Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Date.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts (a) All Property Taxes levied with respect to the Purchased Assets or payable by any Miraclon Entity or Transferred Subsidiary for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns Period shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts apportioned between Purchaser and Seller on a per diem basis for any Straddle Period based on the number of days of such Straddle Period included in the Pre-Closing Tax Returns Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Sellers Pre-Closing Tax Period and Purchaser shall be liable for approval the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. 100 Upon receipt of any xxxx for such Property Taxes, Purchaser or Seller, as applicable, shall present a statement to the other party setting forth the amount of indemnification to which each is entitled under this Section 7.2 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Sellers party owing it to the other party within ten (which approval shall not be unreasonably withheld or delayed) no later than twenty (2010) days prior to the date that after delivery of such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensionsstatement. In the event that the Sellers and Buyer cannot reach agreement with respect Purchaser or Seller makes any payment of Property Taxes for which it is entitled to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable indemnification under this Section 7.2(b) for 7.2, the applicable party shall make such Taxes but in indemnification payment no event later than five ten (510) Business Days before days after the Tax Return reflecting such liability is required to be filed. For purposes presentation of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to statement setting forth the amount that would be payable if of the relevant taxable period ended on and included indemnification to which the Closing Dateparty presenting the statement is entitled along with such supporting evidence as is reasonably necessary to calculate the indemnification amount.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed In the case of any Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and period that includes (but does not end after on) the Closing Date (a “"Straddle Period”"). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts , for the purposes of such Tax Returns to determining the Sellers liability of Seller under Section 5.3(f) for approval by Taxes of the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers Company and Buyer cannot reach agreement with each of its Subsidiaries in respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to of the portion of the Taxes shown on a Tax Return approved by the Sellers which relates Straddle Period beginning prior to the portion of such Straddle Period Closing Date and ending on the Closing Date promptly upon receiving notice from Buyer (the "Straddle Indemnification Period"), the Taxes of the Company and each of its Subsidiaries (other than Duties imposed in connection with the sale of the Shares or otherwise in connection with this Agreement with the exception of any Duties arising in connection with or as a consequence of the Company Restructuring) shall be computed as if the period ended as of the Closing Date and, for this purpose, the Taxes referable to such a period will include any Tax referable to that the Sellers are liable under this Section 7.2(b) for such Taxes but period pursuant to a Tax Law that arises in no respect of or by virtue of an act, transaction or event later than five (5) Business Days before that occurred on or prior to Closing even though the Tax Return reflecting such liability is may not become due or payable until after Closing. For any Straddle Period of Company or any of its Subsidiaries, Buyer shall (and Peabody shall cause Buyer to) timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filedfiled and shall pay all Taxes due with respect to such Tax Returns; provided, that no such Tax Return shall be filed without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of this Section 7.2(b), in the case of sales, use Buyer and other similar Taxes that are payable Seller agree to cause each Company to file all Tax Returns for a any Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending extent permissible under applicable Law, on the Closing Date shall be deemed equal to the amount basis that would be payable if the relevant taxable period ended on and included as of the Closing Date, unless the relevant Taxing Authority will not accept a Tax Return filed on that basis. If Peabody, Buyer and Seller cannot agree on a position taken in respect of a Straddle Period Tax Return within 30 days of the Buyer providing a copy of the relevant Tax Return to the Seller, or within such further time as may be agreed between them, then Buyer may refer the matter to an Expert to request that the Expert make a decision on the disagreement as soon as practicable after receiving any submission from the Buyer and Seller. The decision of Expert is to be conclusive and binding on the parties in the absence of manifest error. The Expert is appointed as an expert and not arbitrator. The procedures for determination are to be decided by the Expert in its absolute discretion. Unless the Expert makes a determination regarding costs, the Buyer and Seller each agree to pay one half of the Expert's costs and expenses in connection with the reference.

