shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholders shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholders are responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.
Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date which are filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for the Seller determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Purchaser; provided, however, that for the avoidance of doubt, any Tax Returns which are required to be filed with respect to Company on a consolidated, unitary or other combined basis with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes of the Company with respect to tax periods ending on or before the Closing Date, or shall reimburse Purchaser for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Company of such Taxes, except to the extent that such Taxes are included in the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amount.
Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date that are filed after the Closing Date. The Seller shall permit the Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller shall pay any Taxes shown on any such Tax Returns.
Tax Periods Ending on or Before the Closing Date. The Partners will prepare or cause to be prepared, and timely file or cause to be timely filed, at the Partners’ sole expense, all Tax Returns of each Acquired Company or with respect to the assets of each Acquired Company for any taxation period ending on or before the Closing Date including but not limited to such Tax Returns that are due after the Closing Date (taking into account extensions). Such Tax Returns will be prepared by treating items on such Tax Returns in a manner consistent with the past practice with respect to such items unless otherwise required by Applicable Law. The Partners Representative will provide to Quanta a draft of each such Tax Return (along with supporting workpapers) at least thirty (30) days prior to the due date for the filing and, in the case of a Tax Return due within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, Quanta will notify the Partners Representative of the existence of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall timely pay to the appropriate Tax Authority an amount that is equal to the excess, if any, of (x) the aggregate Taxes payable by the Acquired Companies as shown on the Tax Returns over (y) the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Pre-Closing Tax Excess Amount”); provided, that no amount shall be included in the computation of the Pre-Closing Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this Section 4.5(a) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Pre-Closing Tax Excess Amount. P...
Tax Periods Ending on or Before the Closing Date. Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date. Sellers shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Buyer.
Tax Periods Ending on or Before the Closing Date. The Company shall prepare or cause to be prepared and file or cause to be filed all tax returns, reports and other informational statements and documentation for the Company for all periods ending on or prior to the Closing Date, which are required to be filed on, before or after the Closing Date. Seller shall permit Buyer (with respect to Tax Returns filed after the date hereof and before the Closing Date) or Buyer and the Company shall permit Seller (with respect to Tax Returns filed after the Closing Date) to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Company shall pay or cause to be paid any Taxes owed by the Company for all periods ending on or before the Closing Date, whether or not such Taxes are shown as owed on the appropriate Tax Returns.
