Filing Responsibility Sample Clauses

Filing Responsibility. (a) Seller shall, at its own cost, timely prepare and file, or shall cause to be timely prepared and filed, in accordance with applicable Law, (i) any Combined Tax Return and (ii) any Tax Return required to be filed by or with respect to any of the Transferred Entities, the Purchased Assets or the Business that is due (including extensions) on or before the Closing Date (a “Seller Return”). Seller shall timely pay or shall cause the timely payment of all Taxes shown to be due on the Seller Returns. Each Seller Return described in clause (ii) of the second preceding sentence shall be prepared in a manner consistent with past practice, accounting methods and elections of the Transferred Entities, unless otherwise required by law. (b) Subject to Section 7.3(c), Purchaser shall, at its own cost, timely prepare and file, or shall cause to be timely prepared and filed, in accordance with applicable Law, all Tax Returns required to be filed by or with respect to the Transferred Entities, the Purchased Assets or the Business other than any such Tax Returns that are the responsibility of Seller under Section 7.3(a). In the case on any such Tax Return that (i) is for a Pre-Closing Tax Period ending on or before the Closing Date (a “Purchaser Pre-Closing Tax Return”) or (ii) is for a Straddle Period (any Tax Return described in clause (ii), a “Purchaser Straddle Period Tax Return,” and together with any Tax Return described in clause (i), the “Purchaser Tax Returns”), Purchaser shall prepare or cause to be prepared any such Purchaser Tax Return in a manner consistent with past practice, accounting methods and elections of the members of the Seller Group and the Transferred Entities prior to the Closing, except to the extent not reflecting a position that is “more likely than not” correct. Notwithstanding any other provision in this Agreement, Purchaser shall not, and shall cause its Affiliates not to, amend or revoke after submission any Purchaser Tax Return or Seller Return without the prior written consent of Seller (which consent shall not be unreasonably conditioned, withheld or delayed). (c) In the case of any Purchaser Tax Return, Purchaser shall, or shall cause the Transferred Entities to, deliver to Seller for its review, comment and approval (which approval shall not be unreasonably conditioned, withheld or delayed) a copy of such proposed Purchaser Tax Return (accompanied, in the case of any Purchaser Straddle Period Tax Return, by an allocation between the...

Filing Responsibility. (a) Chronimed shall prepare and file or shall cause MGI to prepare and file the following Returns with respect to MGI: (i) all Income Tax Returns for any taxable period ending on or before the Distribution Date; and (ii) all other Returns required to be filed (taking into account extensions) on or before the Distribution Date. (b) MGI shall prepare and file all other Returns with respect to MGI required to be filed (taking into account extensions) after the Distribution Date. MGI and Chronimed agree that they will treat MGI as if such entity ceased to be part of Chronimed's affiliated group, within the meaning of Section 1504 of the Code, as of the opening of business on the day after the Distribution Date. (c) With respect to any Return to be filed by MGI including Taxes for which Chronimed has liability hereunder, MGI shall consult with Chronimed concerning such Return and shall report all items directly resulting in Tax liability to Chronimed in accordance with this Agreement and the instruction of Chronimed (but in accordance with past practices in preparing such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. MGI shall provide Chronimed with a copy of each proposed return at least fifteen (15) days prior to the filing of such Return, and Chronimed may propose comments to MGI, which comments shall be delivered to MGI within seven (7) days of receiving such copies from MGI. (d) With respect to any Return to be filed by Chronimed including Taxes for which MGI has liability hereunder (other than by reason of Section 8.3(b)), Chronimed shall consult with MGI concerning each such Return and shall report all items directly resulting in Tax liability to MGI in accordance with this Agreement and the instruction of MGI (but in accordance with past practices in preparing such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. Chronimed shall provide MGI with a copy of each proposed return at least fifteen (15) days prior to the filing of such Return, and MGI may propose comments to Chronimed, which comments shall be delivered to Chronimed within seven (7) days of receiving such copies from Chronimed. (e) All Returns shall be filed consistent with the Distribution qualifying as a spin-off under Section 355 of the Code.

Filing Responsibility. EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE’S SOLE RESPONSIBILITY, AND NOT COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF EMPLOYEE REQUESTS COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF. EMPLOYEE FURTHER ACKNOWLEDGES THAT THE COMPANY RECOMMENDS THAT EMPLOYEE CONSULT WITH A TAX PROFESSIONAL BEFORE MAKING AN ELECTION UNDER SECTION 83(b) OF THE CODE.

