Common use of Responsibility for Filing Tax Returns Clause in Contracts

Responsibility for Filing Tax Returns. (c) . Buyer shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Tax authority all Tax Returns required to be filed after the Closing, and shall pay all Taxes due with respect to such Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the taxable periods covered by such Tax Returns. Notwithstanding the foregoing, the Seller Parties shall prepare or cause to be prepared and file or cause to be filed with the appropriate Tax authority all federal, state, and local partnership Tax Returns of NEG Holding with respect to Tax periods ending on or before the effective time of the Closing. At least thirty (30) days prior to the due date for the filing of any such Tax Return, the Buyer shall provide a copy of such Tax Return to the Seller Parties for their review. The Seller Parties shall have the right to review such Tax Returns prior to the filing of such Tax Returns and, within ten days after the date of receipt by the Seller Parties of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Arbiter shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the Buyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Real Estate Partners L P)

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Responsibility for Filing Tax Returns. (ci) . The Buyer shall engage MNP LLP to prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Tax authority all Tax Returns required to be filed after of the Closing, and shall pay all Taxes due with respect to such Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) Company for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the taxable periods covered by such Tax Returns. Notwithstanding the foregoing, the Seller Parties shall prepare or cause to be prepared and file or cause to be filed with the appropriate Tax authority all federal, state, and local partnership Tax Returns of NEG Holding with respect to Tax periods ending on or before the effective time Closing Date that are due after the Closing Date (collectively, the “Buyer Prepared Pre-Closing Tax Returns”). Each Buyer Prepared Pre-Closing Tax Return shall be prepared consistent with the past practices of the Closing. At least thirty (30) days prior to the due date Company, as applicable and for greater certainty, no deduction shall be claimed on such Tax Returns in respect of any expenses incurred for the filing benefit of the Sellers in respect of the Transaction. Notwithstanding the foregoing, in any such Tax ReturnReturns, the Company shall not deduct any amount in the nature of a reserve or claim any Tax credit that would require the Company to include in a taxable period ending after the Closing Date any amount of income, unless the Tax liability in respect of such income (determined as though such income were the only income or loss of the Company for the Tax period and without regard for the availability of any loss carryforwards or carrybacks) is taken into account in computing Working Capital. The Buyer shall provide a copy of such Buyer Prepared Pre-Closing Tax Return to the Seller Parties Sellers’ Representative for their review. The Seller Parties shall have review and comment at least 30 days (10 days in the right to review such case of a non-income Tax Returns prior to the filing of such Tax Returns and, within ten days after the date of receipt by the Seller Parties of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(cReturn) to resolve in a final binding matter prior to the due date for filing such Tax Returns, and Buyer shall consider in good faith any reasonable comments provided by Sellers’ Representative on the Buyer Prepared Pre-Closing Tax Return. The Sellers’ Representative and Buyer shall work in good faith to resolve any disputes with respect to any Buyer Prepared Pre-Closing Tax Returns. If the Parties are unable to resolve a dispute, then such dispute shall be submitted to the Independent Accounting Firm to resolve such dispute in a manner consistent with the procedures for resolving disputed items set forth in Section 2.6(b). If a Buyer Prepared Pre-Closing Tax Return is required to be filed prior to the resolution of a dispute, the Buyer Prepared Pre-Closing Tax Return shall be filed as determined by the Buyer and such Tax Return shall be promptly amended if and to the extent required to reflect the final resolution of the dispute. The Buyer shall cause the Company to timely file all Buyer Prepared Pre-Closing Tax Returns. The fees Sellers shall timely pay to the appropriate Tax Authority any Taxes shown as due on the Buyer Prepared Pre-Closing Tax Returns if and expenses only to the extent that a liability for the amount of such Taxes was not included in Working Capital or such Taxes were not pre-paid by the Arbiter shall be shared equally between Company or the Sellers Parties prior to the Closing Date. The Company shall, and Buyer. Fees for preparation of the Buyer shall cause the Company to, promptly and timely execute a Buyer Prepared Pre-Closing Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne Return to the extent required by the Buyerapplicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Ultralife Corp)

