Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Arch Capital Group Ltd.)
Tax Returns. (a) In accordance with past practice Except as would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, (except as otherwise required by applicable Law, i) each of the Section 338(h)(10) Election Company and its Subsidiaries has filed or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause caused to be filed when all U.S. federal, state, provincial, local and non-U.S. Tax returns required to have been filed by it and (ii) taken as a whole, each such Tax return is true and correct;
(b) Each of the Company and its Subsidiaries has timely paid or caused to be timely paid all Taxes shown to be due and payable by it on the returns referred to in clause (taking into account a) and all extensions properly obtainedother Taxes or assessments (or made adequate provision (in accordance with GAAP) for the payment of all Tax Returns Taxes due) with respect to all periods or portions thereof ending on or before the date hereof (except Taxes or assessments that are required being contested in good faith by appropriate proceedings and for which the Company and its Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP or with respect to the Debtors only, except to the extent the non-payment thereof is permitted by the Bankruptcy Code), which Taxes, if not paid or adequately provided for, would reasonably be expected to be filed by or material to the Company and its Subsidiaries taken as a whole; and
(c) As of the date hereof, with respect to the Company and its Subsidiaries, other than in connection with the Transferred Chapter 11 Cases and other than Taxes or assessments that are being contested in good faith and are not expected to result in significant negative adjustments that would be material to the Company and its Subsidiaries taken as a whole, (i) for Pre-Closing Taxable Periods (but only there are no claims being asserted in writing with respect to Tax Returns required to be filed by any Taxes, (ii) no presently effective waivers or extensions of statutes of limitation with respect to Taxes have been given or requested and (iii) no Tax returns are being examined by, and no written notification of intention to examine has been received from, the Company IRS or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax ReturnsGovernmental Entity.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 3 contracts
Sources: Backstop Commitment Agreement (Bonanza Creek Energy, Inc.), Backstop Commitment Agreement (Penn Virginia Corp), Backstop Commitment Agreement
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall timely file or cause to be ----------- timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that are relate to any Straddle Period (I) except as otherwise required by law, such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (II) such Tax Returns shall be submitted to Parent not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to be filed by Parent under this Section 8.2(b)(i), except where required by law, such Tax Returns ----------------- shall not be filed by Parent in a manner inconsistent with past practice, and Parent shall not take any position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such position, election or a method which would have the effect of accelerating deductions to periods for which Parent is liable or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with any Tax Returns required Return to be filed -------------- by the other party pursuant to this Section 8.2(b) upon the written request of -------------- the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or with respect Buyer, as the case may be, but in no event earlier than 10 business days prior to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent due date for paying such Taxes.
(ii) None of Buyer or any Affiliate of the Parent Buyer shall (other than the or shall cause or permit any Company to) amend, refile or otherwise modify (or grant an extension of any Transferred Subsidiarystatute of limitation with respect to) and not any Tax Returns required Return relating in whole or in part to be filed separately by the any Company with respect to any taxable year or any Transferred Subsidiary) or (ii) that are due period ending on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to any Straddle Period) without the prior written consent of Parent, which consent may be withheld in the sole discretion of Parent.
(iii) Buyer shall promptly cause each Company or any Transferred Subsidiary that are not to prepare and provide to Parent a package of Tax information materials, including schedules and work papers (the "Tax Package"), reasonably required by Parent to enable Parent to ----------- prepare and file all Tax Returns which Parent is required to file or cause to be prepared and filed by it pursuant to Section 7.01(a8.2(b)(i). The Acquiror Tax Package shall prepare such Tax Returns be completed in accordance ----------------- with the past practice, including past practice of the Company as to providing such information and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) method of computation of separate taxable income or other relevant measure of income of such Company. Buyer shall cause the Tax Returns that are not Income Tax Returns Package to the be delivered to Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) within 45 days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnClosing Date.
Appears in 3 contracts
Sources: Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Corp)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawThe Company shall prepare and timely file, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account prepared and timely filed, all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company it or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) its Subsidiaries that are due on or before the Closing Date (with respect to other Tax Returnstaking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions). Any such Tax Return shall be prepared in each case the a manner consistent with past practice (unless otherwise required by Law). The Company shall provide Parent shall remit or cause to be remitted any Taxes due in respect a copy of such Tax ReturnsReturns for its review within a reasonable period of time prior to the date for filing.
(b) The Acquiror Parent shall file prepare and timely file, or cause to be filed when due prepared and timely filed, all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not of its Subsidiaries after the Closing Date with respect to a Pre-Closing Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a)Period and for any Straddle Period. The Acquiror shall prepare Any such Tax Returns Return shall be prepared in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as unless otherwise required by applicable Law) and, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and if it is an income Tax Return, shall deliver any such Tax Returns that relate be submitted by Parent to Income Taxes Stockholder Representative (“Income Tax Returns”) together with schedules, statements and, to the Parent for its review extent requested by Stockholder Representative, supporting documentation) at least thirty forty- five (3045) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filedincluding extensions) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreementsStockholder Representative objects to any item on any such Tax Return that relates to a Pre-Closing Tax Period, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(ait shall, within ten (10) days after delivery of this Agreement with respect to such Tax Return, notify Parent in writing that it so objects, specifying with particularity any such item and stating the case specific factual or legal basis for any such objection. If a notice of an Income Tax Returnobjection shall be duly delivered, no later than five Parent and Stockholder Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Parent and the Stockholder Representative are unable to reach such agreement within ten (510) Business Days days after receipt by Parent of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for filing such Income Tax Return, the Tax Return shall be filed as prepared by Parent and in other casesthen amended to reflect the Independent Accountant’s resolution. The costs, no later than twenty-five (25) Business Days after receipt by the Parent fees and expenses of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute Independent Accountant shall be submitted to an Expert, selected pursuant to the Expert Selection Process, borne equally by Parent and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) Stockholder Representative. The preparation and filing of this Agreement with respect to the relevant any Tax Return if of the Company that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Acreage Holdings, Inc.), Merger Agreement
Tax Returns. (a) In accordance with past practice (except as otherwise required by Subject to the applicable Lawgoverning documents of the Company Group GP Entities, the Section 338(h)(10Seller Representative shall control the preparation and filing of any Flow-Through Return of the Company Group GP Entities (including, for the avoidance of doubt the TB Funds, as applicable); provided that if any such Flow-Through Return would result in any allocations (directly or indirectly) Election or of income to any member of the final Section 338(h)(10Company Group (other than other Company Group GP Entities), then (i) Allocation Scheduleat least fifteen (15) days prior to the filing deadline (or, with respect to any such Tax Returns (if any) that are due within twenty (20) days of the Closing Date, as soon as reasonably practicable prior to the filing deadline), the Parent Seller Representative shall provide the Buyer with a copy of any such Tax Return, (ii) the Seller Representative shall consider in good faith any reasonable comments provided by the Buyer (and shall not unreasonably deny the implementation of any such comments) and (iii) for any such Tax Return that would result in any allocations (directly or indirectly) of income to the Company for any period or portion thereof after the Closing Date, shall not file any such Tax Return without the written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed). Except with respect to Flow-Through Returns which are solely governed by the preceding sentence, the Seller Representative shall prepare and timely file (taking into account extensions), or cause to be filed when due (taking into account all extensions properly obtained) prepared and timely filed, all Tax Returns of the members of the Company Group (A) that are required to be filed by or with respect prior to the Company and the Transferred Subsidiaries Closing Date, or (iB) for Pre-Closing Taxable Periods (but only with respect to that are income Tax Returns required for a Tax period that begins prior to and ends on or prior to the Closing Date (including, for the avoidance of doubt, the final IRS Form 1065 of the Company), and shall promptly pay (or cause to be filed by or with respect paid) all Taxes that are reflected on such Tax Returns to the Company extent such Taxes were not accrued as Indebtedness or any Transferred Subsidiary on as a combined, consolidated, unitary liability in Final Net Working Capital or similar basis with the Parent or any Affiliate as Transaction Expenses. The Buyer shall prepare and timely file all other Tax Returns of the Parent members of the Company Group (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by of the Company or any Transferred Subsidiary) or (iiGroup GP Entities that are not Flow-Through Returns) that are due on or before the Closing Date (with respect relate to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by Tax Period or Straddle Period in a manner consistent with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (practice, except as otherwise required by applicable Applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes . At least fifteen (“Income Tax Returns”) to the Parent for its review at least thirty (3015) days prior to the filing deadline (or, with respect to any such Tax Returns (if any) that are due date within twenty (taking into account all extensions properly obtained20) for filing. The Acquiror days of the Closing Date, as soon as reasonably practicable prior to the filing deadline), the Buyer (i) shall deliver provide the Seller Representative with a final copy of any such Tax Return and (as filedii) shall reflect any reasonable comments made by the Seller Representative with respect to the preparation of such Tax Returns Return. The Sellers shall be responsible for (1) all Taxes that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items shown as due on any such Tax Return no later than twenty filed by the Buyer relating to any Pre-Closing Tax Period and (202) days after Acquiror shall have delivered for the pre-Closing portion of any Taxes that are shown as due on any such Tax ReturnReturn for a Straddle Period (as determined in accordance with Section 10.3). If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no No later than five (5) Business Days after prior to the due date for filing of any such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent Seller Representative shall pay to Acquiror (pursuant the Buyer, on behalf of the Sellers, the amount of Taxes that are the Sellers’ responsibility with respect to such Tax Return under the prior sentence, to the same schedule extent such Taxes were not accrued as set forth Indebtedness or as a liability in Final Net Working Capital or as Transaction Expenses. For the previous sentence) the amount for which Parent is liable under Section 7.03(a) avoidance of this Agreement doubt, any cost incurred with respect to the relevant preparation or filing of any Tax Returns pursuant to the second sentence of this Section 10.2(a) shall be paid by the Sellers. For purpose of this Section 10.2(a) and Section 10.2(b), “Flow-Through Return” means a Tax Return if Parent’s position with respect of a Company Group GP Entity (including, for the avoidance of doubt a TB Fund, as applicable) that allocates or reports income to the disputed item were adopted on such Tax Return. If direct or indirect beneficial owner(s) of the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position Company Group GP Entity under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 3 contracts
Sources: Sale and Purchase Agreement (P10, Inc.), Sale and Purchase Agreement (P10, Inc.), Sale and Purchase Agreement (P10, Inc.)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred each of its Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to has accurately prepared and duly and timely filed all Tax Returns required to be filed (subject to any extensions applicable to any such filing) except where the failure to do so would not have, individually or in the aggregate, a Material Adverse Effect, and all such Tax Returns are true and complete, except for such inaccuracies which would not have a Material Adverse Effect, (ii) has paid all Taxes shown to be due and payable on such Tax Returns or which have become due and payable pursuant to any assessment, deficiency notice, 30-day letter, or other notice received by it (except to the extent being contested in good faith), and (iii) has properly accrued on its books and records all Taxes for such periods subsequent to the periods covered by the Tax Returns, except for any Taxes which would not have, individually or in the aggregate, a Material Adverse Effect. The Tax Returns of Parent and each of its Subsidiaries have not been examined by the appropriate taxing authority. Neither Parent nor any of its Subsidiaries has executed or filed with respect the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any income or other Taxes. Neither Parent nor any of its Subsidiaries is a party to any pending action or proceeding by any governmental authority for assessment or collection of Taxes, and to the Knowledge of Parent, no claim for assessment or collection of Taxes has been asserted against it. There are no liens for Taxes upon the assets of Parent or any of its Subsidiaries except liens for Taxes not yet due. True, correct and complete copies of all Tax Returns filed by Parent and each of its Subsidiaries and all communications relating thereto have been delivered to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with made available to the Parent or any Affiliate representatives of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Company. All Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file withhold or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company collect, including without limitation, sales and the Transferred Subsidiaries (except as otherwise required by applicable Lawuse taxes, the Section 338(h)(10) Election have been duly withheld or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) collected and, to the Parent for its review at least thirty (30) days prior extent required, have been paid over to the due date (taking into account all extensions properly obtained) proper governmental authorities or are held in separate bank accounts for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are purposes, except where the failure to do so would not Income Tax Returns to the Parent for its reviewhave, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements individually or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Returnaggregate, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returna Material Adverse Effect.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Showscan Entertainment Inc), Agreement and Plan of Reorganization (Iwerks Entertainment Inc), Merger Agreement (Showscan Entertainment Inc)
Tax Returns. Except as set forth on Schedule 6.16.1, (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to material Tax Returns required to be filed by or on behalf of the Acquiror Companies have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all material Taxes of each Acquiror Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Acquiror Balance Sheet; (c) no waivers of statutes of limitation have been given or requested with respect to the any Acquiror Company or in connection with any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the covering such Acquiror Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the any Taxes payable by it; (d) no Governmental Authority in a jurisdiction where an Acquiror Company or any Transferred Subsidiary that are does not file Tax Returns which Parent has made a claim, assertion or threat to such Acquiror Company that such Acquiror Company is or may be subject to taxation by such jurisdiction; (e) each Acquiror Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Authority all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on any Acquiror Company's property or assets other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to any Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of an Acquiror Company made by a Governmental Authority in any examination that such Acquiror Company is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) report to the Parent for its review at least thirty (30) days prior to the appropriate state, local or foreign taxing authorities has been reported, and any additional Taxes due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely thereto have been paid, all Taxes payable with respect to each such Tax Return.
Appears in 3 contracts
Sources: Share Exchange Agreement (Purple Mountain Holding Ltd.), Share Exchange Agreement (Trident Rowan Group Inc), Share Exchange Agreement (Trident Rowan Group Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawThe Shareholder has the exclusive authority and obligation to prepare, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary execute on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice behalf of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be prepared and timely filed, each all Tax Return described Returns of the Company and the Subsidiaries that are due with respect to any taxable year or other taxable period ending prior to or ending on and including the Closing Date. Such authority shall include, but not be limited to, the determination of the manner in this which any items of income, gain, deduction, Loss or credit arising out of the income, properties and operations of the Company and the Subsidiaries shall be reported or disclosed in such Tax Returns; PROVIDED, HOWEVER, that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices with respect to such items and in a manner consistent with all applicable IRS regulations.
(b) Except as provided in Section 7.01(b) 10.1(a), the Purchaser shall have the exclusive authority and shall obligation to prepare, execute on behalf of the Company and the Subsidiaries and timely payfile, or cause to be prepared and timely paidfiled, all Taxes payable Tax Returns of the Company and the Subsidiaries that are due with respect to each any taxable year or other taxable period ending after the Closing Date; PROVIDED, HOWEVER, with respect to Tax Returns to be filed by the Purchaser pursuant to this Section 10.1 for taxable periods beginning before the Closing Date and ending after the Closing Date, items set forth on such Tax ReturnReturns shall be treated in a manner consistent with the past practices with respect to such items. Such authority shall include, but not be limited to, the determination of the manner in which any items of income, gain, deduction, Loss or credit arising out of the income, properties and operations of the Company shall be reported or disclosed on such Tax Returns.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Allete Inc), Stock Purchase Agreement (Allete Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, Seller shall be responsible for the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due timely filing (taking into account all any extensions properly obtainedreceived from the relevant Taxing Authorities) of all Tax Returns that are required by Law to be filed by by, or with respect to to, the Company and the Transferred Subsidiaries Companies (i) for Pre-Closing that relate to a Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) period that are due ends on or before the Closing Date or (ii) on a consolidated or combined basis with respect the Seller or any of its Affiliates (other than the Companies). Such Tax Returns shall be true, correct and complete in all material respects and accurately set forth all items to other Tax Returns), and in each case the Parent shall remit or cause extent required to be remitted any Taxes due reflected or included in respect of such Tax ReturnsReturns by applicable Laws and all Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Such Tax Returns (except for Tax Returns described in Section 7.05(a)(ii)) shall be prepared on a basis consistent with those prepared for prior Taxable periods unless Seller determines in good faith that it is required under Law to report otherwise.
(b) The Acquiror Purchaser shall file or cause be responsible for the timely filing (taking into account any extensions received from the relevant Taxing Authorities) of all Tax Returns required by Law to be filed when due all by, or with respect to, the Companies after the Closing Date with respect to any Taxable Period that is a Straddle Period (except for Tax Returns described in Section 7.05(a)(ii)), it being understood that all Taxes indicated as due and payable on such Tax Returns shall be the responsibility of Purchaser, except for Pre-Closing Taxable Periods such Taxes that are the responsibility of Seller pursuant to Section 7.04, which shall be promptly paid by Seller to Purchaser or, at Purchaser’s request, to the applicable Taxing Authority. Such Tax Returns shall be prepared by Purchaser on a basis consistent with those prepared for prior Taxable periods unless Purchaser determines in good faith that it is required under Law to report otherwise.
(i) Seller shall be entitled to review and comment on any Tax Return for the Companies described in Section 7.05(b) (other than Tax Returns that are filed on a monthly basis, or more often) before it is filed by Purchaser. Purchaser shall submit a draft of any such Tax Return to Seller at least 60 days before the date such Tax Return is required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date relevant Taxing Authority (taking into account all any extensions properly obtained) for filingreceived from the relevant Taxing Authority). The Acquiror Seller shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) have 10 days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate date of receipt thereof to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay submit to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement Purchaser in writing Seller’s comments with respect to such Tax Return. Purchaser shall notify Seller within 10 days after receipt of such comments of (a) the extent, if any, to which Purchaser accepts such comments and will file such Tax Return in accordance therewith and (b) the case extent, if any, to which Purchaser rejects such comments.
(ii) To the extent Purchaser rejects comments of Seller, Purchaser and Seller shall, within 10 days, appoint an Income independent public accounting firm of nationally recognized standing that does not then audit the books of Purchaser, Seller or any relevant Subsidiary to determine the correct manner for reporting the items that are in dispute. Seller and Purchaser agree promptly to provide to such accounting firm all relevant information, and such accounting firm shall have 30 days to submit its determination. The determination of such accounting firm shall be binding upon the parties and Purchaser shall file such Tax ReturnReturn in accordance therewith. In the event the accounting firm concludes that either party was correct as to sixty-five percent or more (by dollar amount) of the disputed items, no later than five then the other party shall pay the accounting firm fees, costs and expenses. In the event the accounting firm fails to make such conclusion, then each party shall pay one-half the accounting firm’s fees, costs and expenses.
(5c) Business Days Purchaser shall be entitled to review and comment on any Tax Return for the Companies described in Section 7.05(a)(i) that are filed after the due Closing Date before it is filed by Seller. Seller shall submit a draft of any such Tax Return to Purchaser at least 40 days before the date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of Return is required to be filed with the relevant Tax ReturnTaxing Authority (taking into account any extensions received from the relevant Taxing Authority). If, however, Purchaser shall have 10 days after the parties are unable date of receipt thereof to resolve all such disagreements, any unresolved dispute shall be submitted submit to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth Seller in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement writing Purchaser’s comments with respect to the relevant such Tax Return if Parent’s position and to specify with respect to which such comments (the disputed item “Opinion Comments”), if rejected by Seller, Seller shall be required to provide Purchaser with an Opinion (as defined below). Seller shall (i) consider in good faith Purchaser’s comments, (ii) notify Purchaser within 20 days after receipt of such comments of (a) the extent, if any, to which Seller accepts such comments and (b) the extent, if any, to which Seller rejects such comments, (iii) provide Purchaser with an opinion letter of a nationally recognized law or accounting firm selected by Seller that the signer or preparer of the applicable Tax Return should not be subject to penalties as a result of not including the Opinion Comments that were adopted rejected by Seller in such Tax Return (the “Opinion”), and (iv) and will file such Tax Return in accordance therewith. The costs of the Opinion shall be borne by Purchaser.
(d) Purchaser shall be responsible for the filing of all Tax Returns required by Law to be filed by, or with respect to, the Companies after the Closing Date with respect to Taxable periods starting after the Closing, it being understood that all Taxes indicated as due and payable on such Tax Return. If Returns shall be the Expert subsequently determines responsibility of Purchaser, except for such Taxes that are the Acquiror’s position “is more likely than not responsibility of Seller pursuant to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return7.04.
Appears in 2 contracts
Sources: Acquisition Agreement (Symantec Corp), Acquisition Agreement (Verisign Inc/Ca)
Tax Returns. (a) In accordance with past practice this clause 12.7 and clause 12.8, Tax return means any Tax return and also anything which operates as an Assessment (except or as otherwise required by applicable Lawthe basis for an Assessment) of the Tax concerned, such as a request for a Tax opinion from the Section 338(h)(10) Election Internal Revenue Commission, an election, a Tax return, an amended Tax return or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries a request for an amended Assessment of Tax. This clause applies only:
(i) for Pre-Closing Taxable Periods (but only with respect to a Tax Returns required to be filed by or with respect to return of the Company which relates in part to a period commencing on or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with after 1 July 2016 up to and including the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or Economic Transfer Date; and
(ii) to a Tax return of the Company for any period, to the extent that are due on the Tax return may relate to an amount of Tax which could be claimed from the Seller or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax ReturnsNewcrest under this document.
(b) The Acquiror shall file Buyer must ensure that any such Tax return which is prepared or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed lodged by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns after Completion and which Parent covers both pre and post Economic Transfer Date periods:
(i) is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns prepared with due care, skill and diligence;
(ii) is prepared in accordance a manner consistent with the past practice practice, methodology, position taken, treatment, calculation of Tax, elections and choices for Tax returns of the Company before the Economic Transfer Date;
(iii) is prepared in full and timely consultation with the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) Seller to the Parent extent of pre-Economic Transfer Date transactions;
(iv) a summary of the tax return treatment of pre-Economic Transfer Date transactions is delivered to the Seller for its review review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least thirty (30) days Business Days prior to the due date for filing thereof;
(taking into account all extensions properly obtainedv) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are is revised to reflect any comments received from the Seller not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after before the due date for filing such Income Tax Return, thereof;
(vi) is prepared and lodged with the fully informed prior written approval of the Seller in relation to pre Economic Transfer Date transactions; and
(vii) is prepared and lodged on time and in other cases, no later than twenty-five accordance with applicable law (25) Business Days after receipt except to the extent that any delay was caused by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnSeller).
Appears in 2 contracts
Sources: Share Purchase Agreement (Harmony Gold Mining Co LTD), Share Purchase Agreement
Tax Returns. (ai) In accordance The Seller shall (A) prepare or cause to be prepared, in a manner consistent with past practice (except as otherwise required by applicable Law, Law or except as would not reasonably be expected to have a significant adverse effect on the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation ScheduleCompany following Closing), the Parent and shall timely file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and after the Transferred Subsidiaries (i) Closing Date for any Pre-Closing Taxable Periods Period (but only with respect to including income Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on for periods for which a combined, consolidated, unitary or similar basis with the Parent or any Affiliate combined income Tax Return of the Parent (other than Seller will include the operations of the Company or solely for any Transferred SubsidiaryPre-Closing Period) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary(B) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes shown to be due in respect of such Tax Returns.
(bii) The Acquiror Buyer and the Company shall (A) prepare or cause to be prepared, in a manner consistent with past practice (except as required by applicable Law or except as would not reasonably be expected to have a significant adverse effect on the Company), and shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or after the Closing Date for any Transferred Subsidiary that are not Straddle Period (other than income Tax Returns for periods for which Parent is required to file a consolidated, unitary or combined income Tax Return of the Seller will include the operations of the Company solely for any Pre-Closing Period), and (B) remit or cause to be filed pursuant remitted any Taxes shown to Section 7.01(a)be due in respect of such Tax Returns. The Acquiror Buyer shall prepare such Tax Returns in accordance furnish Seller with the past practice a completed copy of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) or, to the Parent extent such Tax Return is filed on a combined, unified, or consolidated basis, a pro forma Tax Return of the Company), for its Seller’s review at least thirty and comment, not later than ten (3010) days prior to Business Days before the due date for filing such Tax Return (taking into account all extensions properly obtained) for filing. The Acquiror ), including a detailed computation of the amount owed by the Seller, and the Buyer and the Company shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any make all changes reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, by the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than Seller at least five (5) Business Days after the prior to such filing due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Returndate. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent The Seller shall pay to Acquiror (the Buyer all Taxes for which the Seller is liable pursuant to the same schedule as set forth in the previous sentenceSection 7.7(a)(i) the amount for hereof but which Parent is liable under Section 7.03(a) of this Agreement are payable with respect to the relevant any Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in filed by the Buyer pursuant to this Section 7.01(b7.7(c) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnpromptly upon the written request of the Buyer.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Algonquin Power & Utilities Corp.), Stock Purchase Agreement (Algonquin Power & Utilities Corp.)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Aon shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns required to be filed with respect to the Company and the Subsidiaries for taxable years or periods ending on or prior to the Closing Date, and Aon shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)Subsidiaries, and in each case the Parent Buyer shall remit remit, or cause to be remitted remitted, any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause . With respect to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect Buyer pursuant to the Company or preceding sentence that relate to any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare Straddle Period (I) such Tax Returns shall be filed in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Lawno position shall be taken, the Section 338(h)(10) Election election made or the final Section 338 Allocation Schedule) and shall deliver any method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns that relate (including any such position, election or method which would have the effect of accelerating income to Income Taxes periods for which Aon is liable or deferring deductions to periods for which Buyer is liable) and (“Income II) such Tax Returns”) Returns shall be submitted to the Parent for its review at least thirty (30) Aon not later than 30 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns that (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Aon, which approval may not be unreasonably withheld. Aon or Buyer shall pay the other party for the Taxes for which Aon or Buyer, respectively, is liable pursuant to Section 8.1(a) but which are not Income Tax Returns to the Parent for its review, accompanied by payable with any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20to be filed by the other party pursuant to this Section 8.1(b) days after Acquiror shall have delivered such Tax Return. If upon the parties resolve all disagreements or have no disagreementswritten request of the party entitled to payment, Parent shall pay to setting forth in detail the Acquiror computation of the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Returnowed by Aon or Buyer, in as the case of an Income Tax Returnmay be, but in no later event earlier than five (5) Business Days after 10 business days prior to the due date for filing paying such Income Tax ReturnTaxes, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant without regard to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as aggregate indemnification limitations set forth in Sections 11.1(a) and 11.2(a).
(ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the previous sentenceCompany or any Subsidiary to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the amount for which Parent is liable under Section 7.03(a) of this Agreement Company or any Subsidiary with respect to any taxable year or period ending on or before the relevant Tax Return if Parent’s position Closing Date (or with respect to any Straddle Period) without the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than prior written consent of Aon, which consent may not to be” the correct position under applicable Law, the Parent be unreasonably withheld.
