Other Returns. Buyer and Seller shall cause the Acquired Companies to, at the Acquired Companies’ own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Acquired Companies (other than the Tax Returns that are prepared by Seller pursuant to Section 6.1(a) above) that are required to be filed after the Closing with respect to taxable periods beginning on or before the Closing Date or any period commencing after the Closing, and, subject to the right to payment from Seller pursuant to this Section, Buyer and Seller shall cause the Acquired Companies to pay, all Taxes shown as due on those Tax Returns. Seller shall reimburse the Acquired Companies for all Taxes shown on Tax Returns of the Acquired Companies (other than the Tax Returns that are prepared by Seller pursuant to Section 6.1(a) above) for all periods (or portions thereof) ending on or prior to the Closing Date which are filed after the Closing Date, but Seller shall be credited for any estimated tax payments made by it prior to Closing. For Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”), Seller shall reimburse Buyer for an amount equal to the Pre-Closing Taxes due with respect to any such Tax Returns filed by the Acquired Companies and payable by such Acquired Companies. Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect to the preparation and filing of any Tax Returns of the Acquired Companies for any taxable period ending on or prior to the Closing Date and for a pro rata share of any Tax Returns of the Acquired Companies for a Straddle Period. Any amounts owed by Seller to Buyer or the Acquired Companies pursuant to this Section 6.1(b) shall be paid by Seller within thirty (30) Business Days of Buyer’s request therefor. Buyer and Seller shall cause each Acquired Company to timely pay all such Taxes on or prior to their due date. With respect to a Straddle Period, such Pre-Closing Taxes shall be calculated as follows: for purposes of this Section 6.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period and (B) in the case of any Taxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting.
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Other Returns. Buyer and Seller shall cause the Acquired Companies to, at the Acquired Companies’ own expense, prepare and file, or Bownx xxxl cause to be prepared and filed, filed on a timely basis all Tax Returns of the Acquired Companies (other than the Tax Returns that are prepared by Seller pursuant to those described in Section 6.1(a8.1(b) above) that are above required to be filed after on behalf of the Company for all Pre-Closing with respect Periods. Bownx xxxl pay, and will indemnify and hold harmless the Company, Purchaser and Purchaser's Affiliates from and against any Taxes imposed on the Company attributable to taxable periods beginning any Pre-Closing Periods except that Bownx xxxll not be responsible for the first forty-six thousand dollars ($46,000) of state and local income taxes for such Pre-Closing Periods and Pre-Closing Partial Periods. - 34 - 41 (d) Straddle Period. Any tax period of the Company which Bownx xxx elected, or caused the Company to have elected, to terminate on or before the Closing Date or any period commencing after shall not constitute a Straddle Period and shall constitute a Pre-Closing Period. Bownx xxxl take all actions necessary to have the Closing, and, subject to Company terminate on the right to payment from Seller pursuant to this Section, Buyer and Seller shall cause Closing Date the Acquired Companies to pay, all Taxes shown as due on those Tax Returns. Seller shall reimburse the Acquired Companies for all Taxes shown on Tax Returns of the Acquired Companies tax periods which commence within twelve (other than the Tax Returns that are prepared by Seller pursuant to Section 6.1(a12) above) for all periods (or portions thereof) ending on or months prior to the Closing Date which are Date. Purchaser will timely prepare and file all Tax Returns required to be filed by the Company for Straddle Periods and shall pay all Taxes due with respect to such Tax Returns, provided, however, Purchaser will notify Bownx xx Purchaser's calculation of Bownx'x xxxre of the Taxes of the Company for any Straddle Periods (determined in accordance with this paragraph (the "Tax Statement)) and provide to Bownx xxxies of the Tax Returns and such Tax Statement at least 15 days after the Closing Datedue date for filing any such Tax Returns. The Sellers shall have the right to review such Tax Returns and the Tax Statement and to request that the Purchaser make any reasonable changes to such Tax Returns. Purchaser and Bownx xxxll attempt to resolve in good faith any disagreement arising out of any Straddle Period Tax Return and/or any calculation of Bownx'x xxxre of the related Tax liability; if any such dispute is not resolved within ten days after the receipt of the Tax Return and Tax Statement, but Seller the matter shall be credited submitted for binding resolution to a mutually acceptable nationally recognized accounting firm in the relevant jurisdiction with no material relationship to Purchaser or Sellers. No later than fifteen (15) days following receipt of any estimated tax payments made by it prior such Tax Return and Tax Statement, Bownx xxxll pay to Closing. For Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Purchaser, Seller shall reimburse Buyer for an amount equal to the PreTaxes shown on the Tax Statement as being chargeable to Bownx xx the extent the amount exceeds the forty-Closing six thousand dollars ($46,000) referred to in Sections 8.1(a), 8.1(b), and 8.1(c) unless Bownx xxx disputed such amount. If Bownx xxx disputed such amount, then Bownx xxxll pay to Purchaser on that date an amount reasonably determined by Bownx xx the proper amount of Taxes due chargeable to Sellers to the extent the amount exceeds the forty-six thousand dollars ($46,000) referred to in Sections 8.1(a), 8.1(b), and 8.1(c). Bownx xxxll pay any additional amount in order to reflect the decision of the Independent Accounting Firm within three (3) days of the Independent Accounting Firm decision. The Purchaser shall pay to the Bownx xxxess, if any, of the amount paid by Bownx, xx any, pursuant to the preceding sentence over the amount decided upon by the Independent Accounting Firm. Interest will also be paid with respect to any such Tax Returns filed by the Acquired Companies and payable by such Acquired Companies. Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect adjustments at a rate equal to the preparation and filing U.S. Federal underpayment rate from the date of the delivery of the calculation to the date the amount of any Tax Returns of adjustment is paid. Purchaser will cause the Acquired Companies Company to pay, and will indemnify and hold harmless Sellers and Sellers' Affiliates from and against any Taxes imposed upon the Company for any taxable period ending on or prior to the Closing Date and for a pro rata share of any Tax Returns of the Acquired Companies for a Straddle Period. Any amounts owed by Seller to Buyer or the Acquired Companies pursuant to this Section 6.1(b) shall be paid by Seller within thirty (30) Business Days of Buyer’s request therefor. Buyer and Seller shall cause each Acquired Company to timely pay all such Taxes on or prior to their due date. With respect to a Straddle Period, such except that Bownx xxxl reimburse Purchaser for, and will indemnify and hold harmless the Company, Purchaser and Purchaser's Affiliates from and against, the amount of Taxes attributable to any Pre-Closing Taxes shall be calculated as follows: for purposes of this Section 6.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period and (B) in the case of any Taxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting.Partial
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Other Returns. Buyer and Seller shall cause the Acquired Companies toshall, at the Acquired Companies’ its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Acquired Companies Company (other than the Tax Returns that are prepared by Seller Quiksilver pursuant to Section 6.1(a) 5.1 above) that are required to be filed after the Closing Date with respect to taxable periods beginning ending on or before the Closing Date or any period commencing after the ClosingStraddle Period, and, subject to the right to payment from Seller or Quiksilver pursuant to this Section, Buyer and Seller shall cause the Acquired Companies to pay, pay all Taxes shown as due on those Tax Returns. Prior to the due date of such Tax Returns, Seller or Quiksilver on behalf of Seller shall reimburse the Acquired Companies Buyer for all Taxes shown on such Tax Returns of the Acquired Companies (other than the Tax Returns that are prepared by Seller pursuant to Section 6.1(a) above) for all periods (or portions thereof) ending on or prior to the Closing Date which are filed after the Closing DateReturns, but Seller Quiksilver shall be credited for any estimated tax payments made by it prior to Closing. For Tax periods which begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”), Seller or Quiksilver on behalf of Seller shall reimburse Buyer Buyer, prior to the due date of the applicable Tax Return, for an amount equal to the Pre-Closing Taxes due with respect to any such Tax Returns filed by the Acquired Companies Company and payable by such Acquired Companiesthe Company. Seller or Quiksilver on behalf of Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect to the preparation and filing of any Tax Returns of the Acquired Companies Company for any taxable period ending on or prior to the Closing Date and for a pro rata share of any Tax Returns of the Acquired Companies for a Straddle PeriodDate. Any amounts owed by Seller Quiksilver to Buyer or the Acquired Companies pursuant to this Section 6.1(b) 5.2 shall be paid by Seller Quiksilver within thirty ten (3010) Business Days of Buyer’s request therefor. Subject to receiving reimbursement from Seller or Quiksilver, Buyer and Seller shall cause each Acquired the Company to timely pay all such Taxes on or prior to their due date. With respect to a Straddle Period, such Pre-Closing Taxes shall be calculated as follows: for For purposes of this Section 6.1(b)Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income income, gain, proceeds, receipts, profits, payments, transactions or receiptsother similar items, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period Period, and (B) in the case of any Taxes based upon or related to income or receiptsother Taxes, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting.
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Other Returns. Buyer and Seller shall cause the Acquired Companies toshall, at the Acquired Companies’ its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Acquired Companies (other than the Tax Returns that are prepared by Seller Quiksilver pursuant to Section 6.1(a) above) that are required to be filed after the Closing with respect to taxable periods beginning on or before the Closing Date or any period commencing after the Closing, and, subject to the right to payment from Seller Quiksilver pursuant to this Section, Buyer and Seller shall cause the Acquired Companies to pay, pay all Taxes shown as due on those Tax Returns. Seller Quiksilver shall reimburse the Acquired Companies Buyer for all Taxes shown on Tax Returns of the Acquired Companies (other than the Tax Returns that are prepared by Seller Quiksilver pursuant to Section 6.1(a) above) for all periods (or portions thereof) ending on or prior to the Closing Date which are filed after the Closing Date, but Seller Quiksilver shall be credited for any estimated tax payments made by it prior to Closing. For Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”), Seller Quiksilver shall reimburse Buyer for an amount equal to the Pre-Closing Taxes due with respect to any such Tax Returns filed by the Acquired Companies and payable by such Acquired Companies. Seller Quiksilver shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect to the preparation and filing of any Tax Returns of the Acquired Companies for any taxable period ending on or prior to the Closing Date and for a pro rata share of any Tax Returns of the Acquired Companies for a Straddle Period. Any amounts owed by Seller Quiksilver to Buyer or the Acquired Companies pursuant to this Section 6.1(b) shall be paid by Seller Quiksilver within thirty ten (3010) Business Days days of Buyer’s request therefor. Buyer and Seller shall cause each Acquired Company to timely pay all such Taxes on or prior to their due date. With respect to a Straddle Period, such Pre-Closing Taxes shall be calculated as follows: for For purposes of this Section 6.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period Period, and (B) in the case of any Taxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting.
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