Straddle Period Taxes. Buyer (a) Taxes relating to a Straddle Period shall prepare be allocated to the Pre-Closing Tax Period or cause Post-Closing Tax Period for purposes of determining the portion of such Taxes that are Pre-Closing Taxes as follows: Taxes allocable to be prepared and file or cause to be filed any Tax Returns other than any Tax Return the portion of the Straddle Period that ends on the Closing Date shall: (i) in the case of Taxes that are based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (receipts, or imposed on a “Straddle Period”). Such Tax Returns shall transactional basis, be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount deemed equal to the portion amount of Tax that would be payable if the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending year or period ended on the Closing Date promptly upon receiving notice from Buyer that Date; and (ii) in the Sellers are liable under this Section 7.2(b) for case of other Taxes, determined by allocating such Taxes but in no event later than five (5) Business Days before between the Pre-Closing Tax Return reflecting such liability is required to be filedPeriod and Post- Closing Tax Period on a per diem basis. For purposes of this Section 7.2(b)clause (i) of the preceding sentence, in any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to and the amount that would be payable if the relevant taxable period ended on and included beginning after the Closing Date. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date. and to the extent reasonably requested by the other, in the preparation of any Tax returns with respect to any Straddle Period and in the conduct of any audit or other proceeding related to Taxes with respect to any Straddle Period involving or relating to the Company (which cooperation will include the retention and, upon request, the provision to the requesting party of records and information which are reasonably relevant to the preparation of such Tax return or to the conduct of such audit or other proceeding). The Buyer will promptly provide the Seller with written notification (an “Audit Notice”) of any notice of any Tax audits or other assessments against the Company involving any Pre-Closing Tax Periods.

Straddle Period Taxes. Buyer shall prepare In the case of any real or cause to be prepared and file personal property Taxes, ad valorem Taxes, or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts with respect similar Taxes attributable to the Purchased Assets for taxable periods which begin Taxes are reported on a Tax Return covering a period commencing before the Closing Date and end ending after the Closing Date (a “Straddle PeriodPeriod Tax”). Such Tax Returns , any such Straddle Period Taxes shall be prepared or caused prorated between Buyer and the Company on a per diem basis. The party required by Applicable Law to be prepared by Buyer. Buyer pay any such Straddle Period Tax shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare file the Tax Returns. The costs Return related to having such Straddle Period Tax within the accounting firm prepare time period prescribed by Applicable Law and shall timely pay such Straddle Period Tax, but the Tax Returns other party shall be borne equally by reimburse the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion paying party for such other party’s share of such Straddle Period ending on Taxes as provided herein. Straddle Period Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by Applicable Law. Upon payment of any such Straddle Period Taxes, the Closing Date promptly upon receiving notice from Buyer that paying party shall present a statement to the Sellers are liable non-paying party setting forth the amount of reimbursement to which the paying party is entitled under this Section 7.2(b) for 11.3, together with such Taxes supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than five ten (510) Business Days before days after the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion presentation of such Tax that relates to statement. Any payment not made within such time shall bear interest at the portion of such taxable period ending London Inter Bank Offer Rate for six (6) month deposits in U.S. dollars as quoted on Telerate page 3750 on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Datefor each day until paid.

Straddle Period Taxes. Buyer i. Parent shall prepare pay, or cause to be prepared and file paid, all income, alternative or cause to be filed any Tax Returns add-on minimum tax, gross income, gross receipts, franchise, profits, or other similar tax, assessment or charge other than U.S. federal income tax or Combined State Tax ("Income Taxes") imposed on Seller or the Controlled Subsidiaries for any Straddle Tax Return based upon or related Period. Upon timely notice from Buyer, MFS shall pay to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required any payment for Income Taxes as described in this Section 15h is due to be filed with the appropriate Governmental a Taxing Authority, including extensionsan amount equal to the excess of (A) the amount of Income Taxes actually payable that relate to the Pre-Closing Tax Period (determined as if the Straddle Tax Period had ended on March 31, 1998) over (B) the amount of estimated Income Taxes paid prior to March 31, 1998 or otherwise accrued and recorded on the Closing Balance Sheet with respect to Taxing Authorities for which there is a Straddle Tax Period. In the event that the Sellers and Buyer cannot reach agreement with respect amount determined under clause (B) of the preceding sentence exceeds the amount determined under clause (A) of such sentence, Parent shall pay the amount of such excess to MFS on the date on which the applicable Return for such Straddle Tax Period is filed. To the extent there is a refund or credit by a Taxing Authority of any items shown on Income Taxes attributable to Income Taxes of a Straddle Tax Period, such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns refund or credit shall be borne equally by for the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion account of the party that bears responsibility for such Income Taxes shown on a Tax Return approved by pursuant to this Section 15h. Within 15 days of receipt, each party shall cause any refund or credit to which the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable other party is entitled under this Section 7.2(b) for 15h, but which is received or credited to such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion party or any of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included party's Affiliates, at any time after the Closing Date, to be paid to the other party in immediately available funds (or, if the amount of the credit or refund is applied against any other liability of the party, within 15 days of the date of notice of such application).