Tax Returns; Liability for Taxes; Other Tax Matters. (a) Prior to the Closing Date, the Company shall prepare or cause to be prepared all U.S. federal and state income tax returns of each Group Company for the taxable period ending on December 31, 2017 (“2017 Income Tax Returns”) in accordance with the past practices of the applicable Group Company unless otherwise required by applicable Law. The Company shall deliver such 2017 Income Tax Return to Acquiror for review and approval (not to be unreasonably withheld, conditioned or delayed) at least fifteen (15) days prior to filing such 2017 Income Tax Return. The Company shall file or cause to be timely filed all 2017 Income Tax Returns and shall timely pay, or cause to be paid, the Taxes shown as due on such 2017 Income Tax Returns.
Tax Returns; Liability for Taxes; Other Tax Matters. (a) Pre-Closing Tax Returns. Sellers will cause to be prepared each Tax Return of Pipelogic for a Pre-Closing Tax Period that is required to be filed by Pipelogic after the Closing Date (each, a “Pre-Closing Tax Return”). Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Legal Requirements. At least thirty (30) days (or such shorter period as required to timely file such Tax Returns) prior to the due date for filing such Pre-Closing Tax Return, Sellers will deliver a copy of such Pre-Closing Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Sellers will revise such Pre-Closing Tax Return to reflect any reasonable comments received from Buyer and, not later than five (5) days prior to the due date for filing such Pre-Closing Tax Return, will provide such revised Pre-Closing Tax Return to Buyer (executed, as may be required, by any present or former authorized owners or officers of Pipelogic) for filing by Buyer with the appropriate Governmental Authority. Not later than five (5) days prior to the due date for payment of Taxes with respect to such Pre-Closing Tax Return, Sellers will pay to (or at the direction of) Buyer the amount of any Seller Taxes with respect to such Pre-Closing Tax Return. 37
Tax Returns; Liability for Taxes; Other Tax Matters. (a) The Equityholders, and at their cost and expense, shall prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Income Tax Returns of the Company relating solely to tax periods ending on or prior to the Closing Date which are due after the Closing Date. The Equityholders shall, at least 30 days prior to filing any such Income Tax Return (after giving effect to any valid extensions of time in which to make such filings) provide a copy of such Income Tax Return to the Purchaser (together with any supporting schedules, working papers and other relevant information reasonably requested by the Purchaser) for Purchaser’s review and comment. The Equityholders shall consider in good faith any reasonable comments provided by the Purchaser within 15 days of delivery of such Tax Return.
Tax Returns; Liability for Taxes; Other Tax Matters. (a) Purchaser shall prepare or cause to be prepared, at the expense of the Shareholders (which shall be paid out of the Escrow Funds), any Tax Return that is required to be filed by or on behalf of the Company after the Closing Date with respect to any Pre-Closing Tax Period or any Straddle Period, and shall deliver a copy of such Tax Return to Agent at least thirty (30) days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings) for Agent’s review. Purchaser shall consider in good faith any reasonable comments made by the Agent at least fifteen (15) days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings). Purchaser shall file or cause to be filed such Tax Return with the appropriate Governmental Body and will provide a copy of such filed Tax Return to Agent; provided that the Shareholders shall pay to the Purchaser any Pre-Closing Taxes payable with respect to such Tax Return at least three days prior to the due date for filing such Tax Return.
Tax Returns; Liability for Taxes; Other Tax Matters. 40 9.5 Books and Records; Financial Statements 43 9.6 Publicity 45 9.7 Cooperation 45
Tax Returns; Liability for Taxes; Other Tax Matters. (a) Tax Returns; Payment of Taxes.