(iii) Buyer shall promptly pay cause the Company and each Subsidiary to prepare and provide to Aon a package of Tax information materials, including schedules and work papers (the “Tax Package”), required by Aon to enable Aon to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.1(b)(i). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the Acquiror an amount method of cash equal to computation of separate taxable income or other relevant measure of income of the disputed amount resolved in Company and the Acquiror’s favorSubsidiaries. The Acquiror Buyer shall timely file, or cause the Tax Package to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause delivered to be timely paid, all Taxes payable with respect to each such Tax ReturnAon within 75 days after the Closing Date.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Aon Corp), Stock Purchase Agreement (Ace LTD)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election Parent and each Seller shall prepare or the final Section 338(h)(10) Allocation Schedule), the Parent shall cause to be prepared and timely file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or filed, with respect to all taxable periods, (i) all Combined Returns (as defined below) and (ii) all Parent Separate Returns (as defined below); and Purchaser shall prepare or cause to be prepared and timely file or cause to be filed, with respect to Pre-Closing Tax Periods, all Purchased Company Separate Returns (as defined below) that have not been filed on or before the Closing Date. All such Combined Returns (to the extent relating to the Purchased Companies, their Subsidiaries or the Business) and Purchased Company Separate Returns shall be prepared, to the extent permitted by Law, in a manner consistent with prior practice of the applicable Purchased Company, and copies thereof (or, in the Transferred Subsidiaries case of such Combined Returns, copies of the relevant portions thereof) shall be submitted to the other party at least 30 days prior to the applicable due date (i) for review and approval, such approval not to be unreasonably withheld, if the other party bears liability for Taxes pursuant to Section 9.1 with respect to such Tax Returns; and (ii) for review and comment, with the preparing party considering in good faith any reasonable comments thereto, in each other case. Sellers shall pay or cause to be paid when due and payable all Taxes attributable to Pre-Closing Taxable Tax Periods (but only with respect to all such Tax Returns required to the extent such Taxes are not accrued as a Liability in the Closing Working Capital as finally determined pursuant to Section 2.6.
(b) Sellers, the Purchased Companies and Purchaser shall, at their own cost and expense, reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes.
(c) Any refunds or credits of Taxes attributable to Pre-Closing Tax Periods of the Purchased Companies or their Subsidiaries, plus any interest received with respect thereto from the applicable Tax Authority (including refunds or credits arising by reason of amended Tax Returns filed after the Closing Date) shall be for the account of Sellers to the extent such Taxes were paid by Sellers or any Affiliate of Sellers (including the Purchased Companies and their Subsidiaries prior to the Closing Date) and shall be paid, net of any Tax cost to Purchaser and its Affiliates, by Purchaser to Sellers within ten (10) Business Days after Purchaser or any of its Affiliates receives such refund or after the relevant Tax Return is filed in which the credit is actually recognized by Purchaser or any of its Affiliates, except to the extent any such refund is reflected as a current asset in the Closing Working Capital as finally determined pursuant to Section 2.6. At Sellers’ expense, Purchaser shall, if reasonably requested by Sellers, file for, or cause to be filed by for, and use its reasonable best efforts to obtain and expedite the receipt of, any refund to which Sellers are entitled to under this Section 9.3(c).
(d) Within thirty (30) days of the close of a Tax year of Purchaser in which any current or former officer or employee (or any dependent or beneficiary thereof) of any Purchased Company or Subsidiary thereof (i) is required to include in income any amount as a result of the lapse of any restriction with respect to shares of Tyco International Ltd. stock issued pursuant to a Business Benefit Plan, (ii) receives any amount under a Seller Deferred Compensation Plan, or (iii) exercises any option to purchase stock of Tyco International Ltd. pursuant to a Business Benefit Plan, Purchaser shall pay to the Company applicable Seller (as directed by Parent) an amount (net of any Tax cost to Purchaser or any Transferred Subsidiary of its Affiliates) equal to the product of (x) the gross amount of the deduction allowed or allowable to Purchaser or any of its Affiliates in computing its liability for Taxes (without regard to whether such deduction in fact reduces such liability) attributable to or resulting from the lapse of such restriction, the payment of such amount, or the exercise of such option and (y) thirty-eight percent (38%); provided, however, that this Section 9.3(d) shall apply only to lapses of restrictions, amounts received, or options exercised of this Section 9.3(d) on or before December 31, 2011. If a combinedTax Authority disallows or threatens to disallow a deduction described in this Section 9.3(d), consolidatedthe provisions of Section 9.2 shall apply to such claim and Parent shall be treated as the Tax Indemnifying Party. If all or a portion of the disallowance is upheld pursuant to a final settlement with the Tax Authority or by an administrative or judicial decision from which no appeal can be taken or the time for taking any such appeal has expired, unitary Parent or similar basis the applicable Seller shall pay to Purchaser an amount equal to (i) the amount paid by Purchaser to the applicable Seller with respect to such deduction pursuant to this Section 9.3(d) (plus any interest or penalties paid by Purchaser with respect to such disallowance) less (ii) the product of (a) the amount of the deduction allowed, if any, and (b) thirty-eight percent (38%).
(e) Prior to Closing, Sellers shall have made available to Purchaser, at Purchaser’s expense, (i) all material federal, state, local, and foreign Tax Returns of or including the Purchased Companies (and any predecessor of a Purchased Company) and their Subsidiaries (or in the case of any Combined Return, the relevant portions thereof) for tax years 2004 through 2006 reasonably requested by Purchaser and within the possession of Sellers or their Affiliates, and (ii) complete and accurate copies of all material audit or examination reports and statements of deficiencies assessed against or agreed to by the Purchased Companies or any of their Subsidiaries since December 31, 2006.
(f) Solely with respect to U.K. Taxes:
(1) The Purchased Companies and Purchaser shall immediately sign and make such claims and elections and give such consents (including provisional or final claims to claim or surrender group relief in respect of any Pre-Closing Tax Period ) and comply with all procedural requirements in respect of making or giving of such claims or consents as the Parent or any Affiliate of Parent, in its absolute discretion, directs in writing. Neither the Parent (other than the Company or nor any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case Affiliate of the Parent shall remit be liable to make any payment to the Purchaser or cause any Purchased Company for any group relief surrendered to be remitted any Affiliate of the Parent in accordance with this Section 9.3(f).
(2) Neither the Purchaser nor Purchased Companies shall do any act or thing (including in particular the carry back of losses from accounting periods ending after Closing under section 393A of the Taxes due ▇▇▇ ▇▇▇▇ or section 83 of the Finance Act 1996) after Closing which:
(A) affect the ability of any Affiliate of the Parent to make claims for allowances or group relief, to accept surrenders of group relief in respect of such any Pre-Closing Tax ReturnsPeriod; or
(B) would reduce or extinguish any relief or allowance relating to any Pre-Closing Tax Period.
(bg) The Acquiror Neither the Purchaser nor Purchased Companies shall file amend, disregard, withdraw or cause to be filed when due all Tax Returns for disclaim any elections, claims or benefits (including without limitation, elections or claims under section 402 of the Taxes Act 1988 (group relief)) or disclaim or withdraw any initial or writing down allowances or any other capital allowances in respect of any Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnPeriod.
Appears in 2 contracts
Sources: Purchase Agreement (Tyco International LTD /Ber/), Purchase Agreement (Aecom Technology Corp)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawThe Seller will include or have included in the consolidated federal income tax Return of the affiliated group of corporations, within the meaning of Section 1504(a) of the Code, of which the Seller is the common parent corporation, for all periods or portions thereof through the Closing Date, the income of the Company (including any deferred income from intercompany transactions triggered into income by Section 338(h)(101.1502-13 of the Treasury regulations and any excess loss accounts taken into income under Section 1.1502-19 of the Treasury regulations) Election for all such periods and will pay or the final Section 338(h)(10) Allocation Schedule), the Parent cause to be paid any federal income Taxes attributable to such income. The Buyer shall prepare or cause to be prepared and file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns for the Company that are required to be filed by or after the Closing Date, other than income tax Returns with respect to the Company and the Transferred Subsidiaries (i) periods for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on which a combined, consolidated, unitary or similar basis with combined income tax Return of Seller will include the Parent or any Affiliate operations of the Parent Company.
(other than b) All Returns that are to be prepared and filed by the Buyer pursuant to Section 8.2(a) above and that relate to Taxes for which the Seller is liable under this Article VIII (including Straddle Period Returns) shall be prepared by the Buyer in a manner consistent with reasonable past customs and procedures of the Company and shall be submitted to the Seller not later than fifteen (15) calendar days prior to the due date for filing of such Returns, taking into account applicable extensions (or if such due date is within forty-five (45) calendar days following the Closing Date, as promptly as practicable following the Closing Date). The Seller shall have the right to review such Returns and to review all work papers and procedures used to prepare any Transferred Subsidiarysuch Return. If the Seller, within ten (10) calendar days after delivery of any such Return, notifies the Buyer in writing that it objects to any of the items in such Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Return) by an internationally recognized independent accounting firm chosen by both the Buyer and the Seller (or, if the Buyer and the Seller cannot Tax Returns required to agree on such an accounting firm, then each shall select an independent accounting firm and such accounting firms shall select a third independent accounting firm). Upon resolution of all such items, the relevant Return shall be filed separately on that basis, provided that the Buyer shall have the right to file the relevant Return prior to resolution of such items if the Buyer reasonably determines that such filing is necessary to avoid applicable penalties and interest. The costs, fees and expenses of such accounting firm shall be borne equally by the Buyer and the Seller. The Seller shall to the Buyer the amount of the Taxes with respect to such Returns within five days following any demand by the Buyer for such payment.
(c) The Buyer shall not (and shall not cause or permit the Company to) amend, refile or otherwise modify any Transferred Subsidiary) Return relating in whole or (ii) that are due in part to the Company with respect to any taxable year or period ending on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to any Straddle Period without the Company prior written consent of the Seller, which consent may not be unreasonably withheld, conditioned or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a)delayed. The Acquiror Seller shall prepare not amend, refile, or otherwise modify any such Tax Returns in accordance with Return if such action could have an adverse affect on the past practice liability of the Company Company, without the prior written consent of the Buyer, which consent may not be unreasonably withheld, conditioned or delayed.
(d) All sales, use, transfer and other similar Taxes, including any stock transfer stamp Taxes resulting from the Transferred Subsidiaries (sale of the Shares, shall be borne by the Seller, except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as extent set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(bSections 8.1(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return8.3(a)(i).
Appears in 2 contracts
Sources: Stock Purchase Agreement (HAPC, Inc.), Stock Purchase Agreement (I Flow Corp /De/)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawSeller shall prepare and timely file, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account prepared and timely filed, all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or in respect of the Purchased Subsidiaries or their Subsidiaries that relate to a Pre-Closing Tax Period and are due on or prior to the Closing Date, provided, that such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made, to the Company extent permitted by Law, in a manner consistent with past practice. At least 20 calendar days prior to the last date for timely filing any such Tax Return (taking into account any extensions), Seller shall submit such Tax Return to Buyer for its review. No later than 10 calendar days after the receipt of such Tax Return from Seller, Buyer shall notify Seller of any reasonable objections Buyer may have to items set forth in such Tax Return. Buyer and Seller shall act reasonably and in good faith to resolve any such objection timely raised by Buyer. Buyer shall prepare and timely file, or any Transferred Subsidiary on a combinedshall cause to be prepared and timely filed, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not all Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
the Purchased Subsidiaries or their Subsidiaries that relate to (bi) The Acquiror shall file or cause to be filed when due all Tax Returns for a Pre-Closing Taxable Periods Tax Period but that are required to be filed by after the Closing Date or (ii) a Straddle Period; provided, in each case, that such Tax Returns shall be prepared and all elections with respect to the Company or any Transferred Subsidiary that are not such Tax Returns shall be made, to the extent permitted by Law, in a manner consistent with past practice, provided, further, that Buyer shall determine the treatment of deferred revenue in its reasonable discretion, which Parent shall be consistent with Revenue Procedure 2004-34. Buyer shall deliver a draft of any Tax Returns it is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company preceding sentence to Seller for Seller’s review and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review approval at least thirty (30) 20 calendar days prior to the due date (taking into account all extensions properly obtainedany extension) for filing. The Acquiror shall deliver a final copy (as filed) the filing of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, No later than 10 calendar days after the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any receipt of such Tax Return no later than twenty (20) days after Acquiror from Buyer, Seller shall notify Buyer of any reasonable objections Seller may have delivered to items set forth in such Tax Return. If Buyer and Seller shall resolve any disputes in connection with the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) preparation of this Agreement with respect to such Pre-Closing Tax Return, in the case of an Income Period Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected Returns pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b6.02(e) and shall timely pay, or cause to be timely paid, all Taxes payable in accordance with respect to each such Tax ReturnSection 6.02(j).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Harland Clarke Holdings Corp), Securities Purchase Agreement (M & F Worldwide Corp)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Combined Tax Returns that are required to be filed by or with respect to it, which returns shall properly include and reflect the taxable income of the Company and for the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect Period that includes the Closing Date, and, subject to the Company or any Transferred Subsidiary on a combinedprovisions of Section 7.1, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Buyer shall furnish or cause to be furnished information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 7.2 in accordance with past custom and practice.
(b) The Acquiror Buyer shall timely file or cause to be timely filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such all other Tax Returns (i.e., Tax Returns other than Combined Tax Returns described in Section 7.2) that are not Income Tax Returns first due and required to be filed after the Closing Date with respect to the Parent operations of the Company for its reviewPre-Closing Taxable Periods and, accompanied by subject to the provisions of Section 7.1, the Buyer shall remit or cause to be remitted any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing Taxes due in respect of such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any Any such Tax Return Returns (x) shall be prepared and filed in a manner consistent with Seller’s past practice with respect to such Tax Returns, and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns, in each case unless required by Law and (y) shall be submitted to Seller not later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay prior to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax ReturnReturns (or, if such due date is within twenty (20) days following the Closing Date, as promptly as practicable following the Closing Date) for review and in other casesapproval by Seller, no later than twenty-five (25) Business Days after receipt by which approval may not be unreasonably withheld, delayed or conditioned and which approval shall relate solely to matters for which Seller is liable pursuant to this Agreement or that otherwise would affect the Parent Tax position of the relevant Seller, but may in all cases be withheld if such Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror Returns were not prepared in accordance with clause (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(ax) of this Agreement sentence. Seller shall furnish information to Buyer as reasonably requested by Buyer to allow Buyer to satisfy its obligations under this Section 7.2 in accordance with past custom and practice.
(c) Seller or Buyer (as the case may be) shall pay the other for the Taxes for which Seller or Buyer, respectively, is liable pursuant to Section 7.1 but which are payable with any Tax Return to be filed by Seller, on the one hand, or Buyer, on the other hand, pursuant to this Section 7.2, within ten (10) days of receiving the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller, on the one hand, or Buyer, on the other hand (as the case may be), but in no event more than ten (10) days prior to the due date for paying such Taxes.
(d) Buyer shall not, and shall not permit the Company to, amend, re-file or otherwise modify (or grant an extension of any statute of limitation with respect to) any Income Tax Return of the Company with respect to any Pre-Closing Taxable Period without the relevant prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. If Buyer or Seller desires to amend, re-file or otherwise modify (or grant an extension of any statute of limitations with respect to) any Income Tax Return if Parent’s position with respect of the Company for a Straddle Period, the other party shall cooperate in good faith in connection therewith unless (i) the other party would be adversely affected thereby and (ii) the adverse effect to such other party would outweigh the potential benefit to the disputed item were adopted on party desiring to take such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnaction.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Pinnacle Airlines Corp), Stock Purchase Agreement (Pinnacle Airlines Corp)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent SU shall file prepare or cause to be filed when due (taking into account all extensions properly obtained) prepared all Tax Returns that which are required to be filed by or with respect to the Company and the Transferred Subsidiaries under applicable Law (i) on or prior to the Closing Date and relate to GS LLC, the Subject NTX Operations or the NTX Assets, (ii) after the Closing Date and relate to GS LLC, the Subject NTX Operations or the NTX Assets for any Pre-Closing Taxable Periods Tax Period, and (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiaryiii) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before after the Closing Date and relate to the Subject STX Operations or the STX Assets for any Straddle Period. In the case of any Tax Return described in clause (with respect to other Tax Returnsi), and such Tax Return shall be prepared in each a manner that is consistent with past practices employed by SU except to the extent a change is required by Law. In the case of any Tax Return described in clause (ii), (x) such Tax Return shall be prepared in a manner that is consistent with past practices employed by SU except to the Parent extent a change is required by Law, (y) SU shall remit or cause to be remitted any Taxes due in respect provide a copy of such Tax Returns.
(b) The Acquiror shall file or cause Return to be filed when due all Tax Returns SDTS for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are review and comment not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) less than 20 days prior to the due date for such Tax Return (taking into account all extensions properly obtainedany applicable extensions) for filing. The Acquiror and shall deliver a final copy (as filed) reflect on such Tax Return any reasonable comments provided by SDTS within 10 days following SDTS’s receipt of such Tax Returns that are not Income Tax Returns to the Parent for its reviewReturn from SU, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15z) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent SU shall pay to the Acquiror the applicable Taxing Authority an amount equal to any Taxes shown as due on such Tax Return for which Parent SU is liable responsible under Section 7.03(a9.01(a) (or reimburse SDTS if SDTS made such payment, which reimbursement to SDTS shall be made within 10 days after the filing of this Agreement with respect to such Tax Return, in ). In the case of an Income any Tax ReturnReturn described in clause (iii), no later (x) such Tax Return shall be prepared in a manner that is consistent with past practices employed by SDTS except to the extent a change is required by Law, (y) SU shall provide a copy of such Tax Return to SDTS for review and comment not less than five (5) Business Days after 20 days prior to the due date for filing such Income Tax ReturnReturn (taking into account any applicable extensions) and shall reflect on such Tax Return any reasonable comments provided by SDTS within 10 days following SDTS’s receipt of such Tax Return from SU, and in other cases, no later than twenty-five (25z) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent SU shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) applicable Taxing Authority the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted Taxes reflected on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent Return and SDTS shall promptly pay to the Acquiror reimburse SU for an amount of cash equal to any Taxes shown as due on such Tax Return for which SDTS is responsible under Section 9.01(b), which reimbursement to SU shall be made within 10 days after the disputed amount resolved in the Acquiror’s favor. The Acquiror filing of such Tax Return.
(b) SDTS shall timely file, prepare or cause to be timely filedprepared all Tax Returns which are required to be filed under applicable Law (i) on or prior to the Closing Date and relate to the Subject STX Operations or the STX Assets, each (ii) after the Closing Date and relate to the Subject STX Operations or the STX Assets for any Pre-Closing Tax Period, and (iii) after the Closing Date and relate to GS LLC, the Subject NTX Operations or the NTX Assets for any Straddle Period. In the case of any Tax Return described in this Section 7.01(bclause (i), such Tax Return shall be prepared in a manner that is consistent with past practices employed by SDTS except to the extent a change is required by Law. In the case of any Tax Return described in clause (ii), (x) such Tax Return shall be prepared in a manner that is consistent with past practices employed by SDTS except to the extent a change is required by Law, (y) SDTS shall provide a copy of such Tax Return to SU for review and comment not less than 20 days prior to the due date for such Tax Return (taking into account any applicable extensions) and shall timely payreflect on such Tax Return any reasonable comments provided by SU within 10 days following SU’s receipt of such Tax Return from SDTS, and (z) SDTS shall pay to the applicable Taxing Authority an amount equal to any Taxes shown as due on such Tax Return for which SDTS is responsible under Section 9.01(a) (or cause reimburse SU if SU made such payment, which reimbursement to SU shall be timely paidmade within 10 days after the filing of such Tax Return). In the case of any Tax Return described in clause (iii), all (x) such Tax Return shall be prepared in a manner that is consistent with past practices employed by SU except to the extent a change is required by Law, (y) SDTS shall provide a copy of such Tax Return to SU for review and comment not less than 20 days prior to the due date for such Tax Return (taking into account any applicable extensions) and shall reflect on such Tax Return any reasonable comments provided by SU within 10 days following SU’s receipt of such Tax Return from SDTS, and (z) SDTS shall pay to the applicable Taxing Authority the amount of Taxes payable with respect reflected on such Tax Return and SU shall reimburse SDTS for an amount equal to each any Taxes shown as due on such Tax Return for which SU is responsible under Section 9.01(a), which reimbursement to SDTS shall be made within 10 days after the filing of such Tax Return.
(c) The party required by Law will file all Tax Returns prepared pursuant to this Section 9.02 and each other party will cooperate with such filing party to the extent reasonably requested in connection with such filing.
(d) Except as otherwise required by applicable Tax Law, SU shall not amend, modify or otherwise change any Tax Returns which are attributable to a Pre-Closing Tax Period or a Straddle Period and relate to the Subject STX Operations or the STX Assets without SDTS’s prior written consent. Except as otherwise required by applicable Tax Law, SDTS shall not amend, modify or otherwise change any Tax Returns which are attributable to a Pre-Closing Tax Period or a Straddle Period and relate to GS LLC or to the Subject NTX Operations or the NTX Assets without SU’s prior written consent.
Appears in 2 contracts
Sources: Merger Agreement (Hunt Consolidated, Inc.), Merger Agreement (InfraREIT, Inc.)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall file or cause to be filed when due with the appropriate Governmental Entities having jurisdiction (taking into account all extensions properly obtainedA) all Tax Returns that are required to be filed by or with respect Company prior to the Closing Date and (B) all income Tax Returns in which Seller (or an Affiliate of Seller other than Company) includes the taxable income of Company, including the applicable consolidated federal income Tax Return in which the income of Company is included and in any consolidated or combined income Tax Return filed by Seller or any of its Affiliates (other than Company) thereof in which such income can be included under applicable law, consistent with past custom and practice. The parties agree that, to the extent permitted by Law, income and operation of Company and the ▇▇▇▇▇▇ Transferred Subsidiaries (i) Business, in each case, for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)than those transaction occurring on the Closing Date, and but after the Closing, that are not in each case the Parent ordinary course of business) shall remit or cause to be remitted any Taxes due in respect of such included on Seller's Tax Returns.
(bii) The Acquiror Buyer shall file or cause to be filed when due with the appropriate Governmental Entities having jurisdiction all Tax Returns for Pre-Closing Taxable Periods of Company that are required to be filed by or with after the Closing Date (other than income Tax Returns described in Section 6.1(c)(i)(B) above). With respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed by Buyer for any periods for which Seller has any liability for the Taxes due (including pursuant to Section 7.01(aits indemnity obligations hereunder). The Acquiror shall prepare , such Tax Returns will be properly and timely filed by Buyer and will be correct, accurate and complete in accordance with the past practice of the Company all material respects, and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and Buyer shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver furnish a final completed copy (as filed) of such Tax Returns that are to Seller for Seller's prior written consent (not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no be unreasonably withheld) not later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) 10 Business Days after before the due date for filing such Income Tax Return, and in other cases, no later than twenty-five returns (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnincluding extensions thereof).
Appears in 2 contracts
Sources: Purchase Agreement (Dex Media West LLC), Purchase Agreement (Dex Media Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawNewpark shall file, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed filed, when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and for the Transferred Subsidiaries (i) Entities for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by taxable years or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other Tax Returns)Effective Time, and in each case the Parent Purchaser shall remit file, or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed filed, when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or for the Transferred Entities for taxable years or periods ending after the Effective Time. If Newpark could be liable for any Taxes with respect to any Tax Return filed by Purchaser, Purchaser shall (i) cause such Tax Return to be prepared on a basis which is consistent with the Company or any Transferred Subsidiary that are not Entities’ Tax Returns which Parent is required to file or cause to be previously filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns and in accordance with the past practice of the Company and the Transferred Subsidiaries (except as practices unless otherwise required (rather than permitted) by applicable Lawthe Code and/or Treasury Regulations at such time, the Section 338(h)(10(ii) Election or the final Section 338 Allocation Schedule) and shall deliver any a copy of such Tax Returns that relate Return along with accompanying work papers to Income Taxes (“Income Tax Returns”) to the Parent for its review at least Newpark not less than thirty (30) days prior to the due date (taking into account all extensions properly obtainedas extended, if applicable) for filing. The Acquiror shall deliver a final copy (as filed) the filing of such Tax Returns that are not Income Tax Returns Return (the “Due Date”), (iii) if, at any time prior to the Parent Due Date, Newpark notifies Purchaser that Newpark objects to any item reflected on such Tax Return which item may affect Newpark’s liability for its reviewTaxes, accompanied by Purchaser shall, prior to the Due Date, make any and all changes to such item or items reasonably requested explanation by Newpark and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent Purchaser shall cooperate to resolve any disagreements regarding the items on not file any such Tax Return no later than twenty until it has made such reasonable changes and received Newpark’s agreement thereto (20) days after Acquiror shall have delivered such Tax Returnnot to be unreasonably withheld). If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Purchaser has fully complied with this Section 7.03(a7.1(e) of this Agreement with respect to a Tax Return to be filed by Purchaser, Newpark shall pay Purchaser the Taxes for which Newpark is liable pursuant to Section 7.1(a) but which are payable with such Tax Return, in the case of an Income Tax Return, no later than Return within five (5) Business Days (x) prior to the Due Date for the filing of such Tax Returns or (y) after the due date for filing such Income that Purchaser has provided Newpark with the revised Tax Return referred to in clause (iii) of the previous sentence, whichever is later. If Purchaser fails to satisfy any of its obligations pursuant to this Section 7.1(e) with respect to any Tax Return, and Newpark shall, in addition to any other casesremedies available to Newpark, have no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable obligation to resolve all such disagreements, indemnify Purchaser for any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted Taxes reflected on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 2 contracts
Sources: Membership Interests Purchase Agreement (Newpark Resources Inc), Membership Interests Purchase Agreement (Newpark Resources Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawPurchaser shall cause the Company and its Subsidiaries to consent to join, for all Pre-Closing Periods of the Section 338(h)(10) Election Company and its Subsidiaries for which the Company and its Subsidiaries are eligible to do so, in any consolidated or the final Section 338(h)(10) Allocation Schedule)combined federal, the state or local Tax Returns of Parent, Seller or their Affiliates. Seller and Parent shall file will prepare and file, or cause to be filed when due (taking into account prepared and filed, all extensions properly obtained) all of the Tax Returns that are required to be filed by or with respect to for the Company and the Transferred its Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by all taxable years or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other the extent they have not already done so). Seller and Parent will pay to the applicable Tax Returns)Authority, or cause the payment to the applicable Tax Authority of, any Taxes shown as due thereon. Seller and in each case the Parent shall remit will prepare, or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare prepared, such Tax Returns in accordance using the accounting methods and other practices that are consistent with the past practice of those used by the Company and the Transferred its Subsidiaries (in their prior Tax Returns except as otherwise required by applicable Law. Items to be taken into account in any Tax Return for the short taxable period ending on the Closing Date will be determined under the “closing-the-books” method as described in Treasury Regulation Section 1.1502-76(b)(2)(i) (or any similar provision of state, provincial, local or foreign Law). Seller and Parent will deliver, or cause to be delivered, a draft of each of the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns for any of the Company or its Subsidiaries (or portion thereof, solely as it relates to the Company or its Subsidiaries) that relate to Income Taxes require the signature of an officer or employee of Purchaser (“Income Tax Returns”or one of Purchaser’s Affiliates) to the Parent for its review at least Purchaser not less than thirty (30) calendar days prior to the due date (taking into account all extensions properly obtainedas may be extended) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns, and Purchaser will provide Seller with its comments on, and proposed changes to, such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) calendar days after filing prior to such due date. If any aspect of such Tax Returns. In each case, the Acquiror and the Parent shall cooperate Returns remains in dispute within ten (10) calendar days prior to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, howeverReturns, the parties are unable to resolve all such disagreements, any unresolved matter in dispute shall will be submitted to an Experta mutually acceptable, selected pursuant to nationally-recognized firm of certified public accountants for resolution. The decision of such accounting firm will be final and binding on the Expert Selection Processparties, and the Parent shall pay to Acquiror fees and expenses of the accounting firm will be paid one-half by Purchaser and ICF and one-half by Seller and Parent.