Responsibility for Filing Tax Returns. The Member Representative shall prepare or cause to be prepared and timely filed all Tax Returns of the Company for any taxable periods which end on or before the Closing Date, which are required to be filed after the Closing Date, in a manner consistent with past practice of the Company and (cin any event) applicable Law, provided that, the Member Representative shall submit a draft of such Tax Return(s) to Buyer at least thirty (30) days prior to the due date (with extensions) of such Tax Return and if, within five (5) Business Days of Buyer’s receipt of such draft, Buyer notifies the Member Representative of Buyer’s disagreement with such draft, then the Member Representative shall either incorporate Buyer’s comments to such Tax Return prior to its filing or promptly notify Buyer of the Member Representative’s disagreement with such comments, in which (latter) case, the Parties shall submit such disagreement to the Neutral Accountant for resolution in accordance with the procedures of Section 1.3(c), mutatis mutandis; provided further that, if any such disagreement is not resolved in time for such Tax Return practicably to be modified before the due date (taking into account applicable extensions) of such Tax Return, then such Tax Return shall be filed (a) in the manner that the Member Representative deems correct, to the extent such Tax Return is executed by a Member on behalf of the Company or, (b) in the manner mutually agreed upon by Buyer and an accounting firm appointed by the Member Representative, if such Tax Return requires the signature of any officer or agent of Buyer, or any officer or agent of the Company appointed by Buyer, subject in either case to the filing of an amended Tax Return following (and as necessary to comport with) the foregoing resolution by the Neutral Accountant or Buyer and the Member Representative. Buyer shall prepare or cause to be prepared, and file timely file, or cause to be filed (in a manner consistent with past practices) with the appropriate Tax authority timely filed, all other Tax Returns for the Company required to be filed after the ClosingClosing Date. Each Member Party, jointly and severally, shall pay all to Buyer, in accordance with Section 9.1(b), the amount of any Taxes due with or in respect of any Tax Return prepared pursuant to this Section 9.1(d) to the extent such Taxes relate to a Pre-Closing Tax Returns; providedPeriod, that and Buyer shall be responsible for the Seller Parties shall reimburse Buyer (amount of any Taxes due with or in respect of any Tax Return prepared pursuant to this Section 9.1(d) to the extent such Taxes relate to a post-Closing Tax period, determined in accordance with the procedures set forth in Sections 7.7(a)(4Section 9.1(c)) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the taxable periods covered by such Tax Returns. Notwithstanding the foregoing, the Seller Parties shall prepare or cause to be prepared and file or cause to be filed with the appropriate Tax authority all federal, state, and local partnership Tax Returns of NEG Holding with respect to Tax periods ending on or before the effective time of the Closing. At least thirty (30) days prior to the due date for the filing of any such Tax Return, the Buyer shall provide a copy of such Tax Return to the Seller Parties for their review. The Seller Parties shall have the right to review such Tax Returns prior to the filing of such Tax Returns and, within ten days after the date of receipt by the Seller Parties of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Arbiter shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the Buyer.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Liberated Syndication Inc.)

