Pre-Closing Tax Returns. The Selling Shareholders shall have responsibility for, and the Shareholder Representative Committee shall pay or cause to be paid when due any and all Taxes relating to the Company or its Subsidiary for or relating to any Tax period ending on or before the Closing Date, except for Taxes accrued or reserved for on the Financial Statements. The Shareholder Representative Committee shall prepare and timely file or cause to be prepared and timely filed all financial statements, audited as required by applicable Laws, Tax Returns of the Company and its Subsidiary for all Tax periods ending on or before the Closing Date and shall pay the Taxes shown as due on such Tax Returns. Prior to the filing of any such Tax Return that was not filed before the Closing Date, the Shareholder Representative Committee shall provide the Buyer with a substantially final draft of such Tax Return, together with financial statements, audited as required by applicable Laws, at least 15 Business Days prior to the due date for such Tax Return. The Buyer shall notify the Shareholder Representative Committee of any objections that the Buyer may have to any items set forth in any such draft financial statements or Tax Return within 5 days prior to the due date for such Tax Return, and the Buyer and the Shareholder Representative Committee shall agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Company and its Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and its Subsidiary, except as otherwise required by Law or regulation or otherwise agreed to in writing by the Buyer prior to the filing thereof. If the parties hereto cannot resolve any disputed item to be included in such Tax Returns, the item in question shall be resolved by a nationally known independent firm of certified public accountants mutually agreeable to the Buyer and the Shareholder Representative Committee, whose fees and expenses shall be shared equally by the Parties.
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Pre-Closing Tax Returns. The Selling Shareholders shall have responsibility for, and the Shareholder Stockholder Representative Committee shall pay or cause to be paid when due any and all Taxes relating to the Company or its Subsidiary for or relating to any Tax period ending on or before the Closing Date, except for Taxes accrued or reserved for on the Financial Statements. The Shareholder Representative Committee shall prepare and timely file or cause to be prepared and timely filed all financial statements, audited as required by applicable Laws, Tax Returns of for the Company and its Subsidiary for all Tax Taxable periods ending on or before prior to the Closing Date and shall pay which are required to be filed after the Taxes shown as due on such Tax ReturnsClosing Date. Prior Not less than 60 days prior to the due date for filing of any such Tax Return that was not filed before the Closing DateReturn, the Shareholder Stockholder Representative Committee shall provide the Buyer with deliver a substantially final draft copy of such Tax Return, together with financial statementsall supporting documentation and workpapers, audited as required by applicable Laws, at least 15 Business Days prior to Parent for its review. Parent may submit to the due date for Stockholder Representative, not later than 15 days from the receipt of such Tax Return. The Buyer shall notify the Shareholder Representative Committee , a list of any objections that components of such Tax Return with which the Buyer may have Parent disagrees. In the event a notice of dispute is timely delivered to the Stockholder Representative by Parent, Parent and the Stockholder Representative shall thereafter for a period of 15 days negotiate in good faith to resolve any items of dispute. Any items of dispute which are not so resolved shall be submitted for resolution to an Arbitrating Accountant in accordance with the procedures set forth in Section 2.07. The Arbitrating Accountant shall not alter any position taken by the Stockholder Representative on such draft financial statements or Tax Return within 5 if, in the determination of the Arbitrating Accountant, such position would not subject Parent, the Surviving Corporation, the Surviving Entity or any officer, director, or employee thereof or any Tax Return preparer, to a material risk of penalty. Parent will cause such Tax Return (as finally resolved pursuant to any dispute procedures) to be timely filed and will provide a copy to the Stockholder Representative. Not less than five days prior to the due date for payment of Taxes with respect to any such Tax Return, and the Buyer and Company Stockholders shall pay to Parent the Shareholder Representative Committee shall agree amount of any Parent Indemnified Taxes with respect to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Company and its Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and its Subsidiary, except as otherwise required by Law or regulation or otherwise agreed to in writing by the Buyer prior to the filing thereof. If the parties hereto cannot resolve any disputed item to be included in such Tax Returns, the item in question shall be resolved by a nationally known independent firm of certified public accountants mutually agreeable to the Buyer and the Shareholder Representative Committee, whose fees and expenses shall be shared equally by the Parties.