(pursuant to the same schedule as set forth in the previous sentenceb) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely Purchaser will prepare and file, or cause to be timely prepared and filed, each all Tax Return described in this Section 7.01(b) Returns of the Company and shall timely its Subsidiaries for all taxable years or periods ending after the Closing Date, and Purchaser will pay, or cause to be timely paid, all Taxes payable shown as due thereon; provided, that with respect to any Straddle Period, Purchaser will be entitled to indemnification as set forth in Section 10.3.
(c) The parties agree to reasonably cooperate with each other and each other’s Affiliates in the preparation and filing of Tax Returns of the Company and its Subsidiaries for taxable periods ending before the Closing Date and Straddle Periods. The parties shall be entitled to utilize the services of the personnel who would have been responsible for preparing such Tax ReturnReturns as they relate to the Company and its Subsidiaries, without charge, to the extent reasonably necessary in preparing said returns on a timely basis. The parties shall also provide each other with full reasonable access to applicable and reasonably relevant records to enable the timely preparation and filing of said Tax Returns.
Appears in 2 contracts
Sources: Stock Purchase Agreement (ICF International, Inc.), Stock Purchase Agreement (infoGROUP Inc.)
Tax Returns. (a) In accordance SPTL shall prepare and timely file, or cause to be prepared and timely filed, on behalf of the JVC, all Tax Returns of the JVC that are due with respect to any Pre-Closing Tax Period that is not part of a Straddle Period. SPTL shall have authority to determine the manner in which any items of income, gain, deduction, loss or credit arising out of the income, properties and operations of the JVC shall be reported or disclosed in such Tax Returns; provided that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practice (except as with respect to such items, unless otherwise required by applicable Law. The JVC shall cause an appropriate, authorized person to sign such Tax Returns on behalf of the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent JVC. SPTL shall file pay or cause to be filed when paid all Taxes imposed on the JVC shown as due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary owing on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror SPTL shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be prepared and timely filed, each on behalf of the JVC, all Tax Return described Returns of the JVC that are due with respect to a Straddle Period; provided that such Tax Returns shall be prepared by treating items on such Tax Returns in this Section 7.01(ba manner consistent with past practice, unless otherwise required by applicable Law. The JVC shall cause an appropriate, authorized person to sign such Tax Returns on behalf of the JVC. SPTL shall pay or cause to be paid all Taxes attributable to the Pre-Closing Straddle Period imposed on the JVC shown as due and owing on such Tax Returns, and the JVC shall pay or cause to be paid all Taxes attributable to the Post-Closing Straddle Period imposed on the JVC shown as due and owing on such Tax Returns.
(c) The JVC shall prepare and shall timely payfile, or cause to be prepared and timely paidfiled, all Tax Returns of the JVC other than those described in Section 11.5(a) or Section 11.5(b); provided that such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practice, unless otherwise required by applicable Law. The JVC shall pay or cause to be paid all Taxes payable with respect imposed on the JVC shown as due and owing on such Tax Returns.
(d) The JVC shall use commercially reasonable efforts to cause any such Tax Returns contemplated in Section 11.5(c) to be submitted to the Shareholders for their review at least ten (10) days prior to its due date (including extensions) unless otherwise agreed to by the Shareholders.
(e) The JVC shall cause to be provided to the Shareholders information concerning their respective Taxable income or loss, and each class of income, gain, loss, deduction or credit which is relevant to reporting their respective share of JVC income, gain, loss, deduction or credit, for purposes of any required Tax Returns. Information required for the preparation of each Shareholder’s Tax Returns shall be furnished to each Shareholder, as the case may be, as soon as possible after the close of the JVC’s fiscal year and, in any event, no later than the date on which the income Tax Return for such Tax Returnfiscal year is submitted to the Shareholders for review pursuant to Section 11.5(d).
Appears in 2 contracts
Sources: Joint Venture Agreement (Sunpower Corp), Joint Venture Agreement (Sunpower Corp)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Subject to this Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule7.5(a)(i), the Parent shall file Company will prepare, or cause to be filed when due (taking into account prepared, and timely file, or cause to be timely filed, all extensions properly obtained) all Flow-Through Tax Returns that are required relate in whole or in part to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for a Pre-Closing Taxable Periods Tax Period (but only with respect to Tax Returns required to be filed by or with respect to including the Company or pre-Closing portion of any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred SubsidiaryStraddle Period) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before after the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for “Pre-Closing Taxable Periods that are required to Flow-Through Tax Returns”). Each Pre-Closing Flow-Through Tax Return will be filed by or prepared in accordance with respect applicable Law and Section 7.5(i) and 7.5(j), and, to the Company or any Transferred Subsidiary that are extent not Tax Returns which Parent is required to file or cause to be filed pursuant to inconsistent with applicable Law and Section 7.01(a7.5(i) and 7.5(j). The Acquiror shall prepare such Tax Returns , in accordance with the past practice procedures and practices of the Company Company. For the avoidance of doubt, in connection with the preparation of a Pre-Closing Flow-Through Tax Return for a Straddle Period, the income and other items from such Tax Return shall be allocated as between the portion of the Straddle Period ending on the Closing Date and the Transferred Subsidiaries portion beginning after the Closing Date based on the closing of the books method provided in Section 706 of the Code and the Treasury regulations thereunder (except as otherwise required by applicable or any corresponding provision of state or local Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such ). The Company will provide each Pre-Closing Flow-Through Tax Returns that relate to Income Taxes (“Income Tax Returns”) Return to the Parent Holder Representative and the Acquiror for its review and comment at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date). The Company shall make any changes directed by the Holder Representative that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position be upheld under applicable LawLaw prior to filing such Tax Returns, and will not cause any such Tax Returns (as revised to reflect the Parent shall promptly pay comments of the Holder Representative, if any) to be filed without the Acquiror an amount consent of cash equal to the disputed amount resolved in the Acquiror’s favor, which consent will not be unreasonably withheld, conditioned or delayed. The out-of-pocket fees payable to ▇▇▇▇▇▇▇▇, LLP in connection with the preparation of the Pre-Closing Flow-Through Tax Returns shall be borne by the Escrow Participants and paid first from the Holder Representative Expense Fund.
(ii) Acquiror shall will prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns of the Company, its Subsidiaries and Blocker Company (other than Pre-Closing Flow-Through Tax Returns) that relate to any Pre-Closing Tax Period and that are first due after the Closing Date (the “Acquiror Prepared Returns”). Each Acquiror Prepared Return will be prepared in accordance with applicable Law and Section 7.5(i) and 7.5(j), and, to the extent not inconsistent with applicable Law and Section 7.5(i) and 7.5(j), in accordance with past procedures and practices of the Company, its Subsidiaries or Blocker Company, as applicable. Acquiror will provide each Acquiror Prepared Return that relates to income Taxes or that reflects any material amounts of Indemnified Taxes or Indemnified Blocker Taxes to the Holder Representative for review and comment at least thirty (30) days prior to the due date for filing such Tax Returns (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date), and will not file any such Tax Returns without the consent of the Holder Representative, which consent will not be unreasonably withheld, conditioned or delayed. The Acquiror Prepared Returns shall be prepared at the expense of the Acquiror, provided that the out-of-pocket fees payable to ▇▇▇▇▇▇▇▇, LLP in connection with the preparation of any Acquiror Prepared Return that is an income Tax Return described and relates solely to a taxable period that ends on or prior to the Closing Date shall be borne by the Escrow Participants and paid first from the Holder Representative Expense Fund.
(iii) Acquiror will not, and will not cause or permit any of its Affiliates (including the Company, its Subsidiaries and Blocker Company) to, (i) except for Pre-Closing Flow-Through Tax Returns or Acquiror Prepared Returns prepared and filed in this accordance with Section 7.01(b7.5(a)(i) and shall timely payor 7.5(a)(ii), file or cause to be timely paidamend any Tax Returns of the Company, all Taxes payable its Subsidiaries or Blocker Company for a Pre-Closing Tax Period, (ii) with respect to Pre-Closing Flow-Through Tax Returns or Acquiror Prepared Returns prepared and filed in accordance with Section7.5(a)(i) or 7.5(a)(ii), after the date such Tax Returns are filed pursuant to Section 7.5(a)(i) or 7.5(a)(ii), amend any such Pre-Closing Flow-Through Tax Return or Acquiror Prepared Return, or (iii) make or change any Tax election or change any method of accounting that has retroactive effect to any Tax Return of the Company, its Subsidiaries or Blocker Company for a Pre-Closing Tax Period, in each such case except (A) if such filing or amendment could not reasonably be expected to form the basis for a claim for indemnification pursuant to Section 9.2, or otherwise increase the Escrow Participants’ liability for Taxes or reduce the Pre-Closing Tax ReturnRefunds that are required to be paid to the Escrow Participants pursuant to Section 7.5(h) or (B) with the Holder Representative’s prior written consent (not to be unreasonably withheld, conditioned or delayed, it being understood that such consent would be unreasonably withheld to the extent that any action described under clauses (i) through (iii) above was required by Law). Acquiror will not, and will not permit the Company to, cause the Company, its Subsidiaries or the Blocker Company to incur any Taxes on the Closing Date after the Closing outside the Ordinary Course of Business (other than as explicitly contemplated by this Agreement).
Appears in 2 contracts
Sources: Confidentiality Agreement (Celestica Inc), Exhibit (Celestica Inc)
Tax Returns. (ai) In accordance New Pubco shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns for Blocker and the Company and its Subsidiaries required to be filed after the Closing and shall make all payments required with respect to any such Tax Returns; provided that, notwithstanding anything in this Agreement to the contrary, Blocker GP may, at its election, prepare and file (or cause Blocker to file) any information Tax Returns with respect to any distributions or payments to the owners of Blocker prior to Closing. With respect to any Tax Returns of the Company and its Subsidiaries that are due after the Closing with respect to a Pre-Closing Tax Period or a Straddle Period that are of the type used to report the income, loss, gain, deduction and other Tax attributes from the operation of a partnership or other pass-through entity and that are of the type that could reflect items of income, loss, gain, deduction or other Tax attributes required to be included on a Tax Return of a Seller (whether or not such items are actually reflected thereon) (a “Pass-Through Tax Return”), (w) such Pass-Through Tax Returns shall be prepared consistent with past practice (practice, except as otherwise required by applicable Law, the Section 338(h)(10(x) Election or the final Section 338(h)(10) Allocation Schedule), the Parent New Pubco shall file or cause to be filed when due (taking into account all extensions properly obtained) all submit such Tax Returns that are required to be filed by or with respect Return to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other Seller Representative no later than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing any such Pass-Through Tax Returns that are not Income Tax Returns to the Parent Return for its review, accompanied by (y) New Pubco shall make any changes to such Pass-Through Tax Return reasonably requested explanation by the Seller Representative and supporting computations(z) no such Pass-Through Tax Return shall be filed without the prior written consent of the Seller Representative (which consent shall not be unreasonably withheld, no later than fifteen (15) days after filing such Tax Returnsdelayed or conditioned). In each caseNotwithstanding the foregoing, the Acquiror Company (and any Subsidiary of the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty Company that is a partnership for U.S. federal (20or other applicable) days after Acquiror tax purposes) shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable in effect an election under Section 7.03(a754 of the Code (and any similar election under state or local law) for the taxable period which includes the Closing Date.
(ii) The parties agree that in connection with the preparation and filing of this Agreement Tax Returns of or with respect to such Tax ReturnCompany and its Subsidiaries, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Processextent permitted by applicable Law, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) deductions and/or losses of this Agreement or with respect to the relevant Tax Return if Parent’s position with respect Indebtedness and Outstanding Company Expenses (or amounts that would have been Outstanding Company Expenses except they were paid prior to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent Closing) shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved be claimed in the Acquiror’s favor. The Acquiror shall timely filetaxable periods, or cause to be timely filedportions thereof, each Tax Return described in this Section 7.01(b) and shall timely pay, ending on or cause to be timely paid, all Taxes payable with respect to each such Tax Returnbefore the Closing Date.
Appears in 2 contracts
Sources: Transaction Agreement (Replay Acquisition LLC), Transaction Agreement (Replay Acquisition Corp.)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawThe Company shall prepare and timely file, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account prepared and timely filed, all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) it that are due on or before the Closing Date (with respect to other Tax Returnstaking into account any extensions), and in each case shall timely pay all Taxes that are due and payable on or before the Parent Closing Date (taking into account any extensions). Notwithstanding anything herein to the contrary, Member Representative shall remit prepare and timely file, or cause to be remitted prepared and timely filed, any Taxes federal U.S. Return of Partnership Income, Forms 1065 and applicable schedules thereto, on behalf of the Company, with respect to any period prior to the effective date of the Tax Election, regardless of whether such partnership return is due in respect of on or before the Closing Date (taking into account any extensions); provided, that no such Tax ReturnsReturn shall be filed without Parent’s consent (which may be given or withheld in Parent’s absolute discretion) to the extent the Tax Return would be inconsistent in any respect with the representations and warranties in Section 3.18 if those representations and warranties were made as of the filing date of that Tax Return (or would cause those representations and warranties to become incorrect or untrue in any respect), or with applicable past practice (unless otherwise required by Law or change in relevant facts). Any such Tax Return shall be prepared in a manner consistent with any applicable past practice (unless otherwise required by Law or by change in relevant facts).
(b) The Acquiror Parent shall file prepare and timely file, or cause to be filed when due prepared and timely filed, all Tax Returns for with respect to a Pre-Closing Taxable Periods that are required to be Tax Period not filed by or with respect to the Company or under Section 6.04(a) and for any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a)Straddle Period. The Acquiror shall prepare Any such Tax Returns Return shall be prepared in accordance a manner consistent with the any applicable past practice of the Company and the Transferred Subsidiaries (except as unless otherwise required by applicable LawLaw or a change in relevant facts) and, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and if it is an income Tax Return, shall deliver any such Tax Returns that relate be submitted by Parent to Income Taxes Member Representative (“Income Tax Returns”) together with schedules, statements and, to the Parent for its review extent requested by Member Representative, supporting documentation) at least thirty (30) 45 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filedincluding extensions) of such Tax Returns that are not Income Tax Returns Return. If Member Representative objects to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items item on any such Tax Return no later than twenty (20) that relates to a Pre-Closing Tax Period, it shall, within ten days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) delivery of this Agreement with respect to such Tax Return, notify Parent in writing that it so objects, specifying with particularity any such item and stating the case specific factual or legal basis for any such objection. If a notice of an Income Tax Returnobjection shall be duly delivered, no later than five (5) Business Days Parent and Member Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Parent and Member Representative are unable to reach such agreement within ten days after receipt by Parent of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within 20 days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for filing such Income Tax Return, the Tax Return shall be filed as prepared by Parent and in other casesthen amended to reflect the Independent Accountant’s resolution. The costs, no later than twenty-five (25) Business Days after receipt by the Parent fees and expenses of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute Independent Accountant shall be submitted to an Expert, selected pursuant to borne one half by Parent and one half by Member Representative on behalf of the Expert Selection Process, Members. The preparation and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) filing of this Agreement with respect to the relevant any Tax Return if of the Company that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 2 contracts
Sources: Merger Agreement (Abeona Therapeutics Inc.), Merger Agreement (Abeona Therapeutics Inc.)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election Member shall prepare or the final Section 338(h)(10) Allocation Schedule), the Parent shall cause to be prepared and timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all Tax Returns that are required to be filed by or with respect to the Company and Group Companies on a combined, consolidated or unitary basis with the Transferred Subsidiaries Member, (iy) for Pre-Closing Taxable Periods (but only all income Tax Returns of or with respect to the Group Companies for any taxable year or period that ends on or before the Closing Date and (z) all other Tax Returns that are required to be filed by or with respect to the Company Group Companies on or prior to the Closing Date. In each case the Member shall remit or cause to be remitted any Transferred Subsidiary on a combinedTaxes due in respect of such Tax Returns. To the extent that any such Taxes due in respect to such Tax Returns are taken into account in computing the Net Working Capital amount as finally determined pursuant to Section 1.08, consolidatedParent shall remit the amount of such Taxes to the Member no later than five (5) days prior to the due date (including extensions) for filing such Tax Returns. To the extent permitted by Law, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not all Tax Returns required to be filed separately by the Member shall be signed by the Member (or its designee that is reasonably acceptable to Parent); provided that Parent and Holdco shall reasonably cooperate with the Member to provide appropriate authorization to the Member to sign such Tax Returns, or to make available an officer or other authorized person of the relevant Group Company to sign such Tax Returns, if and to the extent required by Law. Parent shall timely file or any Transferred Subsidiarycause to be timely filed when due (taking into account all extensions properly obtained) or (ii) all other Tax Returns that are due on required to be filed by or before with respect to the Group Companies after the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(bii) The Acquiror shall All Tax Returns of or with respect to the Group Companies for any taxable year or period that ends on or before the Closing Date, that Member is required to file or cause to be filed when due all in accordance with this Section 11.02(b) shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns for Pre-Closing Taxable Periods that are required in prior periods. With respect to any Tax Return to be filed by the Member pursuant to clause (y) of the first sentence of Section 11.02(b)(i), not less than thirty (30) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date), the Member shall provide Parent with a draft copy of such Tax Return for Parent’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed).
(iii) All Tax Returns of or with respect to the Company Group Companies for any taxable year or period that ends on or before the Closing Date and for any Transferred Subsidiary Straddle Period that are not Tax Returns which Parent is required to file or cause to be filed pursuant to in accordance with this Section 7.01(a). The Acquiror 11.02(b) shall prepare be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (prior periods, in each case except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 2 contracts
Sources: Master Transaction Agreement (RTI Surgical Holdings, Inc.), Master Transaction Agreement (Rti Surgical, Inc.)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and Companies for taxable years or periods ending on or before the Transferred Subsidiaries Closing Date (i) for Pre-Closing Taxable Periods (but only with respect to in the case of Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary Companies on a combined, consolidated, consolidated or unitary or similar basis with the Parent Seller or any Affiliate of the Parent (thereof other than solely the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred SubsidiaryCompanies) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent Seller shall remit or cause to be remitted any Taxes shown to be due in respect of such Tax Returns.
(b) The Acquiror , and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company Companies for taxable years or any Transferred Subsidiary that are not Tax Returns which Parent is required periods ending on or prior to file the Closing Date and for Straddle Periods and Buyer shall remit or cause to be remitted any Taxes shown to be due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to Section 7.01(a). The Acquiror shall prepare the preceding sentence (x) such Tax Returns shall be filed in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Lawno position shall be taken, the Section 338(h)(10) Election election made or the final Section 338 Allocation Schedule) and shall deliver any method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns that relate which would have any adverse effect on the Companies, Seller or any Affiliate thereof or on any obligation of Seller under this Agreement (including, without limitation, any position which would have the effect of accelerating income to Income periods for which Seller is liable or deferring deductions to periods for which Buyer is liable) and (y) such Tax Returns and the workpapers and calculations supporting the Taxes (“Income due in respect of such Tax Returns”) Returns shall be submitted to the Parent for its review at least thirty (30) Seller not later than 20 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) (in each case taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of review and approval by Seller, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns that are were not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen prepared in accordance with clause (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(ax) of this Agreement sentence. Seller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, respectively, is liable pursuant to Section 8.2(a) but which are payable with respect any Tax Return to such Tax Returnbe filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Seller or Buyer, as the case may be. Such payment shall be made within 10 days of an Income Tax Returnsuch request, but in no later event earlier than five (5) Business Days after 10 days prior to the due date for filing paying such Income Taxes.
(ii) Neither Buyer nor any Affiliate of Buyer shall (or shall cause or permit the Companies to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax ReturnReturn relating in whole or in part to the Companies (x) with respect to any taxable year or period ending on or before the Closing Date without the prior written consent of Seller, and which consent may be withheld in other cases, no later than twenty-five (25) Business Days after receipt by the Parent sole discretion of the relevant Tax Return. If, however, Seller or (y) with respect to any Straddle Period except in accordance with the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as procedures set forth in Section 8.2(b)(i) applicable upon the previous sentenceBuyer filing a Tax Return for a Straddle Period.
(iii) the amount for which Parent is liable under Section 7.03(a) of this Agreement with With respect to the relevant Tax Return if Parent’s position with respect taxable year of each Company ending December 31, 1998 and the period in 1999 on and prior to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable LawClosing Date, the Parent Buyer shall promptly pay cause the Companies to prepare and provide to Seller a package of tax information materials, including, without limitation, schedules and work papers (the "Tax Package"), required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by them pursuant to paragraph (b)
(i). The Tax Package shall be completed in accordance with past practice including past practice as to providing such information, and as to the Acquiror an amount method of cash equal to computation of separate taxable income or other relevant measure of income of each of the disputed amount resolved in Companies. Buyer shall cause the Acquiror’s favor. The Acquiror shall timely file, or cause Tax Package to be timely filed, each Tax Return described in this Section 7.01(bdelivered to Seller within sixty (60) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returndays after the Closing Date.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Specialty Foods Acquisition Corp), Stock Purchase Agreement (Specialty Foods Corp)
Tax Returns. (a) In accordance With respect to Tax Returns required to be filed by, or with past practice (except as otherwise required by applicable Lawrespect to, the Section 338(h)(10Company and the Transferred Subsidiaries for Pre-Closing Taxable Periods or Straddle Periods:
(i) Election or the final Section 338(h)(10) Allocation Schedule), The Seller and the Parent shall timely prepare and file or cause to be timely prepared and filed when due (taking into account all extensions properly obtainedA) all Tax Returns that are required to be filed by by, or with respect to, the Company and the Transferred Subsidiaries that are due after the date hereof and on or before the Closing Date (taking into account all extensions properly obtained), and (B) all Tax Returns with respect to the Company and any Transferred Subsidiary for any Straddle Periods or any Pre-Closing Taxable Periods that are due after the Closing Date (taking into account all extensions properly obtained) to the extent such Tax Returns are filed on a consolidated, unitary or combined basis with the Parent, any Affiliate of the Parent, the Seller or any Retained Affiliate and, in each case, the Parent and the Seller shall pay (or cause to be paid), subject to the provisions of Section 8.02(c), all Taxes for such taxable periods within the time and manner prescribed by applicable Law.
(ii) Except for Tax Returns described in clause (i)(B) above and subject to the provisions of Section 8.01(a) and Section 8.02(c), with respect to Tax Returns for any Pre-Closing Taxable Periods that are due after the Closing Date (taking into account all extensions properly obtained), (A) prior to the Closing Date, the Seller and the Parent shall cause the Company and the Transferred Subsidiaries to commence preparing such Tax Returns within the time and substantially adhering to the schedule that the Company and the Transferred Subsidiaries have typically followed in having such Tax Returns prepared, and (B) after the Closing Date, subject to Section 8.02(b), the Acquiror shall cause the Company and the Transferred Subsidiaries to finalize and timely file such Tax Returns (taking into account all extensions properly obtained) and pay the Taxes due with such Tax Returns within the time and manner prescribed by applicable Law.
(iii) Except as provided in clause (i)(B) above and subject to the provisions of Section 8.01(a) and Section 8.02(c), with respect to any Tax Return for any Straddle Period, the Acquiror shall cause the Company and the Transferred Subsidiaries to prepare and timely file such Tax Returns (taking into account all extensions properly obtained) and pay the Taxes due with such Tax Returns within the time and manner prescribed by applicable Law.
(iv) With respect to all Tax Returns of the Company and the Transferred Subsidiaries that are required to be filed with the United States or any state or locality of the United States for taxable periods beginning on or before January 1, 2010, Parent shall permit and grant access to the Company and the Transferred Subsidiaries to use, and the Seller (prior to Closing) and the Acquiror (after Closing) shall cause the Company and the Transferred Subsidiaries to use, all of Parent’s licensed software and hardware (at no charge) for the purpose of preparing such Tax Returns (or, in the case of Tax Returns filed on a consolidated, unitary or combined basis with Parent, any affiliate of Parent, the Seller or any Retained Affiliate, the pro forma portion of such Tax Returns that relate solely to the Company or the Transferred Subsidiaries, as applicable), and Parent shall take all necessary actions to permit the Company and the Transferred Subsidiaries to use such licensed software and hardware during the Company’s and the Transferred Subsidiary’s normal business hours consistent with past practices and in a manner that will permit the Company and the Transferred Subsidiaries to comply with the requirements of Section 8.02, including Section 8.02(b)(iii).
