Closing Tax Returns. (a) On or before the 30th day after final determination of the Closing Balance Sheet (including the related audit report) as contemplated by Section 1.13 above, the Selling Parties' Representative, on behalf of the Selling Parties, will cause to be prepared the Company's federal income tax return(s) (along with any state and/or local income tax returns) for any taxable periods ending on or prior to the Closing Date with respect to which the Company has not filed its federal income tax return (or state and/or local income tax returns) prior to the Closing Date (collectively, the "Closing Tax Returns"). The Selling Parties' Representative will promptly deliver copies of the Closing Tax Returns to the Buyer for filing by Buyer. To the extent not previously paid at Closing as a Transaction Expense, all fees and expenses of the Sellers' Accountant in connection with the preparation of the Closing Tax Returns shall be for the Selling Parties' account and shall be paid from interest earned on the Escrow Fund, as provided in the Escrow Agreement. The Closing Tax Returns shall be prepared in accordance
Closing Tax Returns. If the Buyer and the Seller cannot agree on all issues arising as a result of the Buyer's review of the Pre-Closing Tax Returns, then, within thirty (30) days prior to the due date for filing, the Seller and the Buyer shall refer the matter to the Accountants to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to any issue in dispute shall be concluded within five (5) days of the due date for filing such Pre-Closing Tax Return and such determination shall be binding on both the Seller and the Buyer and shall be enforceable in a court of competent jurisdiction. The Seller shall pay (or cause to be paid) any Taxes due with respect to such Pre-Closing Tax Returns.
Closing Tax Returns. 63 Code.............................................................................................................23
Closing Tax Returns. The Buyer shall permit GPD and 851 to review and comment on each such Tax Return described in the preceding sentence prior to filing. GPD and 851, jointly and severally, shall pay, reimburse and indemnify the Buyer and the Companies for Taxes on such Tax Returns related to the Pre-Closing Tax Period (determined in accordance with Section 9.1(b)) in accordance with Section 9.1(a). The Buyer may cause any Company to make the election referred to in subsection 256(9) of the Tax Act, and comparable provisions of applicable provincial or territorial legislation, and to file such election(s) for the taxation year(s) of the Company ending immediately before the Closing Time.
Closing Tax Returns. The Buyer and the Sellers acknowledge and agree that for U.S. federal income tax purposes, the Company shall be considered terminated under Section 708(b)(1)(B) of the Code as a result of the sale of the Units to the Buyer and the Company’s taxable year shall end as of the Closing Date. Sellers shall prepare all federal, state and local income tax returns (including Schedule K-1 to IRS Form 1065) required to be filed by the Company for any period ending prior to or on the Closing Date (the “Closing Tax Returns”). The Closing Tax Returns shall be prepared in accordance with past practices unless otherwise required by applicable law. Buyer shall be entitled to review and comment on such Tax Returns, and such Tax Returns shall not be filed without the approval of the Buyer, not to be unreasonably withheld or delayed. The Company shall provide Sellers with such information, as Sellers shall reasonably request in order to prepare any Closing Tax Returns, including, without limitation, access to the books, records, files, ledgers, and other financial information of the Company.
Closing Tax Returns. The Buyer shall provide a copy of each Pre-Closing Tax Return, completed in draft form, to the Seller Representative at least forty five (45) days before the due date thereof for its review, comment and reasonable approval, not to be unreasonably delayed. The Buyer and each of the Sellers agree to cause the Company to file all Tax Returns for any period that includes the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Tax authority will not accept a Tax Return filed on that basis. For purposes of this Agreement, "Pre-Closing Tax Period" shall mean any taxable period ending on or before the Closing Date and the portion ending on and including the Closing Date of any taxable period that includes (but does not end on) the Closing Date ("Straddle Period"). The Sellers shall be entitled to the benefit of all Tax refunds for Pre-Closing Tax Periods, and Buyer shall promptly pay all such refunds, together with any interest received in respect of such refunds, to the Seller Representative.
Closing Tax Returns. The Buyer shall provide a copy of each Pre-Closing Tax Return, completed in draft form, to the Seller Representative at least forty five (45) days before the due date thereof for its review, comment and reasonable approval, not to be unreasonably delayed. The Buyer and each of the Sellers agree to cause the Company to file all Tax Returns for any period that includes the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Tax authority will not accept a Tax Return filed on that basis. For purposes of this Agreement, "Pre-Closing Tax Period" shall mean any taxable period ending on or before the Closing Date and the portion -50- ending on and including the Closing Date of any taxable period that includes (but does not end on) the Closing Date ("Straddle Period").
Closing Tax Returns. The Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Acquired Entities for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date and all Tax Returns for the Company for Tax periods which begin before the Closing Date and end after the Closing Date (the "CLOSING TAX RETURNS"). The Company shall cause copies of such Closing Tax Returns (other than informational returns such as Forms 1099 and Forms W-2) to be delivered to Parent and the Sellers' Representative at least 45 days prior to the filing date for their review and approval, which shall not be unreasonably withheld or delayed. Parent and the Sellers' Representative shall give any comments on such Closing Tax Returns in writing to the Company, with a copy to Parent or the Sellers' Representative, as applicable, within 10 days following the delivery of the Closing Tax Returns. The Company, Parent and the Sellers' Representative shall attempt in good faith mutually to resolve any disagreements regarding such Closing Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Closing Tax Returns which are not resolved by 30 days prior to the filing date for such Closing Tax Returns shall be promptly referred to the Neutral Accounting Firm. The Neutral Accounting Firm shall prepare the final Closing Tax Return within 25 days of such referral, and such preparation shall be final and binding on the Company, Parent and the Sellers' Representative. The fees and expenses of the Neutral Accounting Firm shall be paid equally by Parent and from funds paid out of the General Indemnity Escrow Account.
Closing Tax Returns. All federal and Provincial tax returns required -------------------- to be filed as a result of this Termination Agreement shall be done so by the parties and each shall cooperate to effectuate the same on a timely basis.
Closing Tax Returns. The Target Companies shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Acquired Entities for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date and all Tax Returns for each Acquired Entity for Tax periods which begin before the Closing Date and end after the Closing Date (the "CLOSING TAX RETURNS"). The applicable Acquired Entity shall cause copies of such Closing Tax Returns (other than informational returns such as Forms 1099 and Forms W-2) to be delivered to Parent and Sellers at least forty five (45) days prior to the filing date for their review and approval, which shall not be unreasonably withheld or delayed. Parent and Sellers shall give any comments on such Closing Tax Returns in writing to the applicable Acquired Entity, with a copy to Parent or Sellers, as applicable, within ten (10) days following the delivery of the Closing Tax Returns. The applicable Acquired Entity, Parent and Sellers shall attempt in good faith mutually to resolve any disagreements regarding such Closing Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Closing Tax Returns which are not resolved by thirty (30) days prior to the filing date for such Closing Tax Returns shall be promptly referred to the Neutral Accounting Firm. The Neutral Accounting Firm shall prepare the final Closing Tax Return within twenty five (25) days of such referral, and such preparation shall be final and binding on the Acquired Entity, Parent and Sellers. The fees and expenses of the Neutral Accounting Firm shall be paid by Parent and Sellers equally. Closing Tax Returns shall so far as practicable be prepared using elections consistent with past practices, and financial statement Tax accruals for any timing differences from financial statement income will be treated as Taxes paid or payable for purposes of the allocations contained in this paragraph.