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Pre-Closing Tax Returns. The Selling Shareholders Company shall have responsibility for, be responsible for the preparation and filing of any Return of the Shareholder Representative Committee shall pay or cause Company that is required to be paid when due any filed on or before the Closing Date. Each such Return shall be true and correct in all Taxes relating material respects and shall be completed in accordance with applicable Law and past practice (except to the extent inconsistent with applicable Law). Parent shall be responsible, at the sole expense of the Company or its Subsidiary Stockholders as a claim by Parent against the Company Stockholders pursuant to Article VIII, for or relating the preparation and filing of any Return of the Company that is required to be filed after the Closing Date that is for any Tax period ending on or before the Closing DateDate (the “Pre-Closing Returns”), and each such Return shall be true and correct in all material respects and shall be completed in accordance with applicable Law and consistent with past practice (except for Taxes accrued or reserved for on to the Financial Statementsextent inconsistent with applicable Law). The Shareholder Representative Committee shall prepare and timely file or cause Notwithstanding anything to be prepared and timely filed all financial statementsthe contrary herein, audited as required by applicable Laws, Tax Returns the parties agree that no Return of the Company and its Subsidiary for all which Parent is responsible pursuant to this Agreement shall reflect any carryback of Tax periods assets or attributes of the Company to any Tax period or portion thereof ending on or before prior to the Closing Date. For the avoidance of doubt, Pre-Closing Returns shall include final income Tax Returns required to be filed after the Closing Date and shall pay the Taxes shown as due in all relevant jurisdictions with respect to any taxable period ending on such Tax Returns. Prior to the filing of any such Tax Return that was not filed before the Closing Date. The Company shall permit Parent, and Parent shall permit the Shareholder Representative Committee Representative, to review and comment on each such income or material sales Tax Return described in this Section 6.16(a) during a reasonable period prior to filing, and shall provide not file any such income or material sales Tax Return without the Buyer with other party’s prior written approval (not to be unreasonably withheld, delayed or conditioned). For purposes of this paragraph, a substantially final draft of such Tax Return, together with financial statements, audited as required by applicable Laws, reasonable period shall be at least 15 Business Days prior to the due date for such Tax Return. The Buyer shall notify the Shareholder Representative Committee of any objections that the Buyer may have to any items set forth in any such draft financial statements or Tax Return within 5 forty five (45) calendar days prior to the due date (including extensions) for such Tax Return, and the Buyer and the Shareholder Representative Committee shall agree to consult and resolve in good faith filing any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Company and its Subsidiary Return with respect to Tax Returns concerning the incomeincome Taxes, properties or operations of the Company and its Subsidiary, except as otherwise required by Law or regulation or otherwise agreed to in writing by the Buyer at least ten (10) calendar days prior to the due date (including extensions) for filing thereof. If the parties hereto cannot resolve any disputed item to be included in such other material sales Tax Returns, the item in question shall be resolved by a nationally known independent firm of certified public accountants mutually agreeable to the Buyer and the Shareholder Representative Committee, whose fees and expenses shall be shared equally by the PartiesReturn.