(b) With respect to Tax Returns required to be prepared and filed (or caused to be prepared and filed) under Section 8.02:
(i) Except as required by applicable Law, a Determination, or otherwise inconsistent with any provision of this Agreement, such Tax Returns shall be prepared and filed in a manner consistent with past practices and no party shall take a position, seek a ruling, make an election or adopt a method that is or would be inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns; provided, however, that in no event shall the Parent, any Affiliate of the Parent, the Seller, any Retained Affiliate, the Company, or any Transferred Subsidiary take any position or prepare or file any Tax Return that is contrary to or inconsistent with the past practices of the Company or Transferred Subsidiaries, as relevant, regarding the matters subject to the indemnity provided in Section 8.07 except to the extent such position or preparation is (A) set forth in Section 6.01(z)(xix) of the Seller Disclosure Letter as of the date hereof, (B) otherwise mutually agreed to in writing by Parent and the Acquiror, (C) required to correct an immaterial mathematical or posting error with respect to Insurance Tax Reserves of the Company or any Transferred Subsidiary, or (D) required as a result of the resolution of the Japanese Contingency Reserve Matter.
(ii) With respect to any Tax Return described in Section 8.02(a)(i) that is required to be filed on or after the date hereof, within ten (10) Business Days after filing, the Seller shall submit to the Acquiror a copy of such Tax Return (and with respect to Tax Returns filed on a combined, consolidated, unitary or group basis that include the Parent, Seller or a Retained Affiliate, a pro forma copy of such Tax Return for Prethe Company or any Transferred Subsidiary that is included on such return).
(iii) With respect to Tax Returns required to be filed with respect to the Company or any Transferred Subsidiary described under Section 8.02(a)(i)(B) (to the extent filed after the Closing Date) and Section 8.02(a)(ii), the Acquiror shall cause the Company and the Transferred Subsidiaries to submit to the Seller a draft copy of such Tax Return (or with respect to a combined, consolidated, unitary or other group basis return, a pro forma copy of the Company’s or Transferred Subsidiary’s portion of such Tax Return) as soon as reasonably practical and no later than the number of Business Days prior to the due date for filing such Tax Return set forth below, in each case, unless commercially impractical or not possible. The number of Business Days prior to the due date for filing such Tax Returns referred to in the preceding sentence shall be (A) forty-Closing Taxable Periods five (but only 45) Business Days in the case of the U.S. federal income tax return of the Parent Group that includes the Company for the taxable period of the Company ending on November 30, 2009; (B) thirty (30) Business Days in the case of state, local or non-U.S. Tax Returns filed on a consolidated, unitary or combined basis with the Parent, the Seller or any Retained Affiliate, (C) thirty (30) Business Days in the case of U.S. federal, state or local Tax Returns of the Company not described in sub-clause (B) above for the taxable year beginning January 1, 2010 and for the U.K. corporate income tax return of the Company for any taxable period beginning on or before January 1, 2010, and (D) ten (10) Business Days in all other cases. With respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combineddescribed in Section 8.02(a)(ii), consolidated, unitary or similar basis with (y) the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns Acquiror shall be required to be filed separately make any changes required by the Company or any Transferred SubsidiarySeller to such Tax Return that are not contrary to the provisions of Section 8.02(b)(i) or Section 8.07 and, (iiz) the Seller and Parent each covenant that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to described in Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(108.02(a)(ii) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, true and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth correct in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely all material respects when filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 2 contracts
Sources: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Metlife Inc)
Tax Returns. (ai) In accordance with past practice (except Except as otherwise required by applicable Lawprovided in Section 7.8(b) above, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule)Company shall prepare and file, the Parent shall file or cause to be filed prepared and filed, when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due its subsidiaries on or before prior to the Closing Date (with respect to other Tax Returns)Date, and in each case the Parent Company shall remit timely remit, or cause to be remitted timely remitted, any Taxes due in respect of such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with past practice unless contrary to any applicable Legal Requirements. Notwithstanding anything in this Agreement to the contrary, no Company Stockholder (other than a duly authorized officer appointed by Parent or other duly authorized Representative of the Surviving Corporation or any of its subsidiaries, in his or her capacity as such) shall file any Tax Return after the Closing Date with respect to Company or any of its subsidiaries, or with respect to the business or assets of Company or any of its subsidiaries.
(bii) The Acquiror Parent shall file prepare and timely file, or cause to be filed prepared and timely filed, when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary of its subsidiaries after the Closing Date but which relate to taxable years or periods, or portions thereof, beginning before the Closing Date (provided, however, that are Parent shall not amend any such previously filed Tax Returns which Parent is Return, except as otherwise follows the procedures provided in this Section 7.8(c)(ii) or to the extent required to file or cause to be filed pursuant to Section 7.01(aby applicable Legal Requirements). The Acquiror shall prepare All such Tax Returns shall be prepared in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (practice, except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least Legal Requirements. Not later than thirty (30) days prior to the due date for filing of any such Tax Return (taking into account all any extensions properly obtained) for filing. The Acquiror thereof), Parent shall deliver provide the Stockholders’ Representative with a final copy (as filed) of such Tax Returns that are not Income Tax Returns Return for review and comment. With respect to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items item on any such Tax Return no later than twenty that would reasonably be expected to give rise to a claim for indemnification under this Agreement (20pursuant to Section 7.8(f) days after Acquiror or otherwise), Parent will agree to any reasonable changes proposed by the Stockholders’ Representative.
(iii) Parent shall promptly notify the Stockholders’ Representative in writing of the commencement of any audit or examination of any Tax Return of the Company for any taxable year or period ending on or prior to the Closing Date and any other proposed change or adjustment, claim, dispute, arbitration or litigation that, if sustained, would reasonably be expected to give rise to a claim for indemnification under this Agreement (pursuant to Section 7.8(f) or otherwise) (a “Tax Claim”). Such notice shall describe the asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any Taxing Authority in respect of any such asserted Tax Claim. The Stockholders’ Representative shall have delivered such the right to control any Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, Claims in the case of an Income Tax Returnaudit or examination stage; provided, no later than five (5) Business Days after however, that the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Stockholders’ Representative shall inform Parent of the relevant status and progress of such Tax Return. Ifaudit or examination and shall allow Parent and its representatives a reasonable opportunity to review and comment on any legal submissions prior to submission or other written legal responses in connection with such audit or examination; provided further, however, that Parent will have the parties are unable opportunity to resolve all participate in any such disagreements, any unresolved dispute shall be submitted audit or examination at its expense. If a Tax Claim relating solely to an Expert, selected pursuant a taxable year or period ending on or prior to the Expert Selection ProcessClosing Date is not settled at the Tax audit or examination stage, and the Stockholders’ Representative shall have the right to control any further contest of such Tax Claim and, if it exercises such right, shall bear the expenses relating thereto; provided, however, that Parent will have the opportunity to participate in any such contest at its expense. The Stockholders’ Representative may not settle any Tax Claim (either at the audit or examination stage or thereafter) without first obtaining Parent’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Lawcontrol any audit, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely fileexamination or proceeding, or cause to be timely filedportion thereof, each Tax Return described in that is not otherwise covered by this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return7.8(c)(iii).
Appears in 2 contracts
Sources: Merger Agreement (Gsi Commerce Inc), Merger Agreement (Gsi Commerce Inc)
Tax Returns. Except as set forth on Schedule 3.6,
(a) In accordance with past practice (except as otherwise required by applicable LawAs of the Closing Date, the Section 338(h)(10) Election Seller has duly, timely and accurately filed or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause caused to be duly, timely, and accurately filed when due (taking into account with the appropriate taxing jurisdictions, all extensions properly obtained) all Federal, state, local and foreign Tax Returns that are required to be filed, has timely paid or caused to be timely paid all Taxes as shown on such returns or on any assessment received by it to the extent that such Taxes have become due. All Tax Returns were correct and complete in all respects. The Seller is not the beneficiary of any extension of time within which to file any Tax Return. The Seller has not waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or penalty.
(b) No audits or other administrative or court proceedings are pending or proposed with respect to the Seller that relate to Taxes. The Seller has never been a party to any audit, administrative or court proceeding that relate to Taxes.
(c) No claim or assessment has been made by any taxing authority for unpaid Taxes against the Seller. There are no Tax Liens upon the assets of Seller, except for any Liens for personal property taxes not yet due and payable.
(d) All Taxes due and payable by Seller on or before the Closing Date, for which neither filing of Tax Returns nor notice of deficiency or assessment is required, have been paid.
(e) The Seller is not a party to or bound by (nor will it become a party to or bound by) any Tax indemnity, Tax sharing, or Tax allocation agreement of any kind. There are not outstanding powers of attorney executed on behalf of the Seller.
(f) The Seller has never been a member of an affiliated group of corporations within the meaning of IRC Section 1504.
(g) The Seller has not filed a consent pursuant to the collapsible corporation provisions of IRC Section 341(f) (or any corresponding provision of state or local law) or agreed to have IRC Section 341(f)(2) (or any corresponding provisions of state or local law) apply to any disposition of any asset owned by the Seller.
(h) The Seller has not agreed to make nor is it required to make any adjustment under IRC Section 481(a) by reason of a change in accounting method or otherwise.
(i) The Seller is not nor has ever been a United States real property holding company within the meaning of IRC Section 897.
(j) There is no contract, agreement, plan, or arrangement covering any employee or former employee of the Seller that, individually or collectively, would give rise to a payment that would not be deductible by reason of IRC Section 280G.
(k) Adequate accruals for Taxes have been made on the books of the Seller that will be reflected in the Seller's Financial Statements.
(l) All Taxes required to be withheld by or on behalf of the Seller or with respect to the Company business or assets thereof have been withheld, and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect such withheld taxes have either been duly and timely paid to the Company proper Governmental Authorities or any Transferred Subsidiary on a combinedset aside in accounts for such purpose or accrued, consolidated, unitary or similar basis with reserved against and entered upon the Parent or any Affiliate books of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect Seller. Notwithstanding anything to the Company or contrary contained above, adjustments in claimed Net Operating Loss amounts that do not result in an adverse cash impact on the Seller shall not constitute a breach of any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described representation made in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return3.6.
Appears in 2 contracts
Sources: Merger Agreement (TBM Holdings Inc), Agreement and Plan of Merger (TBM Holdings Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the The Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company Companies and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)Date, and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The , and the Acquiror shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the each Company or any and Transferred Subsidiary that are not Tax Returns which Parent is required to file and the Acquiror shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed or caused to be filed by the Parent or the Acquiror pursuant to the preceding sentence that relate to Pre-Closing Taxable Periods or Straddle Periods (x) to the extent permitted by Law, such Tax Returns shall be filed in a manner consistent with the last previous Tax Return relating to the same Taxes filed as of the date hereof, except to the extent failure to do so would not reasonably be expected to result, directly or indirectly, in a material cost to the other party and (y) such Tax Returns shall be submitted to the Parent or the Acquiror, as the case may be, not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 30 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Parent or the Acquiror, as the case may be, which approval may not be unreasonably withheld. The Parent or the Acquiror, as the case may be, shall pay the other or cause to be paid to the other the Taxes for which the Parent or the Acquiror, respectively, is liable pursuant to Section 7.01(a). The Acquiror shall prepare 7.01 but which are payable with any Tax Return to be filed or caused to be filed by the Parent, on the one hand, and Acquiror, on the other hand, pursuant to this Section 7.02(a) upon the written request of the Party entitled to payment, setting forth in reasonable detail the computation of the amount owed by the Parent, on the one hand, and the Acquiror, on the other hand, as the case may be, but in no event earlier than 10 days prior to the due date for paying such Tax Returns Taxes.
(b) Except in accordance with Section 7.03, none of the Parent, the Acquiror or any Affiliate of either shall (or shall cause or permit any Company or Transferred Subsidiary to) amend, re-file or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to any Company or Transferred Subsidiary with respect to any Pre-Closing Taxable Periods (or with respect to any Straddle Period) without the prior written consent of the Parent or the Acquiror, as the case may be, except to the extent such amendment, refiling, modification or grant is required by Law or would not reasonably be expected to result, directly or indirectly, in a material cost to the other party.
(c) In order to assist the Parent and its Affiliates in filing their Tax Returns, the Parent will deliver to the Acquiror a questionnaire in a form substantially similar to the form set forth on Section 7.02(c) of the Seller Disclosure Letter, and consistent with past practice of practice, the Company and the Transferred Subsidiaries will use their reasonable efforts promptly to complete such questionnaire (except as otherwise required by applicable Lawwhich for the avoidance of doubt will not include any information relating to periods after the Closing Date or any information related to the Section 338 elections described in Section 7.06(b)).
(d) The Parent hereby agrees and covenants to furnish to the Acquiror, prior to Closing, complete and accurate copies of all Internal Revenue Service Forms 5471, 8621, 8865 and 8858 filed within the last three years in respect of the Companies, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) Transferred Subsidiaries and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) investments held by any of such Tax Returns that are entities, which Forms have not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnbeen otherwise previously furnished.
Appears in 2 contracts
Sources: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Prudential Financial Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawSeller shall, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule)at Seller’s expense, the Parent shall prepare and timely file or shall cause to be prepared and timely filed when due (taking into account all extensions properly obtainedi) all any Tax Returns Return of a member of the Seller Group or of a consolidated, combined or unitary group that are includes any member of the Seller Group (or any Combined Tax Return) and (ii) any Tax Return (other than any Combined Tax Return) required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate member of the Parent (other than Commercial Air Group, in the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or case of this clause (ii) ), that are is due on or before the Closing Date (with respect to other taking into account any extensions). Except as required by Law, Purchaser shall not amend or revoke any Tax Returns), and Return described in each case the Parent immediately preceding sentence (or any notification or election relating thereto) without the prior written consent of Seller. Purchaser shall remit promptly provide (or cause to be remitted provided) to Seller any Taxes due information already in respect the possession of such the members of the Commercial Air Group or Purchaser reasonably requested by Seller to facilitate the preparation and filing of any Tax Returns.
Returns described in this Section 7.3(a), and Purchaser shall use commercially reasonable efforts to prepare (b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to prepared) such information in a manner and on a timeline requested by Seller, which information and timeline shall be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance consistent with the past practice of the Company relevant member of the Commercial Air Group.
(b) Except for any Tax Return required to be prepared by Seller pursuant to Section 7.3(a), Purchaser shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Transferred Subsidiaries members of the Commercial Air Group. In the case of any such Tax Return for a Pre-Closing Period or a Straddle Period (a “Purchaser Tax Return”), Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the relevant member of the Commercial Air Group except as may be otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and . Purchaser shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent Seller for its review review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least thirty twenty (3020) days prior to the due date thereof (taking into account all extensions properly obtainedany extensions). Seller shall provide any comments to Purchaser within ten (10) for filingdays of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller. The Acquiror Except as required by Law, Purchaser shall deliver not amend or revoke any such Purchaser Tax Returns (or any notification or election relating thereto) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).
(c) Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide any Person with any Tax Return or copy of any Tax Return of (i) any member of the Seller Group or (ii) a final copy consolidated, combined or unitary group that includes any member of the Seller Group (as filed) of or any Combined Tax Return), except, in each case such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied reasonably requested by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, Person in connection with the Acquiror and the Parent shall cooperate to resolve preparation of any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, any Tax audit or examination in the case of connection with an Income administrative or judicial proceeding involving a Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable authority relating to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnTaxes.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Cit Group Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Securityholders’ Representative shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries for (i) for Pre-Closing Taxable Tax Periods and (but only with ii) for the Pre-Closing Straddle Period, relating to Taxes based on or measured by income, receipts or profits earned during the Straddle Period, and Securityholders’ Representative shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)Company, and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror . Securityholders shall file or cause reimburse Parent for the Taxes for which Securityholders are liable pursuant to be filed when due all this Article VI but which are remitted in respect of any Tax Returns for Pre-Closing Taxable Periods that are required Return to be filed by or with respect Parent pursuant to this Section 6.3 upon the written request of Parent setting forth in reasonable detail the computation of the amount owed by Securityholders, but in no event earlier than twenty (20) days prior to the Company or any Transferred Subsidiary that are not due date for paying such Taxes. Disputes regarding such calculation shall be settled in the same manner as disputes regarding the Closing Statement in 2.16(c)(iii). All Tax Returns which Parent Securityholders’ Representative is required to file or cause to be filed pursuant to in accordance with this Section 7.01(a). The Acquiror 6.3 shall prepare be (a) prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance with prior periods (including, but not limited to, positions, elections or methods which would have the past practice effect of deferring income to taxable years or periods ending after the Company Closing Date or accelerating deductions to Pre-Closing Tax Periods), and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10b) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate submitted in draft form to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty twenty (3020) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax ReturnsReturn (including any applicable extensions) for Parent’s review and comment. In each case, Securityholders’ Representative shall revise the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such applicable Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, to address any comments of Parent shall pay that reflect changes to conform to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnabove requirements.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Quality Systems, Inc)
Tax Returns. (a) In accordance with past practice Seller shall prepare (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due prepared) in a manner consistent with past practices (taking into account all extensions properly obtainedi) all Tax Returns of the Acquired Companies for all Tax periods ending on or before the Closing Date that are required to be filed by or with respect to after the Company Closing Date, and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before all Tax Returns of the Closing Date (with respect to other Tax Returns)Acquired Companies for all Straddle Periods, and in each case the Parent Purchaser shall remit file (or cause to be remitted any Taxes due in respect of filed) all such Tax Returns.
. At least twenty (b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (3020) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by filing any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in Seller shall submit a copy of such Tax Return to Purchaser for Purchaser’s review and comment and shall make all reasonable revisions to such Tax Returns requested by Purchaser.
(b) Neither Purchaser nor any of its Affiliates (including after Closing, the case of an Income Acquired Companies) shall, without prior written consent by Seller, (i) amend (or cause to be amended) any Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent Return of the relevant Company for any Pre-Closing Tax Return. IfPeriod, however, the parties are unable (ii) make (or cause to resolve all such disagreements, be made) any unresolved dispute shall Tax election that has retroactive effect to any Pre-Closing Tax Period (or make (or cause to be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentencemade) the amount for which Parent is liable any election under Section 7.03(a338 of the Code (or any similar provision under state, local or foreign Law) of this Agreement with respect to the relevant Tax Return if Parent’s position acquisition of the Acquired Companies pursuant to this Agreement), (iii) initiate (or cause to be initiated) any voluntary disclosure or similar process with respect to the disputed item were adopted on such Company for a Pre-Closing Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable LawPeriod, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, (iv) extend or waive (or cause to be timely filed, each extended or waived) any statute of limitations or other period for the assessment of any Tax Return described in this Section 7.01(b) and shall timely payor deficiency related to a Pre-Closing Tax Period, or cause (v) take any action that could reasonably be expected to increase any Tax liability of Seller or any of their Affiliates, including for this purpose the Acquired Companies, in respect of any Pre-Closing Tax Period, in each case without the prior written consent of Seller, which consent shall not be timely paid, all Taxes payable with respect to each such Tax Returnunreasonably withheld.
Appears in 2 contracts
Sources: Stock Purchase Agreement (CAESARS ENTERTAINMENT Corp), Stock Purchase Agreement (Caesars Acquisition Co)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Cargill shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all tax returns that are required to be filed with respect to Cargill Retained Taxes and (y) all tax returns that are required to be filed by or with respect to each Contributed Subsidiary and each Subsidiary thereof, as the case may be, that are due on or before the Effective Date; in each case Cargill shall remit or cause to be remitted any taxes due in respect of such tax returns.
(ii) Newco shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns other tax returns that are required to be filed by or with respect to the Company each Contributed Subsidiary and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred each Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) thereof and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent Newco shall remit or cause to be remitted any Taxes taxes due in respect of such Tax Returnstax returns.
(biii) The Acquiror Cargill or Newco shall file reimburse the other party the taxes for which Cargill or cause Newco is liable pursuant to be filed when due all Tax Returns for Pre-Closing Taxable Periods that paragraph (a) of this Section 9.24 but which are required remitted in respect of any tax return to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed other party pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with this paragraph (b) upon the past practice written request of the Company and party entitled to reimbursement setting forth in detail the Transferred Subsidiaries (except computation of the amount owed by Cargill or Newco, as otherwise required by applicable Lawthe case may be, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) but in no event earlier than 10 days prior to the due date for paying such taxes. Except as may be required by Law and except for Cargill Retained Taxes, all tax returns which Cargill files or causes to be filed in accordance with this paragraph (taking into account all extensions properly obtainedb) for filing. The Acquiror shall deliver be prepared and filed in a final copy (as filed) of manner consistent with past practice and, on such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computationstax returns, no later than fifteen position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar tax returns in prior periods (15) days after filing such Tax Returns. In each caseincluding, but not limited to, positions, elections or methods which would have the Acquiror and the Parent shall cooperate effect of deferring income to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount periods for which Parent Newco is liable under Section 7.03(aparagraph (a)(ii) of this Agreement with respect Section 9.24 or accelerating deductions to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount periods for which Parent Cargill is liable under Section 7.03(aparagraph (a)(i) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return9.24).
Appears in 2 contracts
Sources: Merger Agreement (Mosaic Co), Merger Agreement (Imc Global Inc)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, Sellers shall have the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall exclusive obligation and authority to file or cause to be filed when all Tax Returns (A) that are required to be filed by the Sellers and/or its subsidiaries other than the Purchased Business Companies for all taxable periods, and (B) with respect to the Purchased Business Companies for all periods ending on or before the Closing Date. With respect to any Tax Return required to be filed with respect to a Purchased Business Company for a Straddle Period, Purchaser shall prepare the Tax Return and shall provide Sellers with a draft of any such Tax Return not less than 30 days prior to the due date for filing such Tax Return, and Sellers will provide Purchaser with its comments and proposed changes, if any, to such Tax Return not later than 15 days prior to such due date, and Sellers shall deliver to Purchaser any Pre-Closing Taxes set forth as due and payable on such Tax Return (taking into account reduced by all extensions properly obtainedpayments of such Taxes prior to the Closing Date and all payments of such Taxes by Sellers or their Affiliates following the Closing Date), and Purchaser or the Purchased Business Company shall cause such Tax Return to be filed as prepared by the Purchaser, and adjusted with appropriate changes recommended by Seller, if any, and shall pay (or cause to be paid) all Taxes set forth as due on such Tax Returns. Such Tax Returns shall be prepared in a manner consistent with past practices of the Purchased Business Companies unless otherwise required by Law.
(ii) Except as provided in (i) or elsewhere in this Section 5.17, Purchaser shall have the exclusive obligation and authority to file or cause to be filed all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax ReturnsPurchased Business Companies.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 2 contracts
Sources: Purchase Agreement (Dresser Inc), Purchase Agreement (Cooper Cameron Corp)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all Income Tax Returns required to be filed by or with respect to each Company for taxable years or periods ending on or before the Closing Date (including all Income Tax Returns required to be filed with respect to any of the Companies that for purposes of the relevant Income Tax Return is a disregarded entity or a partnership, in each case for taxable years or periods ending on or prior to the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to any of the Companies and due on or before the Closing Date, and in each case Parent shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns with respect to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period in each case that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)each Company, and in each case the Parent Buyer shall remit remit, or cause to be remitted remitted, any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause . With respect to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect Buyer pursuant to the Company preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries Straddle Period (I) except as otherwise required by applicable Lawlaw, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that relate is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of accelerating income to Income Taxes periods for which Parent is liable or deferring deductions to periods for which Buyer is liable) and (“Income II) such Tax Returns”) Returns shall be submitted to the Parent for its review at least thirty (30) not later than 30 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns that are (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not Income be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence. With respect to Tax Returns to the be filed by Parent for its reviewunder this SECTION 8.2(B)(I), accompanied except where required by any reasonably requested explanation and supporting computationslaw, no later than fifteen (15) days after filing such Tax Returns. In each caseReturns shall not be filed by Parent in a manner inconsistent with past practice, the Acquiror and the Parent shall cooperate to resolve not take any disagreements regarding the items on position, make any election, or adopt any method that is inconsistent with positions taken, elections made or methods used in prior periods in filing Tax Returns (including any such Tax Return no later than twenty (20) days after Acquiror shall position, election or a method which would have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay effect of accelerating deductions to the Acquiror the amount periods for which Parent is liable under Section 7.03(a) of this Agreement or deferring income to periods for which Buyer is liable), in each case, if doing so would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. Parent or Buyer shall pay the other party for the Taxes for which Parent or Buyer, respectively, is liable pursuant to SECTION 8.2(A) but which are payable with any Tax ReturnReturn to be filed by the other party pursuant to this SECTION 8.2(B) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Parent or Buyer, as the case of an Income Tax Returnmay be, but in no later event earlier than five (5) Business Days after 10 business days prior to the due date for filing paying such Income Taxes.
(ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit any Company to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return, and Return relating in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable whole or in part to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement Company with respect to any taxable year or period ending on or before the relevant Tax Return if Parent’s position Closing Date (or with respect to any Straddle Period) without the disputed item were adopted on such Tax Return. If prior written consent of Parent, which consent may be withheld in the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent sole discretion of Parent.
(iii) Buyer shall promptly pay cause each Company to prepare and provide to Parent a package of Tax information materials, including schedules and work papers (the "TAX PACKAGE"), reasonably required by Parent to enable Parent to prepare and file all Tax Returns required to be prepared and filed by it pursuant to SECTION 8.2(B)(I). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the Acquiror an amount method of cash equal to computation of separate taxable income or other relevant measure of income of such Company. Buyer shall cause the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause Tax Package to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause delivered to be timely paid, all Taxes payable with respect to each such Tax ReturnParent within 45 days after the Closing Date.
Appears in 1 contract
Tax Returns. Except as provided in Section 5.4(c),
(ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by taxable years or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other Tax Returns)Date, and in each case the Parent shall remit (or cause to be remitted remitted), subject to Section 8.1(b), any Taxes due in respect of such Tax Returns.
(bii) The Acquiror Purchaser shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company for taxable years or any Transferred Subsidiary that are not Tax Returns which Parent is required to file periods ending after the Closing Date, and Purchaser shall remit (or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare remitted) any Taxes due in respect of such Tax Returns in accordance Returns.
(iii) Any Tax Return required to be filed by Purchaser relating to any Straddle Period shall be submitted (with the past practice copies of the Company any relevant schedules, work papers and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”other documentation then available) to the Parent for its review at least thirty (30) Parent's approval not less than 30 days prior to the due date (taking into account all extensions properly obtained) Due Date for filing. The Acquiror shall deliver a final copy (as filed) the filing of such Tax Returns that are Return, which approval shall not Income Tax Returns be unreasonably withheld. Purchaser shall prepare or have the Company prepare such returns in accordance with past practice, if any, to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen extent permissible under applicable law.