Filing Responsibility. (a) New Diamond shall prepare and file, or cause to be prepared and filed, when due: (1) all United States consolidated federal Income Tax Returns for the Affiliated Group or the affiliated group of which SV is the common parent, (2) any Tax Return (whether filed on a consolidated, combined, unitary, separate or other basis) of, or which includes, New Diamond or any other New Diamond Entity, and (3) any Income Tax Return of any Retained Entity for any Pre-Closing Period or a Straddle Period. (b) Onyx, its Designated Affiliates or the Company shall, except to the extent that filing such Tax Returns are the responsibility of New Diamond under Section 4.2(a), prepare and file, or cause to be prepared and filed, all Tax Returns with respect to each Retained Entity. (c) The parties agree to prepare and file, or cause to be prepared and filed, all Pre-Closing Period Tax Returns of the Company and its Subsidiaries in a manner consistent with past practices of the Company and its Subsidiaries, except as otherwise required by Law or a Determination. (d) In the case of any Straddle Period Income Tax Return of a Retained Entity or Non-Income Tax Return of a New Diamond Entity or a Retained Entity, in each case, on which are reportable Taxes for which both SV and New Diamond, on the one hand, and Onyx and the Company, on the other hand, are responsible under Section 4.1 (or any Non-Income Tax Return of a Retained Entity on which are reportable only Taxes that are the responsibility of New Diamond and SV under Section 4.1(a) or any Non-Income Tax Return of a New Diamond Entity on which are reportable only Taxes that are the responsibility of Onyx and the Company under Section 4.1(b)), the party that is responsible for preparing such Tax Return under this Section 4.2 (the “Return Preparer”) shall furnish such Tax Return required to be filed by the Return Preparer (together with making available any associated workpapers prepared in connection with such Tax Return) to the other party (the “Affected Party”) for its review and approval (which approval shall not be unreasonably delayed or withheld) at least 30 days prior to the due date for filing such Tax Return (taking into account valid extensions) and (y) the Affected Party shall provide any good faith comments it may have on such Return to the Return Preparer within 15 days of the Affected Party’s receipt of such draft Tax Return from the Return Preparer (such comments to be limited to confirming that the Tax Return is...

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, prepare and timely file (or cause to be prepared and timely filed) all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing Date. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause to be filed) pursuant to this Section 6.4(b). Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on any Tax Return based on the assumption and allocation of Income Tax liabilities provided in this Agreement without regard to the party that has prepared the Tax Return, and the party responsible for payment of any amount of Income Taxes shown due on a Tax Return shall pay such unpaid amount to the party filing the Tax Return no later than one (1) Business Day prior to the filing of such Tax Return.

Filing Responsibility. Sellers shall timely prepare and file or cause the Company to timely prepare and file at the expense of the Sellers all Tax Returns of or including the Company that are required to be filed (with extensions) on or before the Closing Date and to pay all Taxes shown as due on any such Tax Return. All such Tax Returns will be made and filed by the Sellers or the Company in a manner consistent with the most recent prior practice of the Company and with Applicable Law. Sellers Agent will, at the expense of Sellers, prepare and file or cause to be prepared and filed all Tax Returns of the Company and the Company’s Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Each party (or parties) responsible for preparing and filing any Income Tax Return pursuant to this Section 5.7(a), shall provide drafts of such Income Tax Return to the other parties a reasonable time prior to filing and consider in good faith any reasonable comments of the other party (or parties) in respect of such Income Tax Return. The parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Return and if the parties are unable to resolve any such dispute at least ten days before the due date (including extensions) for any such Income Tax Return, the dispute shall be referred to an Arbitrator and any such determination by such Arbitrator shall be final. If any such dispute is not resolved by such Arbitrator prior to the due date (including extensions) for any such Income Tax Return, such Income Tax Return shall be filed as originally prepared and later amended to reflect the such Arbitrator’s determination, if necessary. The expenses of such Arbitrator shall be borne equally by Parent and Sellers.