Tax Returns; Liability for Taxes; Other Tax Matters. (a) The Member Representative will prepare or cause to be prepared, using the entity's historic return preparer, all Income Tax Returns required to be filed by or on behalf of any Group Company and any Blocker for all taxable periods ending on or prior to the Closing Date that are due after the Closing Date ("Pre-Closing Income Tax Return") in a manner consistent with the past practice of the Group Company or Blocker, except as otherwise required by applicable Law. To the extent permitted by applicable Law, all Income Tax deductions and other Income Tax attributes related to the payment or accrual of transaction and bonus arrangements, including bonus payments of the Company and all other expenses of a Group Company or Blocker paid or accrued for Tax purposes on or before the Closing Date by or on behalf of a Group Company or Blocker related to the consummation of the transactions contemplated hereby, including Company Transaction Expenses, will be attributable to the Pre-Closing Tax Period and will be claimed as current deductions on the applicable Tax Returns of a Group Company for the Pre-Closing Tax Period. The Member Representative will deliver to Acquiror for its review and comment each such Pre-Closing Income Tax Return no later than forty-five (45) days before the due date for filing such Pre-Closing Income Tax Returns (after giving effect to extensions). Acquiror will provide any written comments to the Member Representative not later than ten (10) days after receiving any such Pre-Closing Income Tax Return which the Member Representative shall reasonably consider and, if Acquiror does not provide any written comments within ten (10) days after receiving such Tax Return, Acquiror will be deemed to have accepted such Pre-Closing Income Tax Return. Each Blocker Equity Holder and each Member, as applicable shall timely pay, or cause to be paid, the Pre-Closing Taxes shown as due on such Pre-Closing Income Tax Return.
Tax Returns; Liability for Taxes; Other Tax Matters. (a) At the sole expense of the Unitholders, the Agent shall cause to be prepared and filed all Pass-Through Tax Returns required to be filed by the Company and its Subsidiaries for taxable periods ending on or prior to the Closing Date, including IRS Form 1065 (and corresponding state Tax Returns) for the taxable year of the Company ending on the Closing Date (collectively, the “Seller Returns”). Each such Seller Return shall be prepared in a manner consistent with the Company’s past practice, except as otherwise contemplated by this Agreement or required by Law. Each Seller Return required to be filed by the Company after the Closing Date shall be submitted to the Purchaser for its review and comment at least thirty (30) days prior to the due date of such Seller Return (taking into account any valid extensions of time to file), or otherwise as soon as reasonably practicable, and the Agent shall consider any reasonable comments of the Purchaser in good faith. The Purchaser will cause duly authorized officers of the Company (or any successor thereof) to timely execute any Seller Returns prepared by the Agent and timely delivered to the Purchaser in accordance with this Section 4.1(a) if necessary. The parties hereto acknowledge that any Seller Returns shall elect the safe harbor with respect to any applicable success-based fees in accordance with Internal Revenue Service Rev. Proc. 2011-29, 2011-18 I.R.B. 746.
Tax Returns; Liability for Taxes; Other Tax Matters. (a) Buyer shall prepare and file all Tax Returns required to be filed by or with respect to the Company and each Company Subsidiary that are required to be filed after the Closing Date.
Tax Returns; Liability for Taxes; Other Tax Matters. (a) Purchaser shall prepare or cause to be prepared, at the expense of the Shareholders (which shall be paid out of the Escrow Funds), any Tax Return that is required to be filed by or on behalf of the Company after the Closing Date with respect to any Pre-Closing Tax Period or any Straddle Period, and shall deliver a copy of such Tax Return to Agent at least thirty (30) days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings) for Agent’s review. Purchaser shall consider in good faith any reasonable comments made by the Agent at least fifteen (15) days prior to the due date for filing any such Tax Return (after giving effect to any valid extensions of time in which to make such filings). Purchaser shall file or cause to be filed such Tax Return with the appropriate Governmental Body and will provide a copy of such filed Tax Return to Agent; provided that the Shareholders shall pay to the Purchaser any Pre-Closing Taxes payable with respect to such Tax Return at least three days prior to the due date for filing such Tax Return. (b) The Company, the Purchaser, the Shareholders and the Agent shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives to reasonably cooperate, in preparing and filing all Tax Returns (including any Tax Returns required to be filed with respect to the Section 338(h)(10) Election), and in resolving all disputes and audits with respect to all taxable periods relating to Taxes of the Company, including by maintaining and making available to each other all records necessary in connection with Taxes and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. (c) The Shareholders shall pay, when due, all Taxes, conveyance fees, recording charges and other charges (including any penalties and interest) arising out of or related in any way whatsoever to the sale of the Capital Stock under this Agreement including, but not limited to, all transfer, sales and transaction Taxes however designated. The Shareholders will, at their own expense, file all necessary Tax 31 Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, Purchaser will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documenta...