(15iv) days after filing such Tax Returns. In each case, Upon the Acquiror and written request of Purchaser setting forth in reasonable detail the Parent shall cooperate to resolve any disagreements regarding computation of the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreementsamount owed, Parent shall pay to Purchaser, no later than two (2) Business Days prior to the Acquiror Due Date for the amount applicable Tax Return, the Taxes for which Parent is liable under pursuant to Section 7.03(a8.1(b)(ii) of this Agreement but which are payable with any Tax Return to be filed by Purchaser with respect to any Straddle Period.
(v) Within 120 days after the Closing Date, Purchaser shall cause the Company to prepare and provide to Parent a package of Tax information materials, including schedules and work papers, requested in writing by Parent to enable Parent to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 5.4(a)(i). Purchaser shall prepare such Tax Returnpackage in good faith in a manner consistent with Parent's past practice to the extent permissible under applicable law.
(vi) Parent may, in its sole and absolute discretion, amend any Tax Return filed or required to be filed for any taxable years or periods ending on or before the case of an Income Tax ReturnClosing Date, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the provided Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, indemnifies Purchaser and the Parent Company against any Taxes attributable to any taxable year or period that results from such amendment and provided that any amendment shall pay to Acquiror (pursuant to not increase the same schedule Incremental Tax Cost as set forth defined in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return5.4(j).
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except Except as otherwise required by applicable Law, the provided in Section 338(h)(105.4(a):
(i) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall prepare and file (or cause to be filed when due prepared and filed) (taking into account all extensions properly obtainedA) all Tax Returns that are of the Acquired Companies required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) Acquired Companies for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due taxable periods ending on or before the Closing Date that are due after the Closing Date, and (with respect to other B) all consolidated, combined, or unitary group Tax ReturnsReturns that include any Acquired Company for any taxable periods ending on or before the Closing Date. In the case of Tax Returns described in clause (A), the applicable Acquired Company shall timely remit to the tax authority any Taxes due in respect of such Tax Returns and Seller shall timely reimburse Purchaser for any Taxes due in each respect of such Tax Returns in excess of such Taxes that were reflected, accrued or reserved for on the Purchaser Closing Statement (as finally determined) to the extent such Taxes resulted in a reduction to the Purchase Price pursuant to ARTICLE II. In the case the Parent of Tax Returns described in clause (B), Seller shall remit or cause to be remitted the tax authority any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare All such Tax Returns shall be prepared in accordance a manner consistent with the past prior practice of the Company Acquired Companies and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the Transferred Subsidiaries (except as effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), in each case, unless otherwise required by a change in applicable LawLaw occurring after the date hereof or as expressly stated in this Agreement. Seller shall provide Purchaser with drafts of each such Tax Return (or, in the Section 338(h)(10case of any Tax Return relating to a consolidated, combined or unitary group that includes one or more of the Acquired Companies, stand-alone pro forma Tax Returns of the applicable Acquired Companies) Election (and excluding any informational tax returns such as Form W-2, Form 1099, or similar) for Purchaser’s review and comment at least twenty (20) days (or in the final Section 338 Allocation Schedulecase of non-income Tax Returns, ten (10) and days prior) to the due date for filing such Tax Return (including any applicable extensions). Seller shall deliver consider in good faith any reasonable comments to such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review made in writing by Purchaser at least thirty five (305) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax ReturnsReturn.
(ii) Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns of the Acquired Companies for any Straddle Periods. In Purchaser shall provide drafts of each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than to Seller for Seller’s review and comment at least twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements (or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income non-income Tax ReturnReturns, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.ten
Appears in 1 contract
Sources: Stock Purchase Agreement
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns Group that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the are first due date (taking into account all extensions properly obtained) after the Closing Date and that relate in whole or in part to a Pre-Closing Tax Period (each, a “Parent Prepared Return”), and Parent shall timely remit or cause to be timely remitted any Taxes due in respect of such Parent Prepared Returns. To the extent any Parent Prepared Return relates in whole or part to a Pre-Closing Tax Period, each such Parent Prepared Return shall (i) be prepared in a manner consistent with the past practice of the Company Group unless otherwise required by applicable Law, (ii) include all Transaction Deductions on the income Tax Return of the Company for filing. The Acquiror shall deliver the taxable period that includes the Closing Date to the extent permitted by applicable Law, and (iii) be prepared in a manner consistent with the Intended Tax-Free Treatment, unless otherwise required by a final copy (as filed) “determination” by a Governmental Authority. In the event that any item reflected on any Parent Prepared Return could reasonably be expected to increase the amount of Taxes included in Company Debt or Company Transaction Expenses or result in a claim for offset pursuant to Article VII, Parent will submit such Tax Returns that are not Income Tax Returns Parent Prepared Return to the Parent Representative for its review, accompanied by any reasonably requested explanation review and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than comment at least twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay prior to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax ReturnParent Prepared Return (or, if such due date is within sixty (60) days following the Closing Date, as promptly as practicable following the Closing Date), and in other cases, no later than twenty-five (25) Business Days after receipt shall incorporate any reasonable comments made by the Representative prior to filing such Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Prepared Return.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawGoodyear shall prepare, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be prepared, at its sole expense, any income Tax Returns that are required under applicable Law to be filed when due by or with respect to either Transferred Entity for any Pre-Closing Tax Period (taking into account other than Straddle Periods) (a “Goodyear Prepared Tax Return”). SRI shall prepare, or shall cause to be prepared, all extensions properly obtainedother Tax Returns (other than Goodyear Prepared Tax Returns) all that are required to be filed after the Closing by or with respect to the Transferred Assets or either Transferred Entity for any taxable period (including, for the avoidance of doubt, any income Tax Returns that are required to be filed by or with respect to either Transferred Entity for any Straddle Period) (an “SRI Prepared Tax Return”). The appropriate preparing Party for a Goodyear Prepared Tax Return or SRI Prepared Tax Return, as the Company and the Transferred Subsidiaries case may be, shall (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit prepare or cause to be remitted any Taxes due in respect of prepared such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods Return in a manner that are required to be filed by or is consistent with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent past practice, unless a different treatment is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable LawLaw and (ii) in the case of a Goodyear Prepared Tax Return or SRI Prepared Tax Return that is an income Tax Return and that shows an amount of Excluded Taxes due and owing thereon that is the responsibility of the Goodyear Indemnifying Parties under Section 7.2(d), the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any provide a copy of such income Tax Returns that relate to Income Taxes (“Income Tax Returns”) Return to the Parent for its review other Party at least thirty twenty (3020) days prior to the due date (taking into account all including extensions properly validly obtained) for filingthe filing of any such income Tax Return for the non-preparing Party’s review, comment, and approval (which approval shall not be unreasonably withheld, conditioned or delayed). The Acquiror shall deliver Party that is required by applicable Law to file a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Goodyear Prepared Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such SRI Prepared Tax Return, in as the case of an Income Tax Returnmay be, no later than five (5) Business Days after the due date for filing such Income Tax Returnshall execute, or cause to be executed, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each any such Tax Return. Notwithstanding anything herein to the contrary, (A) the Parties shall not be required to provide the other Party with a copy of, or otherwise disclose the contents of, any affiliated, combined, consolidated, unitary or similar Tax Return that includes such Party or any of its Affiliates (other than the Transferred Entities) and (B) the amount of Taxes shown as due and owing on any SRI Prepared Tax Return that is not reviewed by Goodyear pursuant to this Section 4.15(a) shall not be dispositive of the amount of Excluded Taxes that are the responsibility of the of the Goodyear Indemnifying Parties under Section 7.2(d).
Appears in 1 contract
Sources: Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Tax Returns. (a) In accordance with past practice (except Except as otherwise required by applicable Law, the provided in Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule4.12(a), the Parent Caliper shall accurately prepare and timely file (or cause to be filed when due (taking into account all extensions properly obtainedso prepared and filed) all Tax Returns that are required to be filed by and other documentation of or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods Tax Periods, and Taconic shall accurately prepare and timely file (but only with respect or cause to be so prepared and filed) all other Tax Returns required to be filed by and other documentation of or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause Return that relates to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Taxes, a “Pre-Closing Tax Return”). All Pre-Closing Tax Returns which Parent is required to file or cause to shall be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns prepared in accordance a manner consistent with the past prior practice of the Company and the Transferred Subsidiaries (except as unless otherwise required by applicable Law. Upon Caliper’s request, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and Taconic shall deliver any such provide each Pre-Closing Tax Returns Return that relate it prepares to Income Taxes (“Income Tax Returns”) to the Parent for its review Caliper at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after prior to filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Pre-Closing Tax Return no later than twenty for its review and comment. All Pre-Closing Taxes relating to each Pre-Closing Tax Return (20) days after Acquiror shall have delivered whether or not shown on such Pre-Closing Tax Return. If ) shall be the parties resolve all disagreements or responsibility of, and a liability, subject to indemnification pursuant to Article 6, of Caliper, except that Taconic shall be responsible for and pay such Taxes Portions of this Exhibit were omitted and have no disagreements, Parent shall pay been filed separately with the Secretary of the Commission pursuant to the Acquiror the amount for which Parent is liable Registrant’s application requesting confidential treatment under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent Rule 24b-2 of the relevant Tax ReturnSecurities Exchange Act of 1934, as amended. Ifto the extent that liability for such Taxes entered into the computation of the Post-Closing Adjustment Payment pursuant to Section 1.6. Taconic shall be responsible for and pay all Taxes of the Company other than Pre-Closing Taxes, provided, however, (i) that Taconic may apply without reimbursement any and all Tax attributes to offset or reduce the parties are unable to resolve all amount of any such disagreementsTaxes including without limitation, any unresolved dispute shall be submitted to an Expertestimated taxes, selected pursuant to the Expert Selection Processnet operating losses, prepaid amounts, and Tax credits, whether accruing before or after the Parent Closing Date and (ii) Taconic shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount not be responsible for any Taxes for which Parent is liable it has a claim for indemnification from Caliper under Section 7.03(a) Article 6 of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnAgreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Caliper Life Sciences Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall file or cause to be filed when due (taking into account all extensions properly obtained) Tax Returns that are required to be filed by or with respect to any of the Companies or any of their Subsidiaries for taxable years or periods ending on or before the Closing Date and shall pay any Taxes due in respect of such Tax Returns. Buyer shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company Companies or any Transferred Subsidiary on a combined, consolidated, unitary of their respective Subsidiaries for taxable years or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before periods ending after the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause . With respect to be filed when due all any Tax Returns for Pre-Closing Taxable Periods that are Return required to be filed by Buyer or Seller with respect to the Company and Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 5.1(a) or any Transferred Subsidiary (b) hereof, the filing party shall provide the other party with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that are not Tax Returns which Parent is required allocable to file or cause to be filed such other party pursuant to the principles of this Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance 5.1, together with the past practice of the Company appropriate supporting information and the Transferred Subsidiaries (except as otherwise required by applicable Lawschedules, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days 20 Business Days prior to the due date (taking into account all extensions properly obtainedincluding any extension thereof) for filing. The Acquiror shall deliver a final copy (as filed) the filing of such Tax Returns that are not Income Tax Returns Return (or in any event as soon as practicable) and such other party shall have the right to the Parent for its review, accompanied by any reasonably requested explanation review and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items comment on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered and statement prior to the filing of such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent Returns of the relevant Tax Return. If, however, Companies and their Subsidiaries not yet filed for any taxable period that begins on or before the parties are unable to resolve all such disagreements, any unresolved dispute Closing Date shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth prepared in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement a manner consistent with past practices employed with respect to the relevant Tax Return if Parent’s position with respect Companies and their Subsidiaries, except (x) to the disputed item were adopted on such Tax Return. If extent counsel for the Expert subsequently filing party determines there is no reasonable basis in law therefor, (y) to the extent there would be no material adverse consequences to the non-filing party or its Affiliates, or (z) in the case that the Acquiror’s position “is more likely than filing party obtains the non- filing party's prior written consent (which consent shall not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount be unreasonably withheld or delayed). Payment by Buyer and Seller of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.any amounts due
Appears in 1 contract
Tax Returns. (a) In accordance with past practice E▇▇▇▇▇▇ shall have the right to prepare (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due prepared) (taking into account all extensions properly obtainedi) any combined, consolidated, affiliated, unitary or similar Tax Returns that include E▇▇▇▇▇▇ or any of its Affiliates (other than the Emerald Entities), on the one hand, and any of the Emerald Entities, on the other hand (the “E▇▇▇▇▇▇ Consolidated Tax Returns”) and (ii) all Tax Returns that are (other than E▇▇▇▇▇▇ Consolidated Tax Returns) of the Emerald Entities either (A) required to be filed by on or prior to the Closing Date or (B) solely with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to income Tax Returns required to be filed by or with in respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due taxable periods ending on or before the Closing Date and required to be filed after the Closing Date (with respect to other the “Emerald Separate Tax Returns” and collectively with the E▇▇▇▇▇▇ Consolidated Tax Returns, the “E▇▇▇▇▇▇ Prepared Tax Returns”), and in each case the Parent . E▇▇▇▇▇▇ shall remit timely file or cause to be remitted timely filed any Emerald Separate Tax Return that is required to be filed on or prior to the Closing Date and shall pay (or cause to be paid) any Taxes shown as due in respect of and payable on such Tax ReturnsReturn.
(b) The Acquiror Each Emerald Separate Tax Return shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns prepared in accordance a manner consistent with the past practice practices of the Company E▇▇▇▇▇▇ and the Transferred Subsidiaries (Emerald Entities, except as otherwise required by applicable LawApplicable Law or as otherwise provided herein or JV NewCo LP Agreement and JV NewCo GP LLC Agreement. In the case of any Emerald Separate Tax Return that is required to be filed after the Closing Date, the Section 338(h)(10) Election E▇▇▇▇▇▇ shall deliver, or the final Section 338 Allocation Schedule) and shall deliver any cause to be delivered, to Ruby such Emerald Separate Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review Return at least thirty (30) days prior to the due date for filing such Tax Return (taking into account all extensions properly obtainedany extensions) (or, if such deadline is not reasonably practical considering the relevant Tax Return, as soon as reasonably practical) for filing. The Acquiror R▇▇▇’s review, and E▇▇▇▇▇▇ shall deliver a final copy (as filed) of consider in good faith any comments on such Tax Return timely provided by R▇▇▇; provided that E▇▇▇▇▇▇ shall reflect any reasonable comments timely provided by R▇▇▇ to the extent such comments relate to any Post-Closing Tax Period or would reasonably be expected to adversely affect Ruby or any Emerald Entity in any Post-Closing Tax Period.
(c) JV NewCo shall prepare or cause to be prepared all Tax Returns of the Emerald Entities that include a Pre-Closing Tax Period (including any Tax Returns for a Straddle Period) and that are not Income E▇▇▇▇▇▇ Prepared Tax Returns (each a “JV NewCo Prepared Tax Return”) and shall do so in a manner consistent with the JV NewCo LP Agreement and JV NewCo GP LLC Agreement. All JV NewCo Prepared Tax Returns shall to the Parent extent relevant to determining any liability for its reviewwhich E▇▇▇▇▇▇ is responsible pursuant to Section 6.06(a) or any liability under Section 2.16, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, be prepared in a manner consistent with the Acquiror past practices of E▇▇▇▇▇▇ and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements Emerald Entities or have no disagreementsas otherwise provided herein, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Returnor, in the case absence of past practices or if the JV NewCo LP Agreement or the JV NewCo GP LLC Agreement provides for an Income express agreement to the take an alternative position, pursuant to the JV NewCo LP Agreement or the JV NewCo GP LLC Agreement, except as otherwise required by Applicable Law. JV NewCo shall deliver, or cause to be delivered, to E▇▇▇▇▇▇ all JV NewCo Prepared Tax Return, no later than five Returns at least thirty (530) Business Days after days prior to the due date for filing such Income Tax ReturnReturns (taking into account any extensions) (or, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of if such deadline is not reasonably practical considering the relevant Tax Return. If, howeveras soon as reasonably practical) for E▇▇▇▇▇▇’▇ review and approval (not to be unreasonably withheld, conditioned or delayed) (in the parties are unable to resolve all such disagreementscase of a Tax Return for a Straddle Period, any unresolved dispute shall be submitted to an Expert, selected pursuant solely to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant extent related to the same schedule Pre-Closing Tax period or as set forth would reasonably be expected to adversely impact E▇▇▇▇▇▇ or its Affiliates other than the Emerald Entities). Notwithstanding anything in this Agreement to the previous sentence) the amount contrary, JV NewCo, Alliance Compressors, LLC and any other Emerald Entity classified as a partnership for which Parent is liable U.S. federal income tax purposes shall make and/or maintain an election under Section 7.03(a) 754 of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to Code for the disputed item were adopted on taxable year of JV NewCo or such Tax Return. If Emerald Entity that includes the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnClosing Date.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except Except as otherwise required by applicable Law, the Section 338(h)(10provided in this SECTION 7.4:
(i) Election or the final Section 338(h)(10) Allocation Schedule), the Parent The Stockholders shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by taxable years or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit (or cause to be remitted remitted), any Taxes due in respect of such Tax Returns. Purchaser shall pay to the Stockholders the Excluded Taxes (as hereinafter defined) which are payable with any such Return upon the written request of the Stockholders, setting forth in detail the computation consistent with past practices of the amount owed no later than two days prior to the date such Return is due to be filed, taking into account any valid extensions (the "DUE DATE").
(bii) The Acquiror Purchaser shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date, provided that any Transferred Subsidiary that are not Tax Returns which Parent is required to file Straddle Period Return be filed consistent with past practices, and Purchaser shall remit (or cause to be remitted) any Taxes due in respect of such Returns.
(1) Any Return required to be filed pursuant by Purchaser relating to Section 7.01(a). The Acquiror any taxable year or period beginning on or before and ending after the Closing Date (the "STRADDLE PERIOD") shall prepare such Tax Returns in accordance be submitted (with the past practice copies of the Company any relevant schedules, work papers and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”other documentation then available) to the Parent Stockholders for its review at least thirty (30) their approval not less than 30 days prior to the due date (taking into account all extensions properly obtained) Due Date for filing. The Acquiror shall deliver a final copy (as filed) the filing of such Tax Returns that Return, which approval shall not be unreasonably withheld.
(2) The Stockholders shall pay to Purchaser the Taxes for which the Stockholders are not Income Tax Returns liable (pursuant to SECTION 7.4.4) but which are payable with any Return to be filed by Purchaser with respect to any Straddle Period upon the Parent for its reviewwritten request of Purchaser, accompanied by any reasonably requested explanation and supporting computationssetting forth in detail the computation of the amount owed, no later than fifteen (15) two days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay prior to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnDue Date.
Appears in 1 contract
Sources: Shareholder Agreement (Karan Donna)
Tax Returns. Except as provided in Section 9.13,
(ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate each of the Parent Bison Subsidiaries (other than Permali do Brasil Industria e Comercio Ltda. ("Permali"), ▇▇▇▇▇▇▇ Project S.A. ("▇▇▇▇▇▇▇"), Plascar, and TATB, collectively, the Company "Brazilian Entities") for taxable years or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other Tax Returns)Date, and in each case the Parent shall remit (or cause to be remitted remitted) any Taxes due in respect of such Tax Returns.
(bii) The Acquiror Parent shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to each of the Company or any Transferred Subsidiary Brazilian Entities that are not due on or before the Closing Date, and Parent shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns which Parent is required to Returns.
(iii) Holdings shall file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such when due all Tax Returns that relate are required to Income be filed by or with respect to each of the Brazilian Entities that are due after the Closing Date with respect to taxable years or periods ending on or before the Closing Date or Straddle Periods, and Holdings shall remit (or cause to be remitted) any Taxes (“Income due in respect of such Tax Returns”.
(iv) Holdings shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to each of the Bison Subsidiaries (other than the Brazilian Entities and THI and its Subsidiaries) for taxable years or periods ending after the Closing Date, and Holdings shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns.
(v) Any Tax Return required to be filed by Holdings relating to any Straddle Period shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Parent for its review at least thirty (30) Parent's approval not less than 45 days prior to the due date (taking into account all extensions properly obtainedincluding extensions) for filing. The Acquiror shall deliver a final copy (as filed) the filing of such Tax Returns that are Return, which approval shall not Income Tax Returns be unreasonably withheld, conditioned or delayed. Parent shall have the option of providing to Holdings, at any time at least 30 days prior to the due date, written instructions as to how Parent for its reviewwants any, accompanied by any reasonably requested explanation and supporting computationsor all, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding of the items for which it may be liable reflected on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If Holdings shall, in preparing such return, cause the parties resolve all disagreements items for which Parent is liable hereunder to be reflected in accordance with Parent's instructions (unless, in the opinion of nationally recognized tax advisor to Holdings, complying with Parent's instructions would likely subject Holdings to any criminal penalty or have no disagreementsto one or more civil penalties under Sections 6662 through 6664 of the Code or similar provisions of applicable state, local or foreign laws) and, in the absence of having received such instructions, in accordance with past practice, if any, to the extent permissible under applicable Law.
(vi) Upon the written request of Holdings setting forth in detail the computation of the amount owed, Parent shall pay to Holdings, no later than 2 days prior to the Acquiror due date for the amount applicable Tax Return, the Taxes for which Parent is liable under pursuant to Section 7.03(a5.8(b) of this Agreement but which are payable with any Tax Return to be filed by Holdings with respect to such Tax Return, in the case of an Income Tax Return, no later than five any Straddle Period.
(5vii) Business Days Within 120 days after the due date for filing such Income Tax ReturnClosing Date, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent Holdings shall cause each of the relevant Bison Subsidiaries (other than THI and its Subsidiaries) to prepare and provide to Parent a package of Tax Return. Ifinformation materials, however, the parties are unable including schedules and work papers required by Parent to resolve enable Parent to prepare and file all such disagreements, any unresolved dispute shall Tax Returns required to be submitted to an Expert, selected prepared and filed by it pursuant to the Expert Selection Process, and the Section 5.8(a)(i). Holdings shall prepare such package in good faith in a manner substantially consistent with Parent's past practice.
(viii) Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant may amend any Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, filed or cause required to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, filed by or cause to be timely paid, all Taxes payable with respect to each of the Bison Subsidiaries (other than the Brazilian Entities) for any taxable years or periods ending on or before the Closing Date; provided, that no such amendment shall be permitted if it would result in any Tax ReturnDetriment to any Bison Subsidiary after the Closing.
Appears in 1 contract
Sources: Purchase Agreement (Textron Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall Hanc▇▇▇ ▇▇▇ll file or cause to be filed when due (taking into account all extensions properly obtained) all income Tax Returns that are required to be filed by of any Combined Group for taxable years or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror . Newco shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed after the Closing Date by or with respect to the Company and each of its Subsidiaries (other than the income Tax Returns of any Combined Group) for periods including the Closing Date and shall remit or cause to be remitted any Transferred Subsidiary that Taxes due in respect of such Tax Returns. Hanc▇▇▇ ▇▇ Newco shall pay the other party for the Taxes for which Hanc▇▇▇ ▇▇ Newco, respectively, is liable pursuant to Section 4 of this Agreement but which are not payable with any Tax Return to be filed by the other party pursuant to this Section 5(a) in accordance with the provisions of Section 4(c) hereof regarding Tax Returns for the Combined Group of which Hanc▇▇▇ ▇▇ a member for the Stub Period. All Tax Returns which Parent is Newco and Hanc▇▇▇ ▇▇▇ required to file or cause to be filed pursuant to in accordance with this Section 7.01(a). The Acquiror 5(a) shall prepare be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, elections made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance prior periods.
(b) Neither Hanc▇▇▇ ▇▇▇ any Affiliate thereof, shall amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company or any Subsidiary with respect to any taxable year or period ending on or before Closing Date without the past practice prior written consent of Newco, which consent may not be unreasonably withheld.
(c) Newco shall cause the Company and the Transferred each of its Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) to prepare and shall deliver any such Tax Returns that relate provide to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) Hanc▇▇▇ ▇▇ later than 20 days prior to the due date of the applicable Tax Returns, giving regard to extensions, a package of Tax information materials, including, without limitation, schedules and work papers (taking into account the "TAX PACKAGE") required by Hanc▇▇▇ ▇▇ enable Hanc▇▇▇ ▇▇ prepare and file all extensions properly obtained) for filingTax Returns required to be prepared and filed by it pursuant to Section 5(a). The Acquiror Tax Package shall deliver a final copy (be completed in accordance with past practice, including past practice as filed) of to providing such Tax Returns that are not Income Tax Returns information and as to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements method of computation of separate taxable income or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) other relevant measure of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent income of the Company. Hanc▇▇▇ ▇▇▇ll use the Tax Package in preparing all relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnreturns.