Filing Responsibility. (a) Seller shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Returns of any of the Kendro Entities for all Tax periods ending on or before the C▇▇▇▇▇▇ Date, and shall timely pay, or cause to be paid, when due, all Income Taxes due on such returns. (b) Purchaser shall timely prepare and file, or cause to be timely prepared and filed, all Income Tax Returns of all Kendro Entities for all Straddle Periods, and shall timely pay, ▇▇ ▇▇▇se to be paid, when due, all Taxes relating to such Income Tax Returns. Such Income Tax Returns shall be prepared in a manner consistent with prior practice of Seller and the respective Kendro Entities concerning the income, properties or operations (▇▇▇▇▇▇ing all elections and accounting methods and conventions) of the Kendro Entities, except as otherwise required by law, rule or reg▇▇▇▇▇▇n or by changes in the relevant underlying facts. Purchaser shall provide, or cause to be provided, to Seller a substantially final draft of such Income Tax Return at least thirty (30) days prior to the due date for filing such returns (taking all extensions into account), for Seller's review and comment. Purchaser shall make such revisions to such Income Tax Returns as are reasonably requested by Seller to the extent those changes (i) are consistent with the underlying facts and applicable laws, rules and regulations and (ii) do not increase any Tax liability of Purchaser or any of its subsidiaries (including the Kendro Entities) for any period or portion thereof beginning aft▇▇ ▇▇▇ Closing Date. Purchaser and Seller shall attempt in good faith to jointly agree on the making of any other revision reasonably requested by Seller described in clause (i) of the previous sentence, using the perspective of a person that owns the Kendro Entities both before and after the Closing, and giving d▇▇ ▇▇▇ard to the Tax benefit to Seller compared to the Tax cost to Purchaser of any such requested revision, and to the merits of the respective Tax positions taken by Seller and Purchaser, and if Purchaser and Seller are unable to jointly agree, such requested revisions shall be referred to an Independent Accountant, who shall decide on the making of such requested revision using the same perspective and with the same regard. Seller shall be responsible for the payment of Income Taxes due with respect to such Income Tax Returns to the extent provided in Section 10.1. (c) Purchaser and Seller shall provide each other with cop...

Filing Responsibility. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

Filing Responsibility. (a) Parent shall timely prepare and file or shall cause the Transferred Companies and their respective Subsidiaries to timely prepare and file (i) any Combined Tax Return, (ii) any Income Tax Returns of the IP Seller and (iii) all Tax Returns that are required to be filed by or with respect to any of the Transferred Companies or their respective Subsidiaries or the Transferred IP that are due (including extensions) on or before the Closing Date. In the case of Tax Returns, for the Pre-Closing Period described in this Section 7.4(a), except as could not reasonably be expected to adversely impact the Purchaser, the Transferred Companies, and their Subsidiaries or as is pursuant to a Combined to Separate Change or a Cox LIFO Change, (i) such Tax Returns as they relate to the Transferred Companies and their respective Subsidiaries shall, to the extent permitted by law, be prepared on a basis consistent with the past practices, elections, and methods of the Transferred Companies and their respective Subsidiaries and Parent and (ii) Parent shall not, and shall not permit any of its Affiliates to, amend any such Tax Returns unless required by law, in each case unless Parent indemnifies the Purchaser Indemnified Parties for any material costs associated with not preparing such Tax Returns on a basis consistent with such past practices, elections or methods or amending such Tax Returns or receives the written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). Parent’s consolidated federal income Tax Return for the taxable period that includes the Closing Date shall be filed in accordance with Treas. Regulation Sections 1.1502-76(b)(2)(i) and 1.1502-76(b)(2)(vi) (determined using the closing of the books method) (with no election under Treas. Regulation Section 1.1502-76T(b)(2)(ii)(D)). Parent and Purchaser agree that (x) pursuant to Treas. Regulation Section 1.1502-76(b)(1)(i), any 2006 Coop Dividends and any 2007 Coop Dividends shall be reported on Parent’s consolidated federal income Tax Return and (y) pursuant to Treas. Regulation Section 1.1502-76(b)(1)(ii)(B), interest deductions of any Transferred Company or its Subsidiary arising on the Closing Date in connection with any of the Debt Financing the expense of which is economically borne by Purchaser shall be reported on the U.S. federal (and, if applicable, state and local) Income Tax Return of Purchaser and the Transferred Companies for the taxable period that begins after the Cl...