Responsibility for Filing Tax Returns. (c) . Buyer Sellers’ Representative shall prepare or cause to be preparedprepared all Tax Returns for the Holding Companies and their Subsidiaries that are required to be filed after the Closing Date for any Tax periods ending on or before the Closing Date (“Pre-Closing Tax Periods”), in accordance with the prior custom and practice of such entities in filing their Tax Returns except to the extent required by applicable Law, and Buyer shall file or cause to be filed (such Tax Returns in a manner consistent with past practicestimely manner. As soon as reasonably practicable and in no event less than twenty (20) with days prior to the appropriate due date for filing any such Tax authority all Return, Sellers’ Representative shall permit Buyer to review and comment on each such Tax Returns required Return. Within ten (10) days of receipt of any such Tax Return, Buyer shall provide its comments to be filed after the Closingsuch Tax Return. Sellers’ Representative shall incorporate any reasonable comments of Buyer, and Sellers’ Representative and Buyer shall pay all Taxes due endeavor in good faith to resolve any disputes with respect to such Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) for comments prior to filing any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the taxable periods covered by such Tax ReturnsReturn. Notwithstanding the foregoing, the Seller Parties Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Holding Companies and their Subsidiaries for Straddle Periods, in accordance with the appropriate Tax authority all federal, state, prior custom and local partnership practice of such entities in filing their Tax Returns of NEG Holding with respect except to Tax periods ending on or before the effective time of the Closingextent required by applicable Law. At least thirty As soon as reasonably practicable and in no event less than twenty (3020) days prior to the due date for the filing any such Tax Return for a Straddle Period, Buyer shall permit Sellers’ Representative to review and comment on each such Tax Return. Within ten (10) days of receipt of any such Tax Return, the Sellers’ Representative shall provide its comments to such Tax Return. Buyer shall provide a copy incorporate any reasonable comments of Sellers’ Representative, and Sellers’ Representative and Buyer shall endeavor in good faith to resolve any disputes with respect to such comments prior to filing any such Tax Return Return. Buyer shall timely pay (or cause to the Seller Parties for their review. The Seller Parties shall have the right be paid) all Taxes relating to review such Tax Returns prior to covered by this Section 6.8(b), and Sellers (or the filing MIPC Sellers in the case of such Tax Returns andof MIPC, within ten days after and PGGM in the date case of receipt by the Seller Parties Tax Returns of PGGM Blocker) shall reimburse Buyer for payment of any such Tax Returns, Taxes if and to request the extent the same are Pre-Closing Taxes (except to the extent that any such Pre-Closing Taxes are reflected in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result the computation of the review of such Final Purchase Price). Upon reasonable request, Buyer and Sellers shall cooperate with one another in regard to Tax Returns compliance and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Arbiter shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the Buyerreporting matters.

Appears in 1 contract

Samples: Securities Purchase and Merger Agreement (American Tower Corp /Ma/)

Responsibility for Filing Tax Returns. (ca) . Buyer shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Tax authority all Tax Returns required to be filed after the Closing, and shall pay all Taxes due with respect to such Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the taxable periods covered by such Tax Returns. Notwithstanding the foregoing, the Seller Parties The Representative shall prepare or cause to be prepared and file or cause to be all Flow-Through Tax Returns for the Company for taxable periods ending before the Closing Date that are filed after the Closing Date in a manner consistent with the appropriate Tax authority all federal, state, and local partnership prior practice of the Company. The Representative shall provide Buyer with completed drafts of such Flow-Through Tax Returns of NEG Holding with respect to Tax periods ending on or before the effective time of the Closing. At for Buyer’s review at least thirty forty five (3045) days prior to the due date for filing thereof. If Buyer disagrees with positions taken on such Flow-Through Tax Returns, it will notify the filing Representative within ten (10) Business Days of any such having received the draft Flow-Through Tax Returns and Buyer and the Representative will negotiate in good faith to resolve the differences. If Buyer and the Representative have not resolved the differences by the due date of the Flow-Through Tax Return, Representative will file the Buyer shall provide a copy of such Flow-Through Tax Return with the positions it believes are correct, and Buyer and the Representative will submit the disagreed items (but not any issues that are legal interpretations of this Agreement) to the Seller Parties Independent Auditor for their reviewprompt resolution in accordance with the procedures in Section 1.05, with the instruction that the Representative will not take any position that is not more likely than not to be sustained if challenged. The Seller Parties shall have Representative will file the right to review such Tax Returns it prepares pursuant to this Section 6.02 (i) as agreed by the parties, or (ii) as resolved by the Independent Auditor. If the Representative filed the Flow-Through Tax Return prior to the filing resolution of such the disagreements raised by Buyer, it will file amended Flow-Through Tax Returns and, within ten days after to reflect the date resolution of receipt the issues by the Seller Parties of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Arbiter shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the BuyerIndependent Auditor.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.)