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Samples: Agreement and Plan of Reorganization (Harmonic Inc)
Pre-Closing Tax Returns. The Selling Shareholders shall have responsibility for, and the Shareholder Representative Committee shall pay or cause to be paid when due any and all Taxes relating to the Company or its Subsidiary for or relating to any Tax period ending on or before the Closing Date, except for Taxes accrued or reserved for on the Financial Statements. The Shareholder Representative Committee Purchaser shall prepare and timely file or cause to be prepared and timely filed all financial statements, audited as required by applicable Laws, Tax Returns of the Company and its Subsidiary for all Tax periods ending on or before required to be filed after the Closing Date and for all Pre-Closing Tax Periods (other than Straddle Periods). Such Tax Returns shall pay the Taxes shown as due be prepared on such Tax Returns. Prior a basis consistent with past practice except to the extent otherwise required by applicable Law. Reasonably in advance of the due date for filing of any such Tax Return that was not filed before (which, in the Closing Date, the Shareholder Representative Committee case of income Tax Returns shall provide the Buyer with a substantially final draft of such Tax Return, together with financial statements, audited as required by applicable Laws, at least 15 Business Days prior to the due date for such Tax Return. The Buyer shall notify the Shareholder Representative Committee of any objections that the Buyer may have to any items set forth in any such draft financial statements or Tax Return within 5 be no later than 30 days prior to the due date for filing such Tax Return), and the Buyer and the Shareholder Representative Committee Purchaser shall agree deliver or cause to consult and resolve in good faith any such objection and to mutually consent to the filing be delivered a draft of such Tax ReturnReturns, together with all supporting documentation and workpapers, to the Company Representative for its review and reasonable comment. Such The Company Representative shall provide any comments on any Tax Return in writing to Purchaser reasonably in advance of the due date for filing the Tax Return (which, in the case of income Tax Returns shall be prepared or completed no later than 15 days prior the due date for filing such Tax Return). If Purchaser agrees in a manner consistent writing with prior practice of the Company and its Subsidiary with respect Representative’s comments, Purchaser will cause such Tax Return (as revised to Tax Returns concerning the income, properties or operations of incorporate the Company Representative’s reasonable comments) to be timely filed and its Subsidiary, except as otherwise required by Law or regulation or otherwise agreed will provide a copy thereof to the Company Representative. If Purchaser does not agree in writing by with the Buyer Company Representative’s comments, the parties will cooperate to resolve any disagreement prior to the due date for filing thereofthe Tax Return. If the parties hereto canhave not resolved any disagreement prior to the due date, then (a) Purchaser will cause such Tax Return (as drafted by Purchaser) to be timely filed and will provide a copy thereof to the Company Representative, (b) the parties shall resolve any disputed item disagreement through the procedures provided in Section 2.7(c) and (c) upon resolution of any disagreement, the parties shall amend any Tax Return if necessary, and Purchaser shall file such amended Tax Return. The Company Representative shall pay any Pre-Closing Taxes (including Taxes allocable to be a Pre-Closing Tax Period pursuant to Section 9.1) shown on a Tax Return described in this Section 9.3 within five (5) Business Days of demand by Purchaser therefor, except to the extent that such Taxes were specifically included in such Tax Returns, the item in question shall be resolved by a nationally known independent firm determination of certified public accountants mutually agreeable the Merger Consideration or were already directly paid to the Buyer and the Shareholder Representative Committee, whose fees and expenses shall be shared equally by the Partiesrelevant Governmental Authority.
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Samples: Agreement and Plan of Merger (Alkami Technology, Inc.)
Pre-Closing Tax Returns. The Selling Shareholders Seller has caused, or shall have responsibility forcause, and the Shareholder Representative Committee shall pay or cause to be paid when due any and all Taxes relating to the Company or its Subsidiary for or relating to any Tax period ending on or before the Closing Date, except for Taxes accrued or reserved for on the Financial Statements. The Shareholder Representative Committee shall prepare and timely file or cause to be prepared and filed on a timely filed all financial statements, audited as required by applicable Laws, basis the Tax Returns of the Company and its Subsidiary for all Tax periods ending on or before required to be filed prior to the Closing Date and shall pay or with respect to a Pre-Closing Tax Period (the Taxes shown as due on such “Pre-Closing Tax Returns”), and such Pre-Closing Tax Returns are, or will be, complete and correct. Prior to the filing The Seller shall provide a draft of any such each Pre-Closing Tax Return that was not to be filed by the Seller after the Closing Date at least five (5) Business Days before filing (unless due within five (5) Business Days of the Closing Date, in which case the Shareholder Representative Committee draft Pre-Closing Tax Return shall be provided by the Seller to the Purchaser on the Closing Date). The Seller shall take into consideration the Purchaser’s reasonable comments in preparing and filing such Pre-Closing