Appears in 1 contract
Sources: Tax Matters Agreement (Freedom Securiteis Corp /De/)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent The Selling Parties shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred or its Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by taxable years or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent Selling Parties shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror . Buyer shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date (including any Transferred Subsidiary that Straddle Period) and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. The Selling Parties shall reimburse Buyer for the Taxes for which the Selling Parties are not liable pursuant to paragraph Section 7.1(a)(i) but which are remitted in respect of any Tax Return to be filed Buyer pursuant to this Section 7.1(b) upon the written request of Buyer setting forth in detail the computation of the amount owed by the Selling Parties. In no event shall the foregoing reimbursement obligations be limited in any way by the limitations set forth in Article VIII. All Tax Returns which Parent is the Selling Parties are required to file or cause to be filed pursuant to in accordance with this Section 7.01(a). The Acquiror 7.1(b) shall prepare be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnperiods.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice The parties agree that, as a result of the transactions contemplated by this Agreement, (except as otherwise i) the taxable year of the LLC shall terminate pursuant to Code Section 708(b)(1)(B) for federal and, unless required by applicable LawTax law, any applicable state and local income Tax purposes as of the close of business on the Closing Date, (ii) the Corporation and ADCC will become members of the Purchaser’s consolidated group and, accordingly, the taxable year of the Corporation will terminate pursuant to Treasury Regulations Section 338(h)(101.1502-76(b)(1)(ii)(A) Election or for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the final close of business on the Closing Date, (iii) the taxable year of ADCC shall terminate pursuant to Code Section 338(h)(101362(d)(2) Allocation Scheduleand Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(2) for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the close of business on the day before the Closing Date, and (iv) in determining the taxable income of ADCC for its taxable year ending as of the close of business on the day before the Closing Date, a “closing of the books” method will apply pursuant to Code Section 1362(e)(6)(D), the Parent . The Equityholders’ Representative shall prepare and timely file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns of the Acquired Companies and their Subsidiaries for income, gross receipts and similar Taxes (including any business, professional and occupational license Taxes or similar Taxes) that are required to be filed by or with respect to the Company Acquired Companies and the Transferred each of their Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to all Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before prior to the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for “Pre-Closing Taxable Periods that Tax Period”) which are required to be filed by or with respect to after the Company or any Transferred Subsidiary that are not Closing Date. Such Tax Returns which Parent is required to file or cause to shall be filed pursuant to Section 7.01(a). The Acquiror shall prepare prepared by treating items on such Tax Returns in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement practices with respect to such items, unless otherwise required by Applicable Law. The Equityholders’ Representatives shall cause the LLC to make an election under Code Section 754 for its taxable year ending on the Closing Date. The Equityholders’ Representative shall provide Purchaser with reasonable opportunity to review and comment on each such Tax ReturnReturn for which the Equityholders’ Representative bears preparation responsibility in accordance with this
(a) prior to filing, in and shall make changes to such Tax Returns reasonably requested by Purchaser to ensure that such Tax Returns are consistent with the case terms of an Income Tax Returnthis Agreement. With respect to the Corporation, no later (i) Purchaser shall be entitled to recover from the Sellers, not less than five (5) Business Days after prior to the due date for filing of any such Income Pre-Closing Tax Period Tax Return, an amount equal to the Taxes required to be paid in connection with such Tax Returns, less the amount of estimated Taxes previously paid by the Corporation and reflected as a credit on such Tax Returns, and (ii) Purchaser shall cause the Corporation to issue a check for payment for all Taxes shown on such Pre-Closing Tax Period Tax Return to be attached to the Pre-Closing Tax Period Tax Return filed by the Equityholders’ Representative. If the amount of estimated Taxes previously paid by the Corporation and reflected as a credit on such Tax Returns exceeds the amount of Taxes required to be paid in other casesconnection with such Tax Returns, then Purchaser shall pay such excess to the Sellers no later than twenty-the date that is five (255) Business Days after following the receipt of such excess from the applicable Governmental Entity; provided that Purchaser and the Sellers agree that the Corporation will request a refund of any such excess and the Corporation will not apply any such excess as a credit in respect of any subsequent Tax period or other Tax. The Sellers and the Corporation shall include income, gain, loss, deduction or other Tax items for Pre-Closing Tax Periods of the LLC on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Parent LLC to them for such periods. Any amended Tax Return of the relevant Acquired Companies or their Subsidiaries or claim for Tax Return. Ifrefund on behalf of the Acquired Companies or their Subsidiaries for any Pre-Closing Tax Period shall be filed, howeveror caused to be filed, only by the parties are unable to resolve all such disagreementsEquityholders’ Representative.
(b) Purchaser shall prepare and file, when due, any unresolved dispute shall Tax Returns of the Acquired Companies and their Subsidiaries for Tax periods which begin on or before the Closing Date and end after the Closing Date, and all Tax Returns of the Acquired Companies and their Subsidiaries for the Pre-Closing Tax Period, not otherwise required to be submitted to an Expert, selected prepared by the Equityholders’ Representative pursuant to Section 8.1(a). To the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on extent such Tax Return. If Returns relate to a Pre-Closing Tax Period or to a Straddle Period, Purchaser shall provide the Expert subsequently determines that the Acquiror’s position “is more likely than not Equityholders’ Representative with reasonable opportunity to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) review and shall timely pay, or cause to be timely paid, all Taxes payable with respect to comment on each such Tax ReturnReturn prior to filing. The Corporation shall include income, gain, loss, deduction or other Tax items for Straddle Periods of the Corporation on its Tax Returns in a manner consistent with the Schedule K-1 furnished by the LLC to the Corporation in respect of the pre-Closing portion of such Straddle Period.
Appears in 1 contract
Sources: Equity Purchase Agreement
Tax Returns. (ai) In accordance Carrier shall timely prepare and file, or cause to be timely prepared and filed all Tax Returns of the Company and all Tax Returns required to be filed with respect to the assets or activities of the Company for all taxable periods that end on or before the Closing Date, and, with respect to such Tax Returns of the Company, in a manner consistent with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company laws and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare except insofar as such Tax Returns apply to transactions described in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver this Agreement. With respect to any such Tax Returns Return that relate is an income Tax Return and that is filed after the Closing Date, Carrier shall furnish such Tax Return to Income Taxes (“Income Tax Returns”) to the Parent Watsco for its Watsco’s review and comment at least thirty (30) days prior to the due date for filing such Tax Return, including extensions, and Carrier agrees to consider Watsco’s comments in good faith. With respect to a state partnership income Tax Return for the Company for the period ending on the Closing Date (taking into account all extensions properly obtained) for filingif such a Tax Return is required to be filed), Carrier shall not file such Tax Return without the prior written consent of Watsco, which consent shall not be unreasonably withheld, provided that such consent shall only be required with respect to making an equivalent state election referred to in Section 754 of the Code, and the application of the adjustment to the basis of the Company’s property pursuant to Section 743 of the Code. The Acquiror shall deliver Except to the extent otherwise required pursuant to a final copy (Determination and except as filed) of provided in this Section 11.01(f)(i), such Tax Returns shall not be amended without the prior written consent of Carrier, which consent shall not be unreasonably withheld, provided that are not Income Carrier may amend such Tax Returns (or cause them to be amended) if such amended Tax Returns are prepared and filed in a manner consistent with past practice for the entity to which such Tax Returns relate except as otherwise required by applicable laws or insofar as such Tax Returns apply to transactions described in this Agreement (“Past Practice”) and, to the Parent for its reviewextent such Tax Returns apply to or reflect the transactions described in this Agreement, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen consistently with this Agreement (15including the Final Allocation). Carrier shall furnish such amended Tax Return to Watsco at least thirty (30) days after prior to the filing of such amended Tax ReturnsReturn. In each case, the Acquiror and the Parent If Watsco shall cooperate to resolve any disagreements regarding the items on any disagree that such amended Tax Return no later than twenty is prepared in a manner consistent with Past Practice or, if applicable, with this Agreement (20including the Final Allocation), Watsco shall inform Carrier of such disagreement within seven (7) days after Acquiror shall have delivered of Watsco’s receipt of such amended Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties Parties are unable to resolve all such disagreementsdisagreement within seven (7) days of Watsco’s notification of disagreement to Carrier, any unresolved dispute the determination of whether the amended Tax Return is prepared and filed in a manner consistent with Past Practice or, if applicable, with this Agreement (including the Final Allocation) shall be submitted to an Expert, made by a nationally recognized firm of independent certified public accountants mutually selected pursuant to by the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax ReturnParties. If the Expert subsequently determines that Parties are unable to agree upon a nationally recognized firm of independent certified public accountants, then within twenty-one (21) days after Watsco’s receipt of such amended Tax Return, either Watsco or Carrier may request the Acquiror’s position “is more likely than not AAA to be” the correct position under applicable Law, the Parent shall promptly pay appoint a nationally recognized firm of independent certified public accountants to the Acquiror an amount of cash equal make such determination. If any amendment to the disputed amount resolved a Tax Return filed by Carrier results in any decrease in the Acquirortax basis of the Company’s favor. The Acquiror assets or otherwise creates the need for an amendment of a Tax Return for the Company for any period, including a Post-Closing Tax Period or a Straddle Period, Carrier shall notify Watsco of such amendment to a Tax Return filed by Carrier if Watsco or the Company have not already been notified.
(ii) Watsco shall cause the Company to timely prepare and file, or cause to be timely filed, each prepared and filed all Tax Returns of the Company required to be filed with respect to a Straddle Period. Watsco shall cause the Company to furnish any such Tax Return to Carrier for Carrier’s review and comment at least thirty (30) days prior to the due date for filing such Tax Return and Watsco shall cause the Company to refrain from filing such Tax Return without the prior written consent of Carrier, which consent shall not be unreasonably withheld. Except to the extent otherwise required pursuant to a Determination, Watsco shall cause the Company to refrain from amending any such Tax Returns without the prior written consent of Carrier, which consent shall not be unreasonably withheld; provided, that Carrier may amend such Tax Returns (or cause them to be amended) with the prior written consent of Watsco, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, Watsco shall be solely responsible for causing the Company to make any federal election referred to in Section 754 of the Code (and any similar or corresponding election for state, local or foreign Tax purposes) with respect to the purchase of the Transferred Membership Interests described in this Section 7.01(b) Agreement and Watsco shall timely paynot be entitled to any indemnification or reimbursement from Carrier, Carlyle or cause the Company for any failure to be timely paid, all Taxes payable with respect to each make such Tax Returnelection.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (CSX hereby represents and warrants to the Vectura Parties that, except as otherwise required by applicable Lawset forth in Schedule 7.1(a) and except as would not have a material adverse effect on ACL, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax all Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiarytaking into account extensions) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (for taxable periods ending on or before the Closing Date by, or with respect to other Tax Returns)any activities of, or property owned by, ACL or its Subsidiaries, have been or will be filed in accordance with all applicable laws and are true, correct and complete as filed, and in each case the Parent shall remit all Taxes shown as due on such Returns have been or cause will be timely paid, (ii) all Taxes required to be remitted withheld by ACL or its Subsidiaries have been withheld, and such withheld Taxes have either been duly and timely paid to the proper Government Authorities or set aside in accounts for such purpose if not yet due, (iii) no Returns filed by ACL or any of its Subsidiaries are currently under audit by any Taxing Authority or are the subject of any judicial or administrative proceeding, and no Taxing Authority has given notice in writing that it will commence any such audit, (iv) no Taxing Authority is now asserting against ACL or any of its Subsidiaries any deficiency or claim for Taxes due or any adjustment of Taxes, (v) other than any Tax sharing agreement between CSX, on the one hand, and ACL or a Transferred ACL Subsidiary, on the other hand, neither ACL nor any of its Subsidiaries is subject to or bound by any Tax sharing agreement, and since 1984, neither ACL nor any of its Subsidiaries has ever been a member of a consolidated group, other than one for which CSX was the common parent, (vi) neither ACL nor any of its Subsidiaries has waived any statute of limitations with respect to any Tax or agreed to any extension of time for filing any Return which has not been filed, and neither ACL nor any of its Subsidiaries has consented to extend to a date later than the date hereof the period in respect which any Tax may be assessed or collected by any Taxing Authority, (vii) there are no liens for Taxes (other than ACL Permitted Encumbrances (other than such encumbrances described in clause (iii) of such Tax Returns.the definition of ACL Permitted Encumbrances)) upon any of the assets of ACL or any of its Subsidiaries and
(b) The Acquiror shall file Each of the Vectura Parties hereby represents and warrants to CSX that, except as set forth in Schedule 7.1(b) and except as would not have a material adverse effect on the Vectura Parties or cause to be filed when due their Subsidiaries, (i) all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by (taking into account extensions) on or before the Closing Date for taxable periods ending on or before the Closing Date by, or with respect to any activities of, or property owned by, any of the Company Vectura Parties or any Transferred Subsidiary that are not Tax Returns which Parent is required to file of their Subsidiaries, have been or cause to will be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company all applicable laws and the Transferred Subsidiaries (except as otherwise required by applicable Laware true, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) correct and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (complete as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule Taxes shown as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted due on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, Returns have been or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to will be timely paid, (ii) all Taxes payable required to be withheld by any of the Vectura Parties or any of their Subsidiaries have been withheld, and such withheld Taxes have either been duly and timely paid to the proper Government Authorities or set aside in accounts for such purpose if not yet due, (iii) no Returns filed by any of the Vectura Parties or any of their Subsidiaries are currently under audit by any Taxing Authority or are the subject of any judicial or administrative proceeding, and no Taxing Authority has given notice in writing that it will commence any such audit, (iv) no Taxing Authority is now asserting against any of the Vectura Parties or any of their Subsidiaries any deficiency or claim for Taxes or any adjustment of Taxes, (v) other than a Tax sharing Agreement between Vectura, on the one hand, and a Subsidiary of Vectura, on the other hand, none of the Vectura Parties or any of their Subsidiaries is subject to or bound by any Tax sharing agreement, and, since March 1993, none of the Vectura Parties has ever been a member of a consolidated group, other than one for which Vectura was the common parent, (vi) none of the Vectura Parties nor any of their Subsidiaries has waived any statute of limitations with respect to each any Tax or agreed to any extension of time for filing any Return which has not been filed, and none of the Vectura Parties nor any of their Subsidiaries has consented to extend to a date later than the date hereof the period in which any Tax may be assessed or collected by any Taxing Authority, and (vii) there are no liens for Taxes (other than Vectura Permitted Encumbrances (other than such encumbrances described in clause (iii) of the definition of Vectura Permitted Encumbrances)) upon any of the assets of the Vectura Parties or any of their Subsidiaries.
(c) Any Tax sharing agreement between CSX, on the one hand, and ACL or any of the Transferred ACL Subsidiaries, on the other hand, shall be terminated as of the Closing Date and shall thereafter have no further effect for any taxable year (whether the current year, a future year, or a past year). Any payments required by any such Tax Returnsharing agreement shall be made at or prior to the termination thereof. Any Tax sharing agreement between Vectura, on the one hand, and any Transferred NMI Holdings Subsidiary, on the other hand, shall be terminated as of the Closing Date and shall thereafter have no further effect for any taxable year (whether the current year, a future year, or a past year). Any payments required by any such Tax sharing agreement shall be made at or prior to the termination thereof.
Appears in 1 contract
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall file or cause to be filed when due with the appropriate Governmental Entities having jurisdiction (taking into account all extensions properly obtainedA) all Tax Returns that are required to be filed by or with respect Company prior to the Closing Date and (B) all income Tax Returns in which Seller (or an Affiliate of Seller other than Company) includes the taxable income of Company, including the applicable consolidated federal income Tax Return in which the income of Company is included and in any consolidated or combined income Tax Return filed by Seller or any of its Affiliates (other than Company) thereof in which such income can be included under applicable law, consistent with past custom and practice. The parties agree that, to the extent permitted by Law, income and operation of Company and the Rodney Transferred Subsidiaries (i) Business, in ▇▇▇▇ ▇ase, for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)than those transaction occurring on the Closing Date, and but after the Closing, that are not in each case the Parent ordinary course of business) shall remit or cause to be remitted any Taxes due in respect of such included on Seller's Tax Returns.
(bii) The Acquiror Buyer shall file or cause to be filed when due with the appropriate Governmental Entities having jurisdiction all Tax Returns for Pre-Closing Taxable Periods of Company that are required to be filed by or with after the Closing Date (other than income Tax Returns described in Section 6.1(c)(i)(B) above). With respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed by Buyer for any periods for which Seller has any liability for the Taxes due (including pursuant to Section 7.01(aits indemnity obligations hereunder). The Acquiror shall prepare , such Tax Returns will be properly and timely filed by Buyer and will be correct, accurate and complete in accordance with the past practice of the Company all material respects, and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and Buyer shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver furnish a final completed copy (as filed) of such Tax Returns that are to Seller for Seller's prior written consent (not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no be unreasonably withheld) not later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) 10 Business Days after before the due date for filing such Income Tax Return, and in other cases, no later than twenty-five returns (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnincluding extensions thereof).
Appears in 1 contract
Sources: Purchase Agreement (Qwest Communications International Inc)
Tax Returns. (a) In accordance From the date of this Agreement through and after the Initial Closing Date, Sellers shall prepare and file as required by applicable Law with the appropriate taxing authority (or cause to be prepared and filed) in a timely manner (i) IRS Form 1065 (and related schedules), together with any corresponding state, local or foreign income Tax Returns (and related schedules) of the Company for the taxable year of the Company ending on and including the Initial Closing Date and (ii) all other Tax Returns of the Company and any other Group Company that are required to be filed on or prior to the Initial Closing Date. All such Tax Returns shall be prepared in a manner consistent with most recent past practice (practice, except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror Buyer shall prepare and file as required by applicable Law with the appropriate taxing authority (or cause to be filed when due prepared and filed) in a timely manner all Straddle Period Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and any other Group Company, and any other Tax Returns for any Pre-Closing Tax Period that are not described in Section 10.5(a).
(c) Each Party responsible for the Transferred Subsidiaries (except as otherwise required by applicable Law, the preparation of a Tax Return under Section 338(h)(1010.5(a)(ii) Election or the final Section 338 Allocation Schedule10.5(b) and shall deliver any submit such Tax Returns that relate to Income Taxes (“Income Tax Returns”) Return to the Parent for its review other Party (together with schedules, statements and, to the extent requested by such other Party, supporting documentation) at least thirty (30) days (or, in the case of any non-income Tax Return, if thirty (30) days is not commercially reasonable, within such period as is commercially reasonable) prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filedincluding extensions) of such Tax Returns that are not Income Return. If such other Party objects to any item on any such Tax Returns to the Parent for its reviewReturn, accompanied by any reasonably requested explanation and supporting computationsit shall, no later than within fifteen (15) days (or, in the case of any non-income Tax Return, as soon as practicable) after filing delivery of such Tax Returns. In each caseReturn, notify the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any other Party responsible for preparation of such Tax Return no later than twenty (20) days after Acquiror in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection is duly delivered, Buyer and Sellers shall have delivered negotiate in good faith and use their reasonable best efforts to resolve such Tax Returnitems. In the event of any disagreement that cannot be resolved between Buyer and Sellers, such disagreement shall be resolved by the Accounting Firm, and any such determination by the Accounting Firm shall be final. The fees and expenses of the Accounting Firm shall be borne equally by Buyer and Sellers. If the parties Accounting Firm does not resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement any differences between Sellers and Buyer with respect to such Tax Return, in the case of an Income Tax Return, no later than Return at least five (5) Business Days after days prior to the due date therefor, such Tax Return shall be filed as prepared by the Party responsible for preparing such Tax Return under this Section 10.5 and amended to reflect the Accounting Firm’s resolution. The preparation and filing such Income of any Tax ReturnReturn that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Buyer, and in other cases, Buyer shall have no later than twenty-five (25) Business Days after receipt by the Parent obligation to provide Seller with any copies of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If Returns.
(d) Buyer shall not, without the Expert subsequently determines that the Acquiror’s position “is more likely than prior written consent of Sellers, which shall not to be” the correct position under applicable Lawbe unreasonably withheld, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely conditioned or delayed, file, or cause to be timely filed, each any amended Tax Return described in this or claim for Tax refund for any taxable period ending on or before the Initial Closing Date to the extent that such filing would reasonably be expected to increase the Tax indemnification obligations of Sellers under Section 7.01(b10.1(a) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such otherwise increase the income tax liability of Sellers or any Covered Affiliate thereof for Pre-Closing Tax ReturnPeriods.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (Icahn Enterprises Holdings L.P.)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent RRD shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company of any Combined Group and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) . The Acquiror Company shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed after the Closing Date by or with respect to the Company and each Subsidiary (other than the Tax Returns of any Combined Group) and shall remit or cause to be remitted any Transferred Subsidiary Taxes due in respect of such Tax Returns (it being understood that the Company may cause such Tax Returns to be filed and such Taxes to be remitted through RRD pursuant to the Transition Services Agreement dated as of the date hereof). RRD or the Company shall pay the other party for the Taxes for which RRD or the Company, respectively, is liable pursuant to Sections 2(a), 2(b), or 2(e) of this Agreement but which are not payable with any Tax Return to be filed by the other party pursuant to this Section 3(a) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by RRD or the Company, as the case may be, but in no event earlier than 10 days prior to the due date for the payment of such Taxes. All Tax Returns which Parent the Company is required to file or cause to be filed in accordance with this Section 3(a) shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods.
(b) None of the Company, any Subsidiary or, after the Closing Date, any Affiliate thereof shall (or shall cause or permit the Company or any Subsidiary to) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company or any Subsidiary with respect to any taxable year or period ending on or before the Closing Date without the prior written consent of RRD, which consent may be withheld in the sole discretion of RRD.
(c) The Company shall promptly prepare (and cause each Subsidiary to prepare) and provide to RRD a package of Tax information materials, including, without limitation, schedules and work papers (the "Tax Package") required by RRD to enable RRD to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 7.01(a3(a). The Acquiror Tax Package shall prepare such Tax Returns be completed in accordance with the past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filingCompany. The Acquiror Company shall deliver a final copy (as filed) of such cause the Tax Returns that are not Income Tax Returns Package to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) be delivered to RRD within 60 days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt requested by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnRRD.
Appears in 1 contract
Sources: Tax Allocation and Indemnification Agreement (Donnelley Enterprise Solutions Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or timely file, and shall otherwise use commercially reasonable efforts to cause to be filed timely filed, when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) any Target Entity for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary such entity on a combined, consolidated, consolidated or unitary or similar basis with the Parent or any Retained Affiliate of the Parent (other than the Company or any Transferred Subsidiary) thereof and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiarysuch entity) or (ii) that are due on or before the Closing Date (with respect to other Tax ReturnsReturns and where Parent controls such actions), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The . Acquiror shall timely file or (where Acquiror controls such actions), and shall otherwise use commercially reasonable efforts to cause to be filed timely filed, when due (taking into account all extensions properly obtained) all other Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file each Target Entity and Acquiror shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Acquiror pursuant to Section 7.01(a). The Acquiror shall prepare the immediately preceding sentence that relate to Pre-Closing Taxable Periods or Straddle Periods, (x) such Tax Returns in accordance with the past practice of the Company shall be prepared and the Transferred Subsidiaries filed (except as A) unless otherwise required by applicable Law, or as a result of a determination by a “Big Four” accounting firm engaged by Acquiror that such position is not supported at a “more likely than not” level of comfort (in which case Acquiror shall provide Parent, together with the Section 338(h)(10delivery of such Tax Return in accordance with clause (y) Election or (z), as applicable, with written explanation from such accounting firm (which shall include the final Section 338 Allocation Schedule) authority and basis for such determination)), in a manner consistent with past practice and no position shall deliver any be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods 45 in filing such Tax Returns that relate (including positions which would have the effect of accelerating income to Income Taxes (“Income Tax Returns”) periods for which Parent is liable or deferring deductions to periods for which Acquiror is liable but other than, to the extent not already in effect, an election under Section 754 of the Code) and (B) where relevant, giving effect to the purchase and sale transaction contemplated in this Agreement as of immediately before the beginning of the Closing Date for purposes of Section 706 of the Code and Treasury Regulations thereunder (and applicable state and local income Tax Law), (y) Acquiror shall furnish, or cause to be furnished, an estimated IRS Schedule K-1, and applicable estimated state and local apportionment information, by July 15 after the end of the relevant taxable year for review and approval by Parent, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (x) of this sentence, and a final K-1 and final state and local apportionment information (in each case as approved by Parent) by September 1 after the end of the relevant taxable year, and (z) any other Tax Returns not described in clause (y) of this sentence shall be submitted to Parent for its review at least thirty not later than ninety (3090) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns that are (or, if such due date is within ninety (90) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Parent, which approval may not Income be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (x) of this sentence. With respect to any Tax Returns described in clause (y) or (z) of the foregoing sentence, Acquiror further agrees that it shall use good faith in considering and incorporating, as is reasonable, comments received from Parent for its review, accompanied by in respect of any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such item which might affect the Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount liabilities for which Parent is liable under Section 7.03(aor any of its Affiliates may be liable.
(b) None of this Agreement Acquiror or any Affiliate of Acquiror shall, or shall cause or permit any of the Target Entities to, (i) amend, re-file or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to any Target Entity with respect to such any Pre-Closing Taxable Periods that could reasonably be expected to have an adverse effect on Parent, or (ii) make any Tax Returnelection with respect to any of the Target Entities or Transferred Assets that has retroactive effect to a Pre-Closing Taxable Period without the prior written consent of Parent, which consent may be withheld in the case sole discretion of an Income Tax ReturnParent.
(c) Acquiror shall, as soon as reasonably practicable, but in no event later than five the later of (5i) Business Days July 15 after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent end of the relevant tax year and (ii) ninety (90) days following Parent’s request therefor, cause each Target Entity over which it has authority to do so to prepare and provide, and use commercially reasonable efforts to cause the Third-Party Operating Partnerships to prepare and provide, to Parent a package of Tax Returninformation materials (including schedules and work papers) required and reasonably requested by Parent to enable Parent to prepare and file all Tax Returns required to be prepared and filed by it (the “Tax Package”). If, however, the parties are unable to resolve all such disagreements, any unresolved dispute The Tax Package shall be submitted to an Expert, selected pursuant completed in accordance with past practice (to the Expert Selection Processextent provided by Parent), including past practice as to providing such information and the Parent shall pay to Acquiror (pursuant as to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) method of this Agreement with respect to the computation of separate taxable income or other relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount measure of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, income of each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnTarget Entity.
Appears in 1 contract
Sources: Purchase Agreement (American International Group, Inc.)
Tax Returns. (ai) In accordance Except as provided in Section 5.7(f) with past practice (except as otherwise required by applicable Lawrespect to Transfer Taxes, the Section 338(h)(10) Election Sellers will prepare or the final Section 338(h)(10) Allocation Schedule), the Parent shall cause to be prepared and file or cause to be filed when due (taking into account all extensions properly obtained) all corporate income Tax Returns that are required to be filed by or of the Company and Subsidiaries with respect to the Company and the Transferred Subsidiaries (i) for any Pre-Closing Taxable Periods Period (but only with respect to the “Pre-Closing Period Returns”) due after the Closing Date. Upon completion of such Tax Returns required for the Company that pertain to be filed by or with respect periods prior to the Company or Closing Date, Sellers shall pay to Buyers any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are payments due on such returns except to the extent such Taxes were accrued before Closing or before otherwise taken into account in determining the Closing Date (with respect to other Tax Returns)Purchase Price, and in each case the Parent Buyer shall then remit or cause to be remitted any all Taxes due in respect of such Tax Returns.