Responsibility for Filing Tax Returns. (c) . Buyer The Purchaser shall prepare or cause to be prepared, and timely file or cause to be prepared and timely filed all Tax Returns that relate to any Pre-Closing Tax Period for the Company and its Subsidiaries that have not yet been filed as of the Closing Date, and shall timely pay or cause to be timely paid any amount shown as due on such Tax Returns, which for the avoidance of doubt, shall not include any payment obligation with respect to income allocated pursuant to any income Tax Return of Fresh Logistics, LLC, Bxxxxxxxx Juice Holdings, LLC, or Bxxxxxxxx Juice Products, LLC, to the Company with respect to any period or portion thereof ending on or before the Closing Date to the extent such income must be reported under applicable law on a Tax Return of a Unitholder. To the extent the amount the Purchaser is required to pay or cause to be paid pursuant to the previous sentence is less than the Pre-Closing Income Tax Amount, Purchaser shall promptly pay in cash the amount of such difference to the Representative (for the benefit of the Unitholders) and to the extent the amount the Purchaser is required to pay or cause to be paid pursuant to the previous sentence is more than the Pre-Closing Income Tax Amount, the parties shall promptly cause the Escrow Agent to release from the Indemnity Escrow Amount an amount equal to such excess to the Purchaser unless and to the extent such excess would not have been incurred but for the fact that a Transaction Tax Deduction was included in the calculation of the Pre-Closing Income Tax Amount as deductible in a Pre-Closing Tax period but was properly deductible in a Tax period, or portion thereof, beginning after the Closing. All Tax Returns prepared by Purchaser pursuant to this Section 10.01(c) shall be prepared in a manner that is consistent with the past practices) custom and practice of the Company and its Subsidiaries and applicable Law; provided, however, that Purchaser may prepare and file, and nothing herein shall be read to prevent, an election pursuant to Section 754 of the Code with respect to Bxxxxxxxx Juice Products, LLC, with respect to the appropriate taxable period that includes the transactions contemplated by this Agreement. At least 30 days prior to the date on which each such Tax authority Return is due, to the extent the Unitholders could be liable or responsible for any Taxes on such Tax Return or with respect to income allocated on such return including pursuant to this Agreement, the Purchaser shall submit such Tax Return (and all Tax Returns relevant work papers and other items required to understand such Tax Return or other items as reasonably requested by the Representative) to the Representative for the Representative’s review, comment and consent (not to be filed after unreasonably withheld, conditioned or delayed). If the ClosingRepresentative has not consented to the filing of such Tax Returns, and the parties shall pay all Taxes due follow the procedures set forth in Section 1.08(b) to resolve any disagreements with respect to such Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect including referring issues to the taxable periods covered by such Tax Returns. Notwithstanding the foregoing, the Seller Parties shall prepare or cause to be prepared and file or cause to be filed with the appropriate Tax authority all federal, state, and local partnership Tax Returns of NEG Holding with respect to Tax periods ending on or before the effective time of the Closing. At least thirty (30) days prior to the due date Dispute Resolution Auditor for the filing of any such Tax Return, the Buyer shall provide a copy of such Tax Return to the Seller Parties for their review. The Seller Parties shall have the right to review such Tax Returns prior to the filing of such Tax Returns and, within ten days after the date of receipt by the Seller Parties of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Arbiter shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the Buyerresolution.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Campbell Soup Co)