Tax Returns and provide copies thereof to the Buyer with a substantially final draft Purchaser within five (5) Business Days of filing. To the extent that any Taxes are shown as payable on such Pre-Closing Tax Returns that were not reflected in the computation of the Purchase Price, the Seller shall promptly pay the amount of such Tax Return, together with financial statements, audited as required by applicable Laws, at least 15 Taxes to the Purchaser within five (5) Business Days prior of a written request therefor. If the Company receives any income Tax refunds with respect to income Taxes paid by the Seller that after the Closing were not reflected in the Closing Balance Sheet, the Purchaser shall promptly pay the amount of such refunds to the due date for such Seller. For the avoidance of doubt, any future income Tax Return. The Buyer shall notify the Shareholder Representative Committee of any objections savings that the Buyer Company may have to any items set forth in any such draft financial statements or Tax Return within 5 days prior to receive from the due date for such Tax Return, and use of the Buyer and Company’s non-capital Losses existing as of the Shareholder Representative Committee shall agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns Closing Date shall be prepared or completed in a manner consistent with prior practice for the sole benefit of the Company (and its Subsidiary with respect to not the Seller or the Parent) after the Closing Date, and no accounts receivable, provision, accrual, or deferred Tax Returns concerning the income, properties or operations Asset of the Company and its Subsidiary, except as otherwise required by Law or regulation or otherwise agreed to in writing by the Buyer prior to the filing thereof. If the parties hereto cannot resolve any disputed item to connection therewith shall be included in such Tax Returns, the item in question shall be resolved by a nationally known independent firm of certified public accountants mutually agreeable to the Buyer and the Shareholder Representative Committee, whose fees and expenses shall be shared equally by the PartiesClosing Balance Sheet.
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Pre-Closing Tax Returns. The Selling Shareholders shall have responsibility for, and the Shareholder Representative Committee shall pay or cause to be paid when due any and all Taxes relating to the Company or its Subsidiary for or relating to any Tax period ending on or before the Closing Date, except for Taxes accrued or reserved for on the Financial Statements. The Shareholder Representative Committee shall prepare and timely file or cause to be prepared and timely filed all financial statements, audited as required by applicable Laws, Tax Returns of for the Company and its Subsidiary for all Tax Taxable periods ending on or before prior to the Closing Date which are required to be filed after the Closing Date. Parent shall cause the Surviving Corporation, or the Surviving Entity, as the case may be, to the extent such personnel remain employed by the Surviving Corporation, or Surviving Entity, as the case may be, to make available without charge the same personnel that were responsible at the Company for the preparation of such Tax Returns or schedules and shall pay work papers used in the Taxes shown preparation thereof, and all records and other documents relating thereto as due on they may be required in the preparation of such Tax Returns. Prior No later than (i) the Closing Date or (ii) 30 days prior to the due date for filing of any such Tax Return that was not filed before Return, whichever is the Closing Datelater to occur, the Shareholder Representative Committee shall provide the Buyer with deliver a substantially final draft copy of such Tax Return, together with financial statementsall supporting documentation and workpapers, audited as required by applicable Laws, at least 15 Business Days prior to Parent for its review. Parent may submit to the due date for Representative, not later than 15 days from the receipt of such Tax Return. The Buyer shall notify the Shareholder Representative Committee , a list of any objections that components of such Tax Return with which the Buyer may have Parent disagrees. In the event a notice of dispute is timely delivered to the Representative by Parent, Parent and the Representative shall thereafter for a period of 15 days negotiate in good faith to resolve any items of dispute. Any items of dispute which are not so resolved shall be submitted for resolution to an Arbitrating Accountant in accordance with the procedures set forth in any Section 2.07. Parent will cause such draft financial statements or Tax Return within 5 (as finally resolved pursuant to any dispute procedures) to be timely filed and will provide a copy to the Representative. Not less than five days prior to the due date for payment of Taxes with respect to any such Tax Return, and the Buyer and Stockholders shall pay to Parent the Shareholder Representative Committee shall agree amount of any Parent Indemnified Taxes with respect to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice of the Company and its Subsidiary with respect to Tax Returns concerning the income, properties or operations of the Company and its Subsidiary, except as otherwise required by Law or regulation or otherwise agreed to in writing by the Buyer prior to the filing thereof. If the parties hereto cannot resolve any disputed item to be included in such Tax Returns, the item in question shall be resolved by a nationally known independent firm of certified public accountants mutually agreeable to the Buyer and the Shareholder Representative Committee, whose fees and expenses shall be shared equally by the Parties.
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