Returns payable after the Closing Date. The Sellers shall permit the Buyer to review and comment on each such Tax Returns described in the preceding sentence for a period of up to ten (b10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. The Acquiror shall Pre-Closing Period Returns prepared and filed by Sellers will be prepared and filed in a manner that is consistent with the prior practice of the Company and Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Company and Subsidiaries), except as required by Law. Buyer will prepare or cause to be prepared and file or cause to be filed when due all Tax Straddle Period Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to of the Company or any Transferred Subsidiary and Subsidiaries. Buyer will prepare and file the Straddle Period Returns that are not Tax Returns which Parent it is required to file or cause to be filed pursuant to this Section 7.01(a). The Acquiror shall prepare such Tax Returns 5.7(b)(i) in accordance a manner that is consistent with the past prior practice of the Company and the Transferred Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Company and Subsidiaries), except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall . Buyer will deliver any such Tax all material Straddle Period Returns that relate it is required to Income Taxes (“Income Tax Returns”file pursuant to this Section 5.7(b)(i) to the Parent Sellers for its review and comment at least thirty (30) 20 days prior to the due date (taking into account all extensions properly obtainedincluding valid extensions) for filingfiling such Tax Returns (except where such 20-day period is not practical, in which case as soon as practical). The Acquiror shall deliver Within 10 days of receiving a final copy (as filed) draft of such Tax Returns that are Return (except where such 10-day period is not Income Tax Returns practical, in which case as soon as practical), Sellers may provide written comments to Buyer. The Parties will attempt to resolve any dispute through direct good-faith negotiation subject to the Parent dispute resolution procedures of Section 5.7(g). In no event will the provision of comments by Sellers prevent Buyer from timely filing any such Tax Return; provided, however, that in the event that the Accounting Firm has not yet resolved any such Tax Dispute prior to the deadline for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax ReturnsReturn (including any extensions), Buyer will be entitled to file such Tax Return (or amendment) as prepared by Buyer subject to amendment to reflect the resolution when rendered by the Accounting Firm. In Unamortized debt financing costs, change of control bonus payments and any other amounts payable by or on behalf of the Company or Subsidiaries in connection with the transactions contemplated by this Agreement (in each case, if and solely to the Acquiror extent that such costs, payments or other amounts are paid prior to the Closing Date or included in the calculation of Final Closing Date Tangible Net Assets or included as Closing Date Seller Transaction Expenses for purposes of the calculation of the Final Closing Cash Payment), to the extent permitted by applicable Law to be deducted for income Tax purposes on Straddle Period Returns or Pre-Closing Period Returns, will be reported on such returns as income Tax deductions of Sellers for the Tax year (or portion thereof) that ends on or includes the Closing Date and the Parent shall cooperate to resolve any disagreements regarding the items will not be reported on any such other income Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If of Buyer or the parties resolve all disagreements Company or have no disagreementsSubsidiaries, Parent shall pay in each case, to the Acquiror extent permitted by applicable Law.
(ii) After Closing, neither Buyer nor Seller will (and will not allow the amount Company or Subsidiaries to): (A) file or amend any Pre-Closing Period Returns; (B) amend any Straddle Period Returns; or (C) or make or amend any material claim, disclaimer or election in respect of Taxes for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Returnany Pre-Closing Period or Straddle Period, in each case, without the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent prior written consent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute other party which consent shall not be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnunreasonably withheld.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed after the date hereof by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)Periods, and in each case the Parent Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror . Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company and Buyer shall remit or cause to be remitted any Transferred Subsidiary that Taxes due in respect of such Tax Returns. Seller shall reimburse Buyer for the Taxes for which Seller is liable pursuant to Section 6.3 but which are not remitted in respect of any Tax Return to be filed by Buyer pursuant to this Section 6.4 upon the written request of Buyer setting forth in detail the computation of the amount owed by Seller, but in no event earlier than two days prior to the due date for paying such Taxes. All Tax Returns for a Straddle Period which Parent Buyer is required to file or cause to be filed pursuant to in accordance with this Section 7.01(a). The Acquiror 6.4 shall prepare be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance prior periods, provided that such position, method or election is consistent with the past practice a generally accepted tax treatment for such item. Buyer shall provide Seller with a draft of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) Return no later than 14 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror Return for Seller’s review and the Parent shall cooperate to resolve any disagreements regarding the items on any approval (such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than approval not to be” the correct position under applicable Lawbe unreasonably withheld, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, conditioned or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returndelayed).
Appears in 1 contract
Tax Returns. (aThe first two sentences of Section 10.3(a) In accordance with past practice (except of the Purchase Agreement are hereby amended to read in their entirety as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent follows: Stockholders’ Representative shall file prepare or cause to be filed when prepared as soon as reasonably practicable following the Closing Date all work papers used or expected to be used in the preparation of any Income Tax Return for any tax year ending on or prior to the Closing Date or any Straddle Period (each a “Seller Tax Period”) and shall deliver or cause to be delivered to Buyer such work papers materially complete no later than January 31, 2016 or, if later, the date that is eighty (80) days after the Closing Date. At least 45 days prior to the due date (as determined after taking into account all extensions properly obtained) all for any Income Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns Return required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or for any Affiliate of the Parent Seller Tax Period (other than any U.S. Federal Income Tax Return for a Seller Tax Period) or, in the Company or case of any Transferred Subsidiary) and not U.S. Federal Income Tax Returns required to be filed separately by Return for a Seller Tax Period, no later than the Company or any Transferred Subsidiary) or (ii) that are due on or before 210th day following the Closing Date (with respect to other Tax Returns)Date, and in each case Stockholders’ Representative, at the Parent expense of the Stockholder Representative’s expense, shall remit prepare or cause to be remitted prepared each such Income Tax Return and shall deliver or cause to be delivered each such Income Tax Return to Buyer for Buyer’s review and approval, provided that such review and approval shall be limited to each election or other item on such Income Tax Return, together with any Taxes calculation or other support for such election other item, that (i) is material to the determination of Income Tax due in respect of such Income Tax Returns.
Return or in future periods and (bii) The Acquiror shall file or cause to be filed when due all either (A) is inconsistent with the manner in which such Income Tax Returns for Pre-Closing Taxable Periods that are required to be Return was previously filed by or with respect to the Company or and/or any Transferred Subsidiary (other than any such inconsistent election that are not Tax Returns which Parent is required made to file or cause effect the Company’s right to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns claim deductions in accordance with the past practice last sentence of Section 2.3) or (B) has been calculated or made in a manner outside the Company and the Transferred Subsidiaries (except as otherwise required by legally permissible range or methodology applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnelection.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawU.S. Seller shall prepare and file, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) prepared and filed, all Tax Returns that are required to be filed by the Acquired Companies on or with respect prior to the Company Closing Date. Buyer shall not, and shall not cause or permit, any of the Transferred Subsidiaries (i) Acquired Companies to amend any Tax Return for any Pre-Closing Taxable Periods Tax Period without the prior written consent of U.S. Seller, which shall not be unreasonably withheld, delayed or conditioned.
(but only with respect b) Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and Acquired Companies that have not Tax Returns required to be been filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before as of the Closing Date (with respect and that relate to other a Pre-Closing Tax Returns)Period or Straddle Tax Period; provided, and in each case the Parent however, that Buyer shall remit prepare, or cause to be remitted any Taxes due in respect of prepared, such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Straddle Returns in accordance a manner consistent with the past practice of the Company and Acquired Companies (or U.S. Seller, as the Transferred Subsidiaries (case may be), except as otherwise required by applicable Law; and provided, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and further, that Buyer shall deliver any to U.S. Seller for its review, comment and approval a copy of such Tax Returns that relate to Income Taxes as soon as practicable, but in no event later than fifteen (“Income Tax Returns”) to the Parent for its review at least thirty (3015) days prior to the due date (taking into account all extensions properly obtainedany available extensions) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent U.S. Seller shall cooperate submit to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement Buyer in writing U.S. Seller’s comments with respect to such Tax Return, Returns as soon as practicable but in the case of an Income Tax Return, no event later than five (5) Business Days after one week prior to the due date for filing (taking into account any available extensions) of such Income Tax ReturnReturns. Buyer shall accept and implement all comments reasonably requested by U.S. Seller, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Processextent not inconsistent with Section 3.16 and this Section 5.13, and the Parent shall pay relating to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount Taxes for which Parent is Sellers may be liable under Section 7.03(a8.2.
(c) The preparation and filing of this Agreement with respect to all other Tax Returns shall be within the relevant control of Buyer.
(d) U.S. Seller shall be responsible for any Circular 698 Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable LawObligations, the Parent and shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described paid any Taxes due in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnconnection therewith.
Appears in 1 contract
Tax Returns. (a) In accordance Except as set forth on Schedule 3.13 or, in the case of the Debtors only, with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause respect to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are tax returns required to be filed after the Petition Date and Taxes arising after the Petition Date:
(a) Each of Holdings, Hexion and the Subsidiaries (i) has timely filed or caused to be timely filed all federal, state, local and non-U.S. Tax returns required to have been filed by it that are material to such companies taken as a whole and each such Tax return is true and correct in all material respects and (ii) has timely paid or caused to be timely paid all Taxes shown thereon to be due and payable by it and all other material Taxes or assessments, except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings, Hexion or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP;
(b) Each of Holdings, Hexion and the Subsidiaries has paid in full or made adequate provision (in accordance with GAAP) for the payment of all Taxes due with respect to all periods or portions thereof ending on or before the DIP Closing Date (except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings, Hexion or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect Debtors only, except to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with extent the Parent or any Affiliate non-payment thereof is permitted by the Bankruptcy Code); and
(c) As of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the DIP Closing Date (with respect to other Tax Returns)Date, and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such of Holdings, Hexion and the Subsidiaries, (i) there are no claims being asserted in writing with respect to any Taxes, (ii) no presently effective waivers or extensions of statutes of limitations with respect to Taxes have been given or requested and (iii) no Tax Returnreturns are being examined by, and no written notification of intention to examine has been received from, the Internal Revenue Service or any other Governmental Authority.
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Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Sellers shall timely file or cause ----------- to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are (x) required to be filed by or with respect to Newco Brazil for taxable years or periods ending on or before the Company Closing Date (in the case of income, franchise and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to similar Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Newco Brazil as well as Tax Returns required to be filed separately by the Company or with respect to Newco Brazil on a combined, consolidated or unitary basis with Sellers or any Transferred SubsidiaryAffiliate thereof) or (iiy) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent Sellers shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror , and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file Newco Brazil and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to Section 7.01(a). The Acquiror shall prepare the preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Straddle Period (I) such Tax Returns shall be filed in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Lawno position shall be taken, the Section 338(h)(10) Election election made or the final Section 338 Allocation Schedule) and shall deliver any method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns that relate (including, without limitation, any such position, election or method which would have the effect of accelerating income to Income Taxes periods for which Sellers are liable or deferring deductions to periods for which Buyer is liable) and (“Income II) such Tax Returns”) Returns shall be submitted to the Parent for its review at least thirty (30) Sellers not later than 30 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns that are (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Sellers, which approval may not Income be unreasonably withheld, but may in all cases be withheld if such Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen were not prepared in accordance with clause (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(aI) of this Agreement sentence. Sellers or Buyer shall pay the other party for the Taxes for which Sellers or Buyer, respectively, is liable pursuant to paragraph (a) of this Section 8.2 but which are payable with respect any Tax ----------- Return to such Tax Returnbe filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Sellers or Buyer, as the case of an Income Tax Returnmay be, but in no later event earlier than five (5) Business Days after 10 business days prior to the due date for filing paying such Income Taxes.
(ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit Newco Brazil to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return, and Return relating in other cases, no later than twenty-five (25) whole or in part to Newco Brazil or the Business Days after receipt by or the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement Purchased Assets with respect to any taxable year or period ending on or before the relevant Tax Return if Parent’s position Closing Date (or with respect to any Straddle Period) without the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than prior written consent of Sellers, which consent may not to be” the correct position under applicable Law, the Parent be unreasonably withheld.
(iii) Buyer shall promptly pay cause Newco Brazil to prepare and provide to Sellers a package of Tax information materials, including, without limitation, schedules and work papers (the "Tax Package") required by Sellers to enable Sellers to prepare ----------- and file all Tax Returns required to be prepared and filed by it pursuant to paragraph (b)
(i). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the Acquiror an amount method of cash equal to computation of separate taxable income or other relevant measure of income of Newco Brazil. Buyer shall cause the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause Tax Package to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause delivered to be timely paid, all Taxes payable with respect to each such Tax ReturnSellers within 90 days after the Closing Date.
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Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawSMG-II shall have the obligation to prepare and ----------- timely file, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due prepared and timely filed, all returns, statements, forms and reports for Taxes (taking into account all extensions properly obtained"Returns") all Tax Returns that are required by law to be filed ------- by, or with respect to, the Company or any of its subsidiaries with respect to any taxable year or period ending on or before and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year or period ending on and including the Closing Date ("Pre- Closing Period"); provided, however, with respect to Returns to be filed by or with respect SMG- -------- ------- II pursuant to this Section 9.1 for the Company and the Transferred Subsidiaries Pre-Closing Period, (i) for PreSMG-Closing Taxable Periods (but only II shall provide Parent with respect to Tax Returns required to be filed by or with respect to draft Federal, state, local and foreign income tax returns that include the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review subsidiaries at least thirty (30) days prior to the due date for filing such Returns, (taking into account all extensions properly obtainedii) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than at least fifteen (15) days after prior to the due date for the filing of such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay notify SMG-II of the existence of any objection Parent may have to any items set forth on such draft Returns, and (iii) if, after consulting in good faith, SMG-II and Parent are unable to resolve such objection(s), such objection(s) shall be resolved by treating items on such Returns in a manner consistent with the Acquiror past practices of the amount for which Parent is liable under Section 7.03(a) of this Agreement Company and its subsidiaries, if any, with respect to such Tax Return, items unless otherwise required by law (and if no past practice exists the issue shall be resolved in favor of the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of party that would bear the relevant Tax Returnliability hereunder). If, howeverAt the request of SMG-II, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to Company will prepare the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return Returns described in this Section 7.01(b) and shall timely pay9.1 (or any such Return specified), or cause including any Returns required to be timely paidfiled by SMG-II (or any of its subsidiaries) that includes the Company or any of its subsidiaries for the tax year of the SMG-II consolidated group that includes the Closing Date, in a manner consistent with this Section 9.1. Parent and SMG-II agree to the extent permitted by applicable law to elect with the relevant taxing authority to treat for all Taxes payable with respect to each such Tax Returnpurposes the Closing Date as the last day of a taxable period of the Company and its subsidiaries.
Appears in 1 contract
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent The Selling Stockholders shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all Tax Returns required to be filed with respect to the Companies for taxable years or periods of the Companies ending on or prior to the Closing Date (including, for the avoidance of doubt, the federal income Tax Returns filed for the consolidated group of which ▇▇▇▇▇ Corning is the common parent for the tax period that includes the Closing Date) and (y) to the extent not described in clause (x), all Tax Returns required to be filed with respect to the Companies and due on or before the Closing Date, and in each case the Selling Stockholders shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and each Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)Companies, and in each case the Parent Buyer shall remit remit, or cause to be remitted remitted, any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause . With respect to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare the preceding sentence (I) such Tax Returns shall be filed in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Lawno position shall be taken, the Section 338(h)(10) Election election made or the final Section 338 Allocation Schedule) and shall deliver any method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns that relate (including any such position, election or method which would have the effect of accelerating income to Income Taxes periods for which the Selling Stockholders are liable or deferring deductions to periods for which the Buyers are liable) and (“Income II) in the case of Tax Returns”) Returns to be completed by the Buyers, such Tax Returns shall be submitted to the Parent for its review at least thirty (30) Selling Stockholders not later than 30 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns that are (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Selling Stockholders, which approval may not Income be unreasonably withheld, but may in all cases be withheld if such Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen were not prepared in accordance with clause (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(aI) of this Agreement sentence. The Selling Stockholders or the Buyers shall pay the other party for the Taxes for which the Selling Stockholders or the Buyers, respectively, are liable pursuant to Section 8.1(a) but which are payable with respect any Tax Return to such Tax Returnbe filed by the other party pursuant to this Section 8.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by the Selling Stockholders or the Buyers, as the case of an Income Tax Returnmay be, but in no later event earlier than five (5) Business Days after 10 business days prior to the due date for filing paying such Income Tax ReturnTaxes, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant without regard to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as aggregate indemnification limitations set forth in the previous sentenceSection 11.1(a) the amount for which Parent is liable under and Section 7.03(a11.2(a).
(ii) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent The Selling Stockholders shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, terminate or cause to be timely filedterminated any and all of the tax sharing, each allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between either Selling Stockholder or any predecessor or affiliate thereof, on the one hand, and the Companies, on the other hand, for all Taxes imposed by any government or taxing authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings.
(iii) None of the Buyers or any Affiliate of the Buyers shall (or shall cause or permit the Companies to) amend, refile or otherwise modify (or grant an extension of any statute of limitation or normal reassessment period with respect to) any Tax Return described relating in this Section 7.01(b) and shall timely pay, whole or cause in part to be timely paid, all Taxes payable the Companies with respect to any taxable year or period ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of the Selling Stockholders, which consent may be withheld in the sole discretion of the Selling Stockholders.
(iv) The Buyers shall promptly cause each of the Companies to prepare and provide to the Selling Stockholders a package of Tax information materials, including schedules and work papers (the “Tax Package”), required by the Selling Stockholders to enable the Selling Stockholders to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.1(b)(i). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of the Companies. The Buyers shall cause the Tax ReturnPackage to be delivered to the Selling Stockholders as soon as practicable after the Closing Date.
Appears in 1 contract
Sources: Purchase Agreement (Owens Corning)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Income Tax Returns that are required to be filed by or with respect to the Company Companies for taxable years or periods ending on or before the Closing Date (in the case of Income Taxes filed on a consolidated, combined or unitary basis with Seller or an Affiliate thereof (other than solely another Company)) and the Transferred Subsidiaries (i) for PreSeller shall remit, out of its own funds, any Taxes shown to be due in respect of such Income Tax Returns and all non-Closing Taxable Periods (but only Income Tax Returns with respect to the Companies that are due on or before the Cut-Off Date, and Seller shall cause to be remitted, out of funds of the Companies, any Taxes shown to be due in respect of such Tax Returns. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) Companies and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause . With respect to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to Seller after the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare date hereof for non Income Taxes (I) such Tax Returns shall be filed in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Lawno position shall be taken, the Section 338(h)(10) Election election made or the final Section 338 Allocation Schedule) and shall deliver any method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns that relate and (II) if requested by Buyer, such Tax Returns shall be submitted to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) Buyer not later than 10 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns that are for review and approval by Buyer, which approval may not Income be unreasonably withheld, but may in all cases be withheld if such Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen were not prepared in accordance with clause (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(aI) of this Agreement sentence. Seller or Buyer shall pay the other party for the Taxes for which Seller or Buyer, respectively, is liable pursuant to paragraph (a) of this Section 7.2 but which are payable with respect any Tax Return to such Tax Returnbe filed by the other party pursuant to this paragraph (b) upon the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller or Buyer, as the case of an Income Tax Returnmay be, but in no later event earlier than five (5) Business Days after 15 business days prior to the due date for filing paying such Income Taxes.
(ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Companies to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return, and Return relating in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant whole or in part to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement Companies with respect to any taxable year or period ending on or before the relevant Tax Return if Parent’s position Cut-Off Date (or with respect to any Straddle Period) without the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than prior written consent of Seller, which consent may not to be” the correct position under applicable Law, the Parent be unreasonably withheld or delayed.
(iii) Buyer shall promptly pay cause each of the Companies to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the "Tax Package") required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it pursuant to paragraph (b)
(i). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the Acquiror an amount method of cash equal to computation of separate taxable income or other relevant measure of income of each of the disputed amount resolved in Companies. Buyer shall cause the Acquiror’s favor. The Acquiror shall timely file, or cause Tax Package to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause delivered to be timely paid, all Taxes payable with respect to each such Tax ReturnSeller within 45 days after the Closing Date.
Appears in 1 contract
Sources: Stock Purchase Agreement (Belk Inc)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Dover US shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (A) all Tax Returns that are required to be filed by or with respect to the Company Acquired Companies on a combined, consolidated or unitary basis with any Seller or any Affiliate thereof (other than the Acquired Companies) (each, a “Seller Combined Return”) and the Transferred Subsidiaries (iB) for Pre-Closing Taxable Periods (but only with respect to all other income Tax Returns that are required to be filed by or with respect to the Company Acquired Companies for taxable years or periods ending on or before the Closing Date. In each case, Dover US shall timely remit or cause to be remitted (to the applicable taxing authority or Acquired Company, as appropriate, and taking into account all extensions properly obtained) any Transferred Subsidiary on a combined, consolidated, unitary Taxes due in respect of such Tax Returns. Buyer shall timely file or similar basis with the Parent or any Affiliate of the Parent cause to be timely filed when due (taking into account all extensions properly obtained) all other than the Company or any Transferred Subsidiary) and not Tax Returns that are required to be filed separately by or with respect to the Company Acquired Companies after the Closing Date or any Transferred Subsidiary) or (ii) that are due taxable years for periods ending on or before the Closing Date (with respect to other Tax Returnsor for Straddle Periods), and in each case the Parent . Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
Returns and no later than two (b2) The Acquiror days prior to the filing date of any such Tax Return Dover US shall file pay or cause to be filed when paid to Buyer the amount of Seller Indemnified Taxes shown as due all thereon.
(ii) All Tax Returns for Pre-Closing Taxable Periods (other than Seller Combined Returns) that are required to be filed by Dover US or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent Buyer is required to file or cause to be filed pursuant to this Section 7.01(a). The Acquiror 8.1(b) that relate to any taxable year or period ending on or before the Closing Date or any Straddle Period shall prepare such Tax Returns be prepared and filed in accordance a manner consistent with the past practice of the Company Acquired Companies and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods, except to the Transferred Subsidiaries (except as extent otherwise required by an applicable Requirement of Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver . With respect to any such Tax Returns that relate Return to Income Taxes (“Income Tax Returns”) to the Parent for its review at least be filed by Dover US or Buyer, not less than thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date), Dover US or Buyer, as applicable, shall provide Dover US or Buyer, as applicable, with a draft copy of such Tax Return for its review and reasonable comment.
(iii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Acquired Companies to) file, amend, re-file or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Acquired Companies with respect to any taxable year or period ending on or before the Closing Date (or with respect to any Straddle Period), or take any other action (including any voluntary disclosure) that would increase any Tax liability attributable to the Acquired Companies in respect of any taxable year or period ending on or before the Closing Date, without the prior written consent of Dover US (not to be unreasonably withheld, conditioned or delayed), in each case except as may be required by a Requirement of an Income Law.
(iv) After the Closing Date, Buyer shall cause the Acquired Companies to prepare and provide to Dover US a package of Tax Returninformation materials, no later than five including, without limitation, schedules and work papers (5the “Tax Package”) Business Days as required by Dover US to enable Dover US to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.1(b)(i) that are unfiled as of the Closing Date The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of the Acquired Companies; provided, that Dover US shall provide Buyer with prompt and reasonable guidance regarding such past practices. Buyer shall cause the Tax Package to be delivered to Dover US within 120 days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. IfClosing Date; provided, however, that if the parties are unable to resolve all such disagreementsClosing Date occurs after July 31, any unresolved dispute 2015, Buyer shall be submitted to an Expert, selected pursuant to cause the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause Package to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause delivered to be timely paid, all Taxes payable with respect to each such Tax ReturnDover US within 75 days after the Closing Date.
Appears in 1 contract
Tax Returns. i. Except as provided in Section 4.9(f) with respect to Transfer Taxes, Sellers will prepare or cause to be prepared and file or cause to be filed, all Tax Returns of the Company and each Acquired Subsidiary with respect to any Pre-Closing Period (athe “Pre-Closing Period Returns”) In accordance having a due date (taking into account valid extensions) on or before the Closing Date. The Pre-Closing Period Returns prepared and filed by the Sellers will be prepared and filed in a manner that is consistent with past the prior practice of the Company and any Acquired Subsidiary, as applicable, (including prior Tax elections and accounting methods or conventions made or utilized by the Company or any such Acquired Subsidiary), except as otherwise required by applicable Law, the Section 338(h)(10) Election . Buyer will prepare or the final Section 338(h)(10) Allocation Schedule), the Parent shall cause to be prepared and file or cause to be filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to of the Company and each Acquired Subsidiary, including the Transferred Subsidiaries (i) for Straddle Period Returns. Buyer will prepare and file the Straddle Period Returns and the Pre-Closing Taxable Periods (but only with respect to Tax Period Returns that it is required to be filed by or file pursuant to this Section 4.9(b)(i) in a manner that is consistent with respect to the prior practice of the Company and any Acquired Subsidiary, as applicable, (including prior Tax elections and accounting methods or any Transferred Subsidiary on a combined, consolidated, unitary conventions made or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately utilized by the Company or any Transferred such Acquired Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), except as required by Law. Buyer will deliver all Straddle Period Returns and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods Period Returns that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent it is required to file or cause to be filed pursuant to this Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”4.9(b)(i) to the Parent Sellers for its review and comment at least thirty (30) 30 days prior to the due date (taking into account all extensions properly obtainedincluding valid extensions) for filingfiling such Tax Returns (except where such 30-day period is not practical, in which case as soon as practical). The Acquiror shall deliver Within 15 days of receiving a final copy (as filed) draft of such Tax Returns that are Return (except where such 15-day period is not Income Tax Returns practical, in which case as soon as practical), Sellers may provide written comments to Buyer. The Parties will attempt to resolve any dispute through direct good-faith negotiation subject to the Parent dispute resolution procedures of Section 4.9(g). In no event will the provision of comments by Sellers prevent Buyer from timely filing any such Tax Return; provided, however, that in the event that the Accounting Firm has not yet resolved any such Tax Dispute prior to the deadline for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each caseReturn (including any extensions), the Acquiror and the Parent shall cooperate Buyer will be entitled to resolve any disagreements regarding the items on any file such Tax Return no later than twenty (20or amendment) days after Acquiror shall have delivered such Tax Returnas prepared by Buyer subject to amendment to reflect the resolution when rendered by the Accounting Firm. If Unamortized debt financing costs, change of control bonus payments (including those included in the parties resolve all disagreements definition of Seller Transaction Expenses) and any other amounts payable by or have no disagreementson behalf of the Company or any Acquired Subsidiary in connection with the transactions contemplated by this Agreement, Parent shall pay to the Acquiror extent permitted by applicable Law to be deducted for income Tax purposes on Straddle Period Returns or Pre-Closing Period Returns and to the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, extent paid or accrued by the Company or any Acquired Subsidiary and included in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent calculation of the relevant Final Closing Date Net Working Capital (or in the Closing Date Seller Transaction Expenses), will be reported on such returns as income Tax Returndeductions of the Sellers for the Tax year (or portion thereof) that ends on or includes the Closing Date and will not be reported on any income Tax Return of Buyer.
ii. If, however, Buyer will not (and will not allow the parties are unable Company or any Acquired Subsidiary to): (A) file any Pre-Closing Period Returns required to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected prepared and filed by Sellers pursuant to the Expert Selection Process, Section 4.9(b)(i) or (B) amend any Pre-Closing Period Returns or any Straddle Period Returns required to be prepared and the Parent shall pay to Acquiror (filed by Buyer pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file4.9(b)(ii), or cause to be timely filedmake or amend any material claim, each Tax Return described disclaimer or election in this Section 7.01(b) and shall timely payrespect of Taxes for any Pre-Closing Period or Straddle Period, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnwithout the prior written consent of Sellers.