Responsibility for Filing Tax Returns. (ci) . Buyer The Purchaser shall prepare or cause to IRS Form 1065 (and any comparable flow through state and local Tax Returns) of Holdco for the taxable period that includes the Closing Date (the “Holdco Tax Returns”). All Holdco Tax Returns shall be prepared, and file or cause to be filed (prepared in a manner that is consistent with the past practices) with the appropriate Tax authority all Tax Returns custom and practice of Holdco, except as otherwise required to be filed after the Closing, and shall pay all Taxes due with respect to such Tax Returnsby applicable Law; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) for any amount owed however, that, if so elected by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) Purchaser, such Holdco Tax Returns shall include an election under Section 754 of the Code with respect to the taxable periods covered acquisition by the Purchaser of the Purchased Holdco Interests (the “Section 754 Election”) to the extent that Holdco does not already have an election under Section 754 of the Code in effect as of the Closing Date; provided, further, that the Purchaser shall be permitted to select in its sole discretion (A) the Person who shall be designated as Holdco’s “partnership representative” within the meaning of Section 6223(a) of the Code on such Holdco Tax Returns and (B) if necessary, the individual who will be the “designated individual” within the meaning of Proposed Treasury Regulation Section 301.6223-1(b)(3) on such Holdco Tax Returns. Notwithstanding the foregoing, Each Holdco Tax Return (and all relevant work papers and other items required to understand such Holdco Tax Return or other items as reasonably requested by the Seller Parties Representative) shall prepare or cause be submitted to be prepared and file or cause to be filed with the appropriate Tax authority all federal, state, and local partnership Tax Returns of NEG Holding with respect to Tax periods ending on or before Seller Representative for the effective time of the Closing. At Seller Representative’s review at least thirty (30) days prior to the due date for of such Holdco Tax Return (as extended if an extension is filed with respect to such Holdco Tax Return). The Purchaser shall consider in good faith any reasonable comment provided in writing by the Seller Representative with respect to any Holdco Tax Return. If the Purchaser and the Seller Representative cannot, through good-faith negotiation, resolve any disagreement over any such comment, then their disagreement shall be resolved by the Dispute Resolution Auditor in accordance with Section 1.05(b), mutatis mutandis. The resolution of any such dispute shall not delay the filing of any such Tax ReturnReturn beyond its due date and, the Buyer shall provide a copy following resolution of such disagreement, such Tax Return shall be amended if and as necessary to conform to the Seller Parties for their review. The Seller Parties shall have the right to review such Tax Returns prior to the filing resolution of such Tax Returns and, within ten days after the date of receipt by the Seller Parties of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Arbiter shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the Buyerdisagreement.

Appears in 1 contract

Samples: Escrow Agreement (Kadant Inc)

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Responsibility for Filing Tax Returns. The Members shall prepare or cause to be prepared and timely filed all Tax Returns of the Company for any taxable periods which end on or before the Closing Date (cincluding the final federal, state, and local partnership Tax Returns of the Company for the tax period ending on the Closing Date), which are required to be filed after the Closing Date, in a manner consistent with past practice of the Company and (in any event) applicable Law, provided that, the Members shall submit a draft of such Tax Returns to Buyer at least 30 days prior to the due date (with extensions) of such Tax Return and if, within five Business Days of Buyer’s receipt of such draft, Buyer notifies the Members of Buyer’s disagreement with such draft, then the Members shall either incorporate Buyer’s comments to such Tax Return prior to its filing or promptly notify Buyer of the Members’ disagreement with such comments, in which (latter) case, the Parties shall submit such disagreement to the Neutral Accountant for resolution under the procedures of Section 1.3(c), mutatis mutandis; provided further that, if any such disagreement is not resolved in time for such Tax Return practicably to be modified before the due date (taking into account applicable extensions) of such Tax Return, then the Members shall file such Tax Return (i) in the manner that the Members deem correct, to the extent such Tax Return is executed by a Member on behalf of the Company or, (ii) in the manner mutually agreed upon by Buyer and an accounting firm appointed by the Members, if such Tax Return requires the signature of any officer or agent of Buyer, or any officer or agent of the Company appointed by Buyer, subject in either case to the filing of an amended Tax Return following (and as necessary to comport with) the foregoing resolution by the Neutral Accountant or Buyer and the Members. Buyer shall prepare or cause to be prepared, and file timely file, or cause to be filed (in a manner consistent with past practices) with the appropriate Tax authority timely filed, all other Tax Returns for the Company required to be filed after the ClosingClosing Date. Each Member, jointly and severally, shall pay all to Buyer, under Section 9.1(b), the amount of any Taxes due with or in respect to such of any Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)Return prepared under this Section 9.1(d) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the taxable periods covered by extent such Taxes relate to a Pre-Closing Tax Returns. Notwithstanding the foregoing, the Seller Parties shall prepare or cause to be prepared and file or cause to be filed with the appropriate Tax authority all federal, statePeriod, and local partnership Buyer shall pay the amount of any Taxes due with or in respect of any Tax Returns of NEG Holding with respect to Tax periods ending on or before the effective time of the Closing. At least thirty (30Return prepared under this Section 9.1(d) days prior to the due date for the filing of any extent such Taxes relate to a post-Closing Tax Returnperiod, the Buyer shall provide a copy of such Tax Return to the Seller Parties for their review. The Seller Parties shall have the right to review such Tax Returns prior to the filing of such Tax Returns and, within ten days after the date of receipt by the Seller Parties of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in determined under Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Arbiter shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the Buyer9.1(c).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Liberated Syndication Inc.)

