Closing Tax Periods. ). All such Tax Returns shall be prepared consistent with the past practices of the Seller Parties unless otherwise required by applicable law. Regarding any such Tax Returns prepared after the Closing Date (except for (x) any Tax Returns to be filed with a Tax Authority in Mexico with respect to income (the "Mexico Tax Returns"), and (y) any Tax Returns related to value added Taxes (the "VAT Tax Returns")), the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties a draft of each such Tax Return (on a stand-alone pro forma basis) at least thirty (30) days before the due date for filing, including any applicable extensions (unless the applicable due date is less than sixty (60) days after the Closing Date, in which case the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties such draft Tax Returns within a reasonable time prior to filing). The Purchaser Parties shall have fifteen (15) days from the receipt thereof to provide the Seller Parties with any comments or proposed adjustments to such draft Tax Returns for the Pre-Closing Tax Periods, and any such comments or proposed adjustments shall be considered by the Seller Parties in good faith. Regarding any such Mexico Tax Returns or VAT Tax Returns prepared after the Closing Date, the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties a draft of each such Mexico Tax Return or VAT Tax Return (on a stand-alone pro forma basis) at least five (5) Business Days before the due date for filing, including any applicable extensions (unless the applicable due date is less than five (5) Business Days after the Closing Date, in which case the Seller Parties shall deliver, or cause to be delivered, to the Purchasing Parties such draft Mexico Tax Returns or VAT Tax Returns within a reasonable time prior to filing). The Purchaser Parties shall have three (3) Business Days from the receipt thereof to provide the Seller Parties with any comments or proposed adjustments to such draft Mexico Tax Returns or VAT Tax Returns for the Pre-Closing Tax Periods, and any such comments or proposed adjustments shall be considered by the Seller Parties in good faith. The Seller Parties shall timely file, or cause to be timely filed, such Tax Returns (including Mexico Tax Returns and VAT Tax Returns) for the Pre-Closing Tax Periods and timely pay, or cause to be timely paid, all Taxes shown as due thereon."
Closing Tax Periods. ). The Buyer will be responsible for preparing and filing all Returns of the Company and the Insurance Subsidiaries relating to periods other than Pre- Closing Tax Periods. After the Closing has occurred, the Buyer will provide, or cause to be provided, to the Seller, without charge, any information that may reasonably be requested by the Seller in connection with the preparation of any Returns relating to Pre-Closing Tax Periods.
Closing Tax Periods. Sellers shall compensate Buyer for and hold the Companies harmless against any Tax imposed by a Taxing Authority as a result of such termination and, if any such termination is not binding on any Taxing Authority, any adverse effect which would have been avoided if such termination had been given effect by such Taxing Authority.
Closing Tax Periods. In order to appropriately apportion any Tax relating to any taxable year or any other period that is treated as a taxable year (a "Tax Period") that includes (but that would not, but for this Section, close on) the Closing Date, the parties hereto will, unless specifically prohibited by applicable Law, elect or cause the Company to elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company, and such Tax Period shall be referred to herein as a "Pre-Closing Tax Period" for purposes of this Agreement. In furtherance of the foregoing, Buyer and Sellers agree to calculate the tax liability for the Pre-Closing Tax Period as if the tax year had ended or changed, including having a short tax year and applying short tax year rules, including short year depreciation, to the calculation and allocation of tax to the Pre-Closing Tax Period.
Closing Tax Periods. Such Tax Returns will be prepared in a manner consistent with past practice and, on such Tax Returns, no material positions will be taken, material elections made, or material methods adopted, that are inconsistent with positions taken, elections made, or methods used in preparing similar Tax Returns for prior periods, without the consent of Buyer, which consent will not be unreasonably withheld. Seller will furnish to Buyer copies of such Tax Returns on a separate company basis, within thirty (30) days following the filing date.
Closing Tax Periods. The Buyer shall similarly cause the Company to grant to the Existing Members access to the Company’s records for periods on or after the Closing to the extent reasonably required to assess and/or determine the Existing Members’ obligations for indemnification under this Agreement. The Buyer and the Existing Members further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authorities or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated by this Agreement).
Closing Tax Periods. After the Closing has occurred, Buyer will provide, or cause to be provided, to Seller, without charge, any information that may reasonably be requested by the Seller in connection with the preparation of any Returns relating to Pre-Closing Tax Periods.
Closing Tax Periods as defined in Section 10.9(c)(i).
Closing Tax Periods. All other Tax Returns to be filed after Closing will be prepared by the Company. Such income Tax Returns shall be prepared consistently with past practice of the Company and BCGS unless contrary to applicable Law. The Sellers shall include on the income Tax Returns for the Pre-Closing Tax Periods the income, deductions and credits of the Company and BCGS for all applicable Pre- Closing Tax Periods. The Sellers will submit all such income Tax Returns to Buyer for its review and comment at least thirty (30) days prior to the filing date and will discuss and consider in good faith any questions or comments of Buyer concerning such returns. Upon the resolution of any questions or comments to Buyer’s reasonable satisfaction, Buyer shall cause such income Tax Returns to be filed unless otherwise required by applicable Law. The Sellers shall pay all fees and expenses associated with preparing the income Tax Returns to be prepared by them under this Section and all other Tax Returns for the Pre-Closing Tax Periods the original due dates of which are on or prior to the Closing Date. (c)
Closing Tax Periods. All such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries; provided, that such Tax Returns shall, as applicable, reflect the Section 336 Elections and the allocation of the Tax Purchase Price as required pursuant to this Section 6.04. With respect to any income Tax Returns for a Straddle Period, Seller shall provide a copy of such Tax Return to Purchaser for its review at least ten (10) days prior to the due date (taking into account any extension) for the filing of such Tax Returns and shall make any changes reasonably requested by Purchaser. (ii) Purchaser shall file all other Tax Returns, and shall pay or cause to be paid all Taxes due with respect to such Tax Returns and any Taxes related to the Post-Closing Tax Period of any Tax Returns relating to the Straddle Period prepared pursuant to clause (i) above. All Tax Returns relating to a Straddle Period shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries; provided, that such Tax Returns shall, as applicable, reflect the Section 336 Elections and the allocation of the Tax Purchase Price as required pursuant to this Section 6.04. Purchaser shall provide a copy of such Tax Returns to Seller for Seller’s review at least ten (10) days prior to the due date (taking into account any extension) for the filing of such Tax Returns and shall make any changes reasonably requested by Purchaser. (b)
