Straddle Period Returns. (i) The parties acknowledge and agree that the Company may be required, with respect to certain Taxes for Straddle Periods, to file a full year return (herein a "STRADDLE PERIOD RETURN") reporting and accounting for such Taxes on an aggregate basis covering both the Pre-Closing Period and the Post-Closing Period. The Buyer, at its expense, shall cause the Company to prepare and file such Straddle Period Returns.
Straddle Period Returns. The Buyer shall prepare and timely file, or cause to be prepared or timely filed, (and shall provide the Sellers a copy of each such return as filed and evidence of the timely filing thereof) all Tax Returns (other than the Sellers’ Returns) that are required to be filed by, or with respect to, the Company that are not filed as of the Closing Date (“Buyer’s Returns”) and shall pay the Tax shown as due thereon. In the case of a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such Straddle Period Return to the Sellers for review and advice no later than thirty (30) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’s receipt of a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within five (5) days after the later of (i) the Sellers’s approval of any Straddle Period Return, and (ii) the resolution of any dispute with respect to such Straddle Period Return, the Sellers shall pay to the Company the portion of the Taxes shown on such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit the right of the Company to file any Straddle Period Return on a timely basis.
Straddle Period Returns. (a) Eagle shall prepare and file on a timely basis any Tax Returns (but not including any Federal income Tax Return) of Eagle and any Eagle Pre-Closing Affiliate for any taxable period beginning before and ending after the Effective Date (a "Straddle Period").
Straddle Period Returns. The Buyer shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns that are required to be filed by, or with respect to, the Acquired Companies for all taxable periods beginning on or before the Closing Date and ending after the Closing Date (a "STRADDLE PERIOD RETURN") and pay the tax shown as due thereon. All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made in a manner that complies with applicable Law and accurately reflects the Tax Liability of the Acquired Companies for the period for which such Tax Return is to be filed. The Seller shall pay the Buyer any income taxes due pursuant to any Straddle Period Return that are allocated to the Seller pursuant to SECTION 9.1(e) no later than five (5) days before the due date (including extensions) for such Straddle Period Return.
Straddle Period Returns. The Buyer shall prepare and timely file, or cause to be prepared or timely filed all Tax Returns (other than the Sellers’ Returns) that are required to be filed by, or with respect to, the Company or any Acquired Company that are not filed as of the Closing Date (“Buyer’s Returns”). In the case of a the Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such Straddle Period Return to the Sellers’ Representative for the Sellers’ Representative’s review no later than thirty (30) Business Days before the due date for such Straddle Period Return. The Sellers’ Representative shall pay to the Buyer no later than five (5) Business Days prior to the due date for such Straddle Period Tax Return the portion of the Taxes shown on such Straddle Period Return that constitute Pre-Closing Taxes. The Parties shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing such Tax Return; provided that notwithstanding anything to the contrary in this Section 8.1(b), the Buyer shall be entitled to file or cause to be filed the applicable Straddle Period Return without incorporating any disagreed upon changes to avoid a late filing of such Straddle Period Return.
Straddle Period Returns. The Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed all Returns relating to Straddle Periods. The Buyer shall provide such Returns to, and make such reasonable changes as may be requested by, the Seller, consistent with the obligations of the Seller set forth in Section 6.1(a) with respect to Returns for periods ending on or prior to the Closing Date. The Buyer shall pay or cause to be paid all Taxes due with respect to all Returns relating to Straddle Periods, provided, that the Seller shall timely (and in any event within 30 days of Buyer’s request for reimbursement) reimburse the Buyer, from sources other than the Holdback Amount, for all Pre-Closing Taxes shown as due with respect to all such Returns except to the extent the liability for such Taxes was reflected as a liability in the calculation of Final Closing Working Capital. All such Returns shall be prepared in a manner consistent with past practice except as otherwise required by applicable Law.
Straddle Period Returns. Any Tax Return (other than an income Tax Return or a Tax Return for any Transfer Tax described in Section 2.4) filed for a taxable period that includes, but does not end on, the Closing Date (a “Straddle Period”) shall be referred to as a “Straddle Period Return”):
Straddle Period Returns. In the case of any period that begins on or before, and ends after, the Closing Date (a “Straddle Period”), the amount of Pre-Closing Taxes shall be deemed to be:
Straddle Period Returns. Buyer shall cause to be prepared and filed all Tax Returns required to be filed by the Group Companies for any Straddle Periods (the “Straddle Period Returns”). Each such Straddle Period Return shall be prepared in a manner consistent with the Group Companies’ past practices except as otherwise required by applicable Law. Buyer shall submit each such Straddle Period Return to Seller at least thirty (30) days prior to the due date for the filing of such Straddle Period Return (taking into account any valid extensions of time to file) and Seller shall have the right to review and comment on such Straddle Period Return and Buyer shall reflect such comments from Seller on such Straddle Period Return to the extent (i) such comments are consistent with the standard set forth in the previous sentence and Buyer determines in its reasonable discretion exercised in good faith that such comments reflect positions that are more likely than not to be upheld if challenged by the applicable taxing authority, and (ii) such comments are received at least fifteen (15) days prior to the due date for filing such Straddle Period Return.
Straddle Period Returns. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (i) real, personal and intangible property Taxes of the Company for the pre-Closing portion of the Straddle Period that ends on the close of business on the Closing Date (the “Pre-Closing Straddle Period”) shall be the sole obligation of the Sellers and shall be equal to the amount of such real, personal and intangible property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period that are in such pre-Closing Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company for the portion of the Straddle Period other than the pre-Closing Straddle Period, other than income Taxes and those payable by the Sellers pursuant to clause (i) above, shall be computed as if such taxable period ended as of the close of business on the Closing Date, and to the extent not accrued in the Financial Statements, shall be the obligation of the Sellers and an indemnifiable claim of the Purchaser against the Sellers under Section 14 of this Agreement.