Responsibility for Filing Tax Returns. (c) . Buyer shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Tax authority all Tax Returns required to be filed after the Closing, and shall pay all Taxes due with respect to such Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the taxable periods covered by such Tax Returns. Notwithstanding the foregoing, the Seller Parties shall prepare or cause to be prepared and file or cause to be filed with the appropriate all Tax authority all federal, state, and local partnership Tax Returns of NEG Holding with respect to Tax periods ending on or before the effective time returns of the ClosingCompany which are filed after the Closing Date. At If any Tax return prepared and filed pursuant to this Section 7.4.3 reflects a Tax liability that could be imposed on Sellers pursuant to this Agreement, Buyer shall deliver such Tax return to Sellers for review and comment at least thirty twenty (3020) business days prior to the due date for the filing of any such Tax Return, the Buyer shall provide a copy of such Tax Return return. If exceptions or objections are noted by Sellers with respect to any position taken by Buyer or the Company on such Tax return, Buyer and the Seller Parties for their reviewRepresentative (and/or any representative selected by Seller Representative) shall meet to resolve the dispute. The Seller Parties shall have If the right to review such Tax Returns prior to the filing of such Tax Returns and, dispute has not been resolved within ten (10) business days after the date of receipt by the Seller Parties of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date of such Tax return, then the disputed issues shall be submitted to one of the "Big Five" accounting firms with which neither the Seller Representative nor the Buyer has a prior relationship (also referred to herein as, the "Accountants") for resolution. If the disputed issues are submitted to the Accountants for resolution: (i) the Buyer and the Sellers will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may reasonably request and are available to such party (or its accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a written notice delivered to the parties within ten (10) business days following submission of the dispute to the Accountants, will be binding and conclusive on the parties; and (iii) Buyer, on the one hand, and Sellers, on the other hand, will each bear 50% of the fees of the Accountants for such Tax Returns. The fees determination; provided, however, that if either the Buyer, on the one ----------------- hand, or the Sellers, on the other hand, is determined by the Accountants (which determination must be made if requested by either the Company or the Sellers) to be the substantially prevailing party (based on the difference between the position of such party as initially submitted to the Accountants and expenses the Accountants' ultimate determination), then the losing party shall bear the substantially prevailing party's portion of the Arbiter Accountants' fees (and shall be shared equally between promptly reimburse the Sellers Parties and Buyer. Fees substantially prevailing party for preparation of Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the Buyerany such fees previously paid).

Appears in 1 contract

Samples: Stock Purchase Agreement (Corinthian Colleges Inc)

Responsibility for Filing Tax Returns. Subject to the other provisions of this Section 9.1, including the remaining provisions of this Section 9.1(b), Parent shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company that are filed after the Closing Date, including Tax Returns for any Straddle Period (c) . Buyer each such Tax Return a “Parent Prepared Return”); provided, however, the Members’ Representative shall prepare or cause to be prepared, at its sole cost, and file or cause to be filed all Pass-Through Tax Returns for all taxable periods ending on or prior to the Closing Date, including (for the avoidance of doubt) the Company’s 2023 IRS Form 1065 and related 2023 state Pass-Through Tax Returns, (each, a “Pre-Closing Pass-Through Tax Return”). The Pre-Closing Pass-Through Tax Returns and the Parent ​ 4855-0363-3265.v2 ​ Prepared Returns shall be prepared in a manner consistent with the past practicesTax practices of the Company, the Tax Treatment, the Merger Consideration Allocation (as finally determined hereunder) with and the appropriate reporting of the Transaction Tax authority all Deductions as specifically provided herein. Each Parent Prepared Return reporting any Tax Returns required for which any Member could be liable (including pursuant to the indemnity provisions of this Agreement) and each Pre-Closing Pass-Through Tax Return is referred to herein as a “Reviewable Return.” Each Reviewable Return shall be filed after delivered by the Closingpreparing-Party (the Members’ Representative, the case of Pre-Closing Pass-Through Tax Return, and shall pay all Taxes due with respect the Parent, in the case of a Parent Prepared Return (each, the “Preparing Party”)) to such Tax Returns; providednon-preparing Party (as applicable, that Parent or the Seller Parties shall reimburse Buyer Member’s Representative (in accordance with each, the procedures set forth in Sections 7.7(a)(4“Non-Preparing Party”)) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) Non-Preparing Party’s review and 7.7(a)(3) with respect to the taxable periods covered by such Tax Returns. Notwithstanding the foregoing, the Seller Parties shall prepare or cause to be prepared and file or cause to be filed with the appropriate Tax authority all federal, state, and local partnership Tax Returns of NEG Holding with respect to Tax periods ending on or before the effective time of the Closing. At least comment no later than thirty (30) days prior to the due date for such return, and the filing Preparing Party will adopt (and update the relevant Tax Return for) all reasonable comments of any Non-Preparing Party with respect to each such Tax Return, the Buyer shall provide a copy of such Tax Reviewable Return to the Seller Parties for their review. The Seller Parties shall have extent such comments are delivered in writing by the right to review such Tax Returns prior Non-Preparing Party to the filing of such Tax Returns and, within ten Preparing Party at least fifteen (15) days after the date of receipt by the Seller Parties of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returnsreturn. The fees and expenses If the Preparing-Party disputes any comments that the Non-Preparing Party provided in accordance with the foregoing provisions, the Preparing Party will provide prompt (but in no event less than two (2) days after delivery of the Arbiter Non-Preparing Party’s comments) written notice to Non-Preparing Party of such objection, and the Preparing Party and Non-Preparing Party will negotiate in good faith to resolve all such matters for a period of seven (7) days from the date on which such notice of objection is so provided. If any such matter(s) remain unresolved after such 7-day period, the Preparing Party and Non-Preparing Party shall submit such unresolved matter(s) to the Independent Accounting Firm (or such other nationally recognized tax accounting firm (the “Other Firm”) as mutually agreed to by Parent and the Members’ Representative, if the Independent Accounting Firm is unable or unwilling to resolve such matter) for resolution pursuant to procedures substantially similar to the procedures provided in Section 1.10(b)(iii), applied mutatis mutandis; provided, that the Independent Accounting Firm and (if applicable) the Other Firm shall be shared equally between bound by and follow each specific agreement set forth herein with respect to Taxes (including the Sellers Parties Tax Treatment, the Merger Consideration Allocation (as finally determined hereunder) and Buyerreporting of Transaction Tax Deductions). Fees With respect to any dispute in respect of a Reviewable Return that is submitted to the Independent Accounting Firm or the Other Firm for preparation resolution in accordance with the foregoing provisions, if the applicable matter is not resolved by the due date (as permissibly extended) of such Reviewable Return, the Preparing Party will be permitted to file such Tax Returns described Return as prepared by the Preparing Party (as updated for all matters not in dispute) by its extended due date and the Preparing Party will promptly amend such Tax Return to the extent necessary to ensure that the Tax Return (as so amended) is prepared and filed consistent with the final determination of the Independent Accounting Firm or Other Firm, as applicable. Notwithstanding the forgoing or any other provision of this paragraph Section 7.7(b)(1) Agreement, no income Tax Return of Parent, or a consolidated income Tax Return for a consolidated group including Parent, shall be borne by reviewable or require the Buyer.consent of any Member before filing such Tax Return. ​ 4855-0363-3265.v2 ​

Appears in 1 contract

Samples: Merger Agreement (RPC Inc)

Responsibility for Filing Tax Returns. (ci) . Buyer shall prepare or cause to be prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Tax authority all Tax Returns required to be filed after the Closing, and shall pay all Taxes due with respect to such Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the taxable periods covered by such Tax Returns. Notwithstanding the foregoing, the Seller Parties Sellers’ Representative shall prepare or cause to be prepared all income Tax Returns of the Company for any Pre-Closing Tax Period (each such income Tax Return a “Pre-Closing Income Tax Return”) and file shall pay or cause to be filed with the appropriate Tax authority paid all federal, state, and local partnership Tax Returns of NEG Holding Taxes required to be paid with respect to such Pre-Closing Income Tax periods ending on or before Returns. The Pre-Closing Income Tax Returns shall be prepared in a manner consistent with the effective time prior practice of the ClosingCompany, subject to compliance with the other provisions of this Section 7.01, and, in any event, with applicable Law. At The Stockholders shall report, on their respective personal income Tax Return(s), any income, gain, loss, deduction or other tax items for such periods in a manner consistent with the Schedule K-1s filed with such Pre-Closing Income Tax Returns. Sellers’ Representative shall deliver to Buyer, for Buyer’s review and comment, each such Pre-Closing Income Tax Return at least thirty forty-five (3045) days prior to the due date for the filing of any such Pre-Closing Income Tax Return, the . Buyer shall provide a copy written comments to the Sellers’ Representative within ten (10) days of receipt of such Pre-Closing Income Tax Return to the Seller Parties for their reviewReturn. The Seller Parties Sellers’ Representative shall have the right to review such Tax Returns prior to the filing of such Tax Returns and, within ten days after the date of receipt by the Seller Parties of take any such comments into account in good faith, but shall not be required to incorporate them into the Pre-Closing Income Tax Returns, to except for any changes that Buyer may request in writing order to conform such Pre-Closing Income Tax Returns with applicable Law and the other provisions of this Section 7.01. If the Buyer requests any reasonable changes to such Tax Returns. The Seller Parties changes, then Sellers’ Representative and Buyer agree shall attempt to consult and resolve in good such dispute through good-faith any issue arising as a result negotiation. If, within five (5) days of the review of Buyer’s request for such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event changes, the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changestheir dispute, then any disputed issues they shall submit such dispute to the Neutral Account for resolution in accordance with the procedures of Section 1.04. The Pre-Closing Income Tax Returns shall be immediately submitted revised to take into account any such changes determined by the Neutral Accountant to be necessary to conform such Pre-Closing Income Tax Returns with applicable Law and the other provisions of this Section 7.01, following which, Buyer shall cause the Company to provide an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses officer of the Arbiter Company to sign, and Sellers’ Representative shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of file, each such Pre-Closing Income Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the BuyerReturn.

Appears in 1 contract

Samples: Stock Purchase Agreement (Diplomat Pharmacy, Inc.)

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