Appears in 1 contract
Tax Returns. (ai) In accordance Seller shall, at its sole cost and expense, prepare and timely file all Combined Tax Returns and include all income of the Company (including any deferred items triggered into income by Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) for all periods through the Closing Date (“Seller’s Combined Tax Returns”) and timely pay any Taxes attributable to such income. Seller shall prepare and file (or cause to be prepared and filed) all Seller’s Combined Tax Returns in a manner consistent with past practice practices (except as otherwise required by applicable Law, ) and in accordance with the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule).
(ii) Seller shall, at its sole cost and expense, prepare all Income Tax Returns of the Parent shall file Company for any Pre-Closing Tax Period or cause to be filed when Straddle Period that are first due after the Closing (taking into account all extensions properly obtainedany extensions) all (such Income Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combinedReturns, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Combined Tax Returns which Parent is required to file or cause to be filed pursuant to are governed by Section 7.01(a6.02(b)(i). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Separate Income Tax Returns”) ). All Separate Income Tax Returns shall be prepared in a manner consistent with past practice (unless otherwise required by Applicable Law); provided that any such Tax Return, to the Parent for its review at least extent applicable, will allocate any applicable current Tax deductions of the Company resulting from Transaction Expenses to the Pre-Closing Tax Period ending on the Closing Date to the extent both (A) included in the Final Purchase Price and (B) “more likely than not” permitted by Applicable Law as a current deduction of the Company. No later than thirty (30) days prior to the due date (taking into account all extensions properly obtainedincluding extensions) for filing. The Acquiror filing any such Separate Income Tax Return, Seller shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns Return to the Parent Buyer for its review, accompanied by any comment and approval. Seller shall make all such changes as are reasonably requested explanation and supporting computationsby ▇▇▇▇▇ (with, no later than fifteen for the avoidance of doubt, any dispute regarding such changes being subject to the provisions of Section 6.02(b)(v)). Buyer shall timely file all such Tax Returns on or prior to the due date (15including extensions) days after for filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 1 contract
Tax Returns. (a) In accordance The Acquired Companies shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns (including any carryback or refund claims) that are permitted or required to be filed by or with past practice (except as otherwise required by applicable Lawrespect to each Acquired Company on or before the Closing Date, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the and shall remit any Taxes due in respect of such Tax Returns. Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the each Acquired Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before after the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all All Tax Returns for Pre-Closing Taxable Periods that the Acquired Companies are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to in accordance with this Section 7.01(a). The Acquiror 6.2 shall prepare be prepared and filed in a manner consistent in all material respects with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is materially inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance with prior periods (including positions, elections or methods that would have the past practice effect of deferring any material amount of income to periods ending after the Company and Closing Date or accelerating any material amount of deductions to periods beginning before the Transferred Subsidiaries (except as otherwise required Closing Date). With respect to any Tax Return to be filed by applicable LawParent pursuant to this Section 6.2 that relates to any taxable year or period ending on or before the Closing Date or any Straddle Period, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least Parent, not less than thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Returntaking into account extensions (or, no later than five (5) Business Days after the if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date), shall provide the Securityholders’ Agent with a draft copy of such Tax Return for filing review and approval, such Income approval not to be unreasonably withheld (provided that the Securityholders’ Agent shall not withhold consent with respect to any positions consistent with any Tax Return, and refund or credit taken into account as an asset or similar item in other cases, no later than twenty-five (25) Business Days after receipt computing the Closing Adjustment). Parent shall make any revisions to such Tax Return that relate to a taxable year or period ending on or before the Closing Date as are reasonably requested by the Parent Securityholders’ Agent.
(c) Any Tax deductions of the relevant Company attributable to payments of compensation (including with respect to any payments to holders of Outstanding In-the-Money Options or RSUs), Company Transaction Expenses or repayment of any Indebtedness of the Acquired Companies, in each case, to the extent such Tax Return. Ifdeductions arise in connection with the transactions contemplated by this Agreement, howevershall, to the parties are unable maximum extent permitted under Legal Requirements, be treated as allocable to resolve all such disagreements, any unresolved dispute the taxable period (or portion thereof) ending on the Closing Date.
(d) Parent shall be submitted entitled to an Expertreimbursement from the Effective Time Holders, selected based on each Effective Time Holders’ Indemnity Pro Rata Share basis (provided that any such reimbursement shall be first applied against the Indemnity Escrow Fund), for Taxes for which the Effective Time Holders are liable pursuant to the Expert Selection Process, and the Section 6.1 but which are remitted or caused to be remitted by Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(aparagraph (a) of this Agreement Section 6.2, upon written request setting forth in detail the computation of the amount owed to Parent.
(e) Neither Parent nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any Acquired Company with respect to the relevant any Tax Return if Parent’s position with respect period that ends on or prior to the disputed item were adopted on such Tax Return. If Closing Date without the Expert subsequently determines that prior written consent of the Acquiror’s position “is more likely than Securityholders’ Agent, which consent shall not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, be unreasonably withheld or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returndelayed.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on (i) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary Acquired Companies on a combined, consolidated, consolidated or unitary or similar basis with the Parent Seller or any Affiliate of the Parent thereof (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or Acquired Company), (ii) that are due on or before the Closing Date (with respect to all other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all income Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to any Acquired Company for taxable years or periods ending on or before the Company or any Transferred Subsidiary Closing Date and (iii) all other Tax Returns that are not Tax Returns which Parent is required to file or cause to be filed pursuant by or with respect to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the any Acquired Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy on or prior to the Closing Date (as filed) of such the Tax Returns described in Section 10.02(a)(i) — (iii), “Seller Returns”). Seller Returns shall be filed in a manner consistent with past practice (to the extent in compliance with applicable Law) and no position shall be taken, election made or method adopted that are not Income is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement); provided, that this sentence shall apply to Seller Returns described in clause (i) only to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement extent prepared with respect to an Acquired Company. Seller shall permit Buyer to review and comment on each such Tax Return, Seller Return described in the case of an Income Tax Return, no later than five clause (5ii) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five or (25iii) Business Days after receipt by the Parent of the relevant Tax Returndefinition thereof and shall not file any such Seller Return without Buyer’s consent, which shall not be unreasonably withheld or delayed. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror Buyer shall timely file, file or cause to be timely filed, each Tax Return described in this Section 7.01(bfiled when due (taking into account all extensions properly obtained) and shall timely pay, remit or cause to be timely paid, remitted to the relevant Tax Authority all Taxes payable shown as due on all other Tax Returns that are required to be filed by or with respect to Acquired Companies after the Closing Date (“Buyer Returns”). Any Buyer Return that relates to any taxable year or period beginning before the Closing Date shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement). Buyer shall permit Seller to review and comment on each such Buyer Return that relates to a taxable year or period beginning before the Closing Date and shall not file any such Buyer Return without Seller’s written consent, which shall not be unreasonably withheld or delayed. Seller shall remit to Buyer no later than ten (10) days before the date on which such Taxes are due an amount equal to the Taxes shown on any Buyer Return for which Seller is liable under Section 10.01(a).
(b) At the request of Buyer, Seller shall make a timely and valid election (in a form reasonably acceptable to Buyer) under Treas. Reg. §1.1502-36(d)(6) to reduce Seller’s adjusted Tax basis in the Shares to the extent necessary to prevent any reduction of Tax Attributes of either Acquired Company. Seller will not make an election to reattribute to Seller or any of its Affiliates any Tax Attributes of any Acquired Company pursuant to Treasury Regulation Section 1.1502-36(d)(6)(i)(B) or (C).
(c) Within thirty (30) days after filing of the federal consolidated income Tax Return that includes Seller with respect to taxable years beginning after the Accounts Date and prior to the Closing Date, Seller shall prepare and deliver to Buyer a pro forma copy of such Tax Return prepared solely with respect to the Acquired Companies that illustrates the calculation of the Lockbox Tax Liability in respect of federal income Taxes for the period covered by such Tax Return. Such pro forma Tax Return shall be prepared in a manner consistent with past practices of Seller, its Affiliates and the Acquired Companies, other than with respect to the calculation of the Lockbox Tax Liability. Buyer and Seller shall negotiate in good faith to resolve any disagreements with respect to such pro forma Tax Return.
(d) The parties acknowledge and agree that (i) Seller may elect to undertake a Seller Conversion Event, (ii) the consolidated group of which Seller is the common parent will terminate if Seller undertakes a Seller Conversion Event and that (iii) the federal income Tax year of the Acquired Companies will end as of the effective date of the Seller Conversion Event and a new Tax year will begin on the day after the effective date of the Seller Conversion Event. If Seller elects to undertake a Seller Conversion Event, Seller shall provide Buyer with prompt notice of such election. With respect to the preparation of any Seller Tax Returns filed with respect to a taxable year or period that begins after a Seller Conversion Event (a “Post-Conversion Seller Return”), Seller shall consult with Buyer prior to preparing such Tax Return, and the parties shall reasonably cooperate to resolve any resulting disputes. Seller shall permit Buyer to review and comment on each such Post-Conversion Seller Return and shall not file any such Post-Conversion Seller Return without Buyer’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Acquired Companies shall remit any Tax required to be paid with respect to a Post-Conversion Seller Return, without any limitation on the liability of Seller or Buyer under Section 10.01(a) or 10.01(b), as the case may be, for such Taxes.
Appears in 1 contract
Tax Returns. (ai) In accordance The Operating Partnership shall prepare or cause to be prepared and file or cause to be filed all tax returns of the Partnerships and their subsidiaries relating to the periods after the Closing Date.
(ii) With respect to H▇▇▇▇▇ Street Associates, LLC, TMG has agreed (pursuant to the TMG Contribution Agreement) to prepare or cause to be prepared and file or cause to be filed all tax returns relating to the periods prior to or ending on the Closing Date, as contemplated by the Soma Square Side Agreement. Soma Square acknowledges that (i) each such tax return (including, for the avoidance of doubt, any amended tax returns, but excluding for the purposes of this proviso any returns already filed as of the Effective Date) shall be prepared in a manner consistent with past practice (practice, except as otherwise required by applicable Lawlaw, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect TMG has agreed to other Tax Returns), and in deliver a draft of each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect tax return to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent Operating Partnership for its review at least and approval no later than thirty (30) days prior to the due date (taking into account all extensions properly obtainedincluding extensions) for filing. The Acquiror filing the same (which approval shall deliver a final copy not be unreasonably conditioned or withheld), and (iii) TMG has agreed to consider in good faith any comments to such tax returns from the Operating Partnership, so long as filed) of such Tax Returns that comments are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, provided no later than fifteen (15) days after prior to the due date (including extensions) for filing the applicable return (provided that if the Operating Partnership does not provide any such comments prior to such deadline then the draft return delivered by TMG shall be deemed approved by the Operating Partnership).
(iii) With respect to SGS Realty II, LLC, Sunset Studios Holdings, LLC, HFOP Associates, LLC and their respective subsidiaries, the Operating Partnership shall (subject to clause (iv) below) prepare or cause to be prepared and file or cause to be filed all tax returns relating to the periods prior to or ending on the Closing Date (each a “Pre-Closing Tax Return”), which shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law.
(iv) SGS and HFOP, as applicable, shall have the right to approve (which approval shall not be unreasonably conditioned or withheld) all income tax returns prepared pursuant to clause (iii) and to consult with the Operating Partnership regarding decisions as to accounting matters and tax elections required or permitted to be made for the Pre-Closing Tax Returns. In The Operating Partnership shall cause each caseapplicable Schedule K-1 to be delivered to SGS or HFOP, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Returnas applicable, no later than five (5) Business Days 120 days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnClosing Date.
Appears in 1 contract
Sources: Contribution Agreement (Hudson Pacific Properties, Inc.)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Sellers shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company Companies and their Subsidiaries for taxable years or periods of the Transferred Subsidiaries Companies or their Subsidiaries, as the case may be, ending on or before the Closing Date (i) for Pre-Closing Taxable Periods (but only with respect to in the case of Tax Returns required to be filed by or with respect to the Company Companies or any Transferred Subsidiary their Subsidiaries for such taxable years or periods on a combined, consolidated, consolidated or unitary or similar basis with the Parent or any Affiliate of the Parent (entity other than solely the Company or any Transferred Subsidiary) Companies and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiarytheir Subsidiaries) or (ii) that are due on or before the Closing Date (with respect to in the case of other Tax Returns), and in each case the Parent Sellers shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror . Purchaser shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company Companies and their Subsidiaries and Purchaser shall remit or cause to be remitted any Transferred Subsidiary that Taxes due in respect of such Tax Returns. Sellers shall reimburse Purchaser for the Taxes for which Sellers are not liable pursuant to Section 6.3 but which are remitted in respect of any Tax Return to be filed by Purchaser pursuant to this Section 6.4 upon the written request of Purchaser setting forth in detail the computation of the amount owed by Sellers, but in no event earlier than 10 days prior to the due date for paying such Taxes. All Tax Returns for a Straddle Period which Parent Sellers or Purchaser is required to file or cause to be filed pursuant to in accordance with this Section 7.01(a). The Acquiror 6.4 shall prepare be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnperiods.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with With respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to any Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on Return covering a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due taxable period ending on or before the Closing Date (that is required to be filed after the Closing Date with respect to other the ▇▇▇▇ Express Entities, SLNG or the SNG Entities or their respective assets, the Contributing Parties shall cause such Tax Returns)Return to be prepared, and in each case the Parent shall remit or cause to be remitted included in such Tax Return all items of income, gain, loss, deduction and credit (“Tax Items”) required to be included therein, shall cause such Tax Return to be filed timely with the appropriate Taxing Authority, and shall be responsible for the timely payment (and entitled to any refund) of Taxes due in with respect of to the period covered by such Tax ReturnsReturn.
(b) The Acquiror shall file With respect to any Tax Return covering a taxable period beginning on or cause to be filed when due all Tax Returns for Pre-before the Closing Taxable Periods Date and ending after the Closing Date that are is required to be filed by or after the Closing Date with respect to the Company ▇▇▇▇ Express Entities, SLNG or any Transferred Subsidiary that are not SNG Entities or their respective assets, the Contributing Parties shall cause such Tax Returns which Parent is required Return to file or be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, shall furnish a copy of such Tax Return to the Partnership Parties, shall cause such Tax Return to be filed pursuant timely with the appropriate Taxing Authority, and shall be responsible for the timely payment of Taxes due with respect to Section 7.01(a). The Acquiror the period covered by such Tax Return allocable to the period prior to and including the Closing Date.
(c) Any Tax Return not yet filed for any taxable period that begins before the Closing Date with respect to the assets or operations of the ▇▇▇▇ Express Entities, SLNG or SNG Entities shall prepare such be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question (unless such past practices are no longer permissible under the Applicable Law), and to the extent any items are not covered by past practices (or in the event such past practices are no longer permissible under the applicable tax law), in accordance with reasonable tax accounting practices selected by the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement party with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable Return under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than consent (not to be” be unreasonably withheld or delayed) of the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnnon-filing party.
Appears in 1 contract
Sources: Contribution Agreement (El Paso Pipeline Partners, L.P.)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before Acquired Companies after the Closing Date (with respect to other Tax Returns)Date, and in each case the Parent Buyer shall remit remit, or cause to be remitted remitted, any Taxes due in respect of such Tax Returns.
Returns (b) The Acquiror shall file or cause subject to be filed when due all reimbursement for Sellers’ obligation to pay Taxes for any Straddle Period pursuant to Section 7.1(a)). With respect to Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect Buyer pursuant to the Company preceding sentence that relate to taxable years or periods ending on or before the Closing Date and any Transferred Subsidiary that are not Tax Returns which Parent is required Straddle Period, (x) Buyer shall cause the Acquired Companies to file or cause engage and direct PricewaterhouseCoopers LLP to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Lawpractice, the Section 338(h)(10) Election pursuant to which no position shall be taken, election made or the final Section 338 Allocation Schedule) and shall deliver any method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns that relate (including any such position, election or method which would have the effect of accelerating income to Income Taxes periods for which Sellers are liable or deferring deductions to periods for which Buyer is liable), and (“Income y) Buyer shall cause PricewaterhouseCoopers LLP to submit such Tax Returns”) Returns to both Buyer and the Parent for its review at least Stockholder Representative not later than thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns that are (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Buyer and the Stockholder Representative, which approval may not Income be unreasonably withheld, but may in all cases be withheld if such Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen were not prepared in accordance with clause (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(ax) of this Agreement sentence. Sellers, on the one hand, or Buyer, on the other hand, shall pay the other party for the Taxes for which Sellers or Buyer, respectively, are or is liable pursuant to Section 7.1(a) but which are payable with respect any Tax Return to such Tax Returnbe filed by the other party pursuant to this Section 7.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Sellers or Buyer, as the case of an Income Tax Returnmay be, but in no later event earlier than five ten (510) Business Days after prior to the due date for filing paying such Income Taxes.
(ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Acquired Companies to) file, amend, re-file or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return, and Return relating in other cases, no later than twenty-five whole or in part to the Acquired Companies with respect to any taxable year or period ending on or before the Closing Date (25or with respect to any Straddle Period) Business Days after receipt by without the Parent prior written consent of the relevant Tax Return. IfStockholder Representative.
(iii) Immediately after the Closing Date, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, Buyer and the Parent Stockholder Representative shall pay to Acquiror (pursuant to take the same schedule as actions set forth in the previous sentenceon Schedule 7.1(b)(iii) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant sales or use Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnReturns specified therein.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawThe Holdings Entities shall prepare and timely file, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account prepared and timely filed, at the Holdings Entities’ expense, all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) Holdings Entities that are due on or before the Closing Date (with respect to other Tax Returnstaking into account any extensions), and in each case the Parent shall remit timely pay all Taxes that are shown as due and payable on such Tax Returns. Holdings shall also prepare, or cause to be remitted any Taxes prepared, all income Tax Returns of the Companies for periods that end on or before the Closing Date that are due in respect of such after the Closing Date (taking into account applicable extensions). Any Tax Returns.
(b) The Acquiror shall file Return prepared, or cause caused to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to prepared, by Holdings under this Section 6.04(a) shall be filed by or prepared in a manner consistent with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries Holdings Entities (except as unless otherwise required by applicable Law), the Section 338(h)(10provided, however, that (i) Election or the final Section 338 Allocation Schedule) and shall deliver any Holdings may file such Tax Returns by taking the position that relate Section 280E does not apply to Income Taxes Horizon LLC (“Income including any of its predecessors), or any Acquired Company if Holdings receives a tax opinion of counsel that is reasonably acceptable to Parent, with respect to such position provided that, after the date hereof, there is no subsequent change in applicable Tax Returns”law or regulation or the interpretation thereof by official IRS guidance, or a judicial decision published by a United States federal court, including the United States Tax Court (for the avoidance of doubt, disregarding any dicta or footnotes in any such decision), in each case, that materially and adversely affects such position; and (ii) the Holdings Restructure (excluding the contribution of Arches to MSA Newco) shall be reported consistent with the Intended Restructure Tax Treatment and the conversion of NGH Investments, LLC into NGH Investments, Inc. shall be reported as a transaction that qualifies under Section 351(a) of the Code. Holdings shall submit to Parent any income Tax Return (together with schedules, statements and, to the Parent for its review extent requested by Parent, supporting documentation) prepared, or caused to be prepared, by Holdings at least thirty (30) 30 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filedincluding extensions) of such Tax Returns that are not Income Return for Parent’s review and comment, and Holdings and Parent shall reach agreement on such Tax Returns prior to the filing thereof. Should Holdings and Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items disagree on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to matter in any such Tax Return, Holdings and Parent shall cooperate in good faith to resolve such dispute and, to the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, extent Holdings and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all any such disagreementsdispute, any unresolved such items then-remaining in dispute shall be submitted to an Expertthe Independent Accountant for resolution in accordance with the provisions of Section 2.17(c)(iii)-(v). Within ten (10) Business Days after payment by Parent (in accordance with the last sentence of this Section 6.04(a)) of Taxes due with respect to any such income Tax Return that relates to Pre-Closing Tax Periods ending on or before the Closing Date, selected pursuant but only to the Expert Selection Processextent such Taxes due were not treated as a liability or otherwise taken into account in the calculation of the Closing Working Capital or the Actual Closing Merger Consideration, and Holdings shall cause to be paid and/or released such amounts to Parent in a manner consistent with the payment of Indemnified Taxes owed to Parent under Section 6.03 hereof. Notwithstanding anything to the contrary in the Management Services Agreement, Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause paid pursuant to be timely paid, all the Management Services Agreement Taxes payable by Horizon LLC following the Closing with respect to each such all Tax ReturnReturns of the Companies that are due after the Closing Date (taking into account applicable extensions) for periods that end on or before the Closing Date subject to Holdings’ indemnification obligations in accordance with the immediately preceding sentence.
Appears in 1 contract
Sources: Merger Agreement (Vireo Growth Inc.)
Tax Returns. (a) In accordance with past practice The parties agree that, as a result of the transactions contemplated by this Agreement, (except as otherwise i) the taxable year of the LLC shall terminate pursuant to Code Section 708(b)(1)(B) for federal and, unless required by applicable LawTax law, any applicable state and local income Tax purposes as of the close of business on the Closing Date, (ii) the Corporation and ADCC will become members of the Purchaser’s consolidated group and, accordingly, the taxable year of the Corporation will terminate pursuant to Treasury Regulations Section 338(h)(101.1502-76(b)(1)(ii)(A) Election or for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the final close of business on the Closing Date, (iii) the taxable year of ADCC shall terminate pursuant to Code Section 338(h)(101362(d)(2) Allocation Scheduleand Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(2) for federal and, unless required by applicable Tax law, any applicable state and local income Tax purposes as of the close of business on the day before the Closing Date, and (iv) in determining the taxable income of ADCC for its taxable year ending as of the close of business on the day before the Closing Date, a “closing of the books” method will apply pursuant to Code Section 1362(e)(6)(D), the Parent . The Equityholders’ Representative shall prepare and timely file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns of the Acquired Companies and their Subsidiaries for income, gross receipts and similar Taxes (including any business, professional and occupational license Taxes or similar Taxes) that are required to be filed by or with respect to the Company Acquired Companies and the Transferred each of their Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to all Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before prior to the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for “Pre-Closing Taxable Periods that Tax Period”) which are required to be filed by or with respect to after the Company or any Transferred Subsidiary that are not Closing Date. Such Tax Returns which Parent is required to file or cause to shall be filed pursuant to Section 7.01(a). The Acquiror shall prepare prepared by treating items on such Tax Returns in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement practices with respect to such items, unless otherwise required by Applicable Law. The Equityholders’ Representatives shall cause the LLC to make an election under Code Section 754 for its taxable year ending on the Closing Date. The Equityholders’ Representative shall provide Purchaser with reasonable opportunity to review and comment on each such Tax ReturnReturn for which the Equityholders’ Representative bears preparation responsibility in accordance with this
Section 8.1 (a) prior to filing, in and shall make changes to such Tax Returns reasonably requested by Purchaser to ensure that such Tax Returns are consistent with the case terms of an Income Tax Returnthis Agreement. With respect to the Corporation, no later (i) Purchaser shall be entitled to recover from the Sellers, not less than five (5) Business Days after prior to the due date for filing of any such Income Pre-Closing Tax Period Tax Return, an amount equal to the Taxes required to be paid in connection with such Tax Returns, less the amount of estimated Taxes previously paid by the Corporation and reflected as a credit on such Tax Returns, and (ii) Purchaser shall cause the Corporation to issue a check for payment for all Taxes shown on such Pre-Closing Tax Period Tax Return to be attached to the Pre-Closing Tax Period Tax Return filed by the Equityholders’ Representative. If the amount of estimated Taxes previously paid by the Corporation and reflected as a credit on such Tax Returns exceeds the amount of Taxes required to be paid in other casesconnection with such Tax Returns, then Purchaser shall pay such excess to the Sellers no later than twenty-the date that is five (255) Business Days after following the receipt of such excess from the applicable Governmental Entity; provided that Purchaser and the Sellers agree that the Corporation will request a refund of any such excess and the Corporation will not apply any such excess as a credit in respect of any subsequent Tax period or other Tax. The Sellers and the Corporation shall include income, gain, loss, deduction or other Tax items for Pre-Closing Tax Periods of the LLC on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Parent LLC to them for such periods. Any amended Tax Return of the relevant Acquired Companies or their Subsidiaries or claim for Tax Return. Ifrefund on behalf of the Acquired Companies or their Subsidiaries for any Pre-Closing Tax Period shall be filed, howeveror caused to be filed, only by the parties are unable to resolve all such disagreementsEquityholders’ Representative.
(b) Purchaser shall prepare and file, when due, any unresolved dispute shall Tax Returns of the Acquired Companies and their Subsidiaries for Tax periods which begin on or before the Closing Date and end after the Closing Date, and all Tax Returns of the Acquired Companies and their Subsidiaries for the Pre-Closing Tax Period, not otherwise required to be submitted to an Expert, selected prepared by the Equityholders’ Representative pursuant to Section 8.1(a). To the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on extent such Tax Return. If Returns relate to a Pre-Closing Tax Period or to a Straddle Period, Purchaser shall provide the Expert subsequently determines that the Acquiror’s position “is more likely than not Equityholders’ Representative with reasonable opportunity to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) review and shall timely pay, or cause to be timely paid, all Taxes payable with respect to comment on each such Tax ReturnReturn prior to filing. The Corporation shall include income, gain, loss, deduction or other Tax items for Straddle Periods of the Corporation on its Tax Returns in a manner consistent with the Schedule K-1 furnished by the LLC to the Corporation in respect of the pre-Closing portion of such Straddle Period.
Appears in 1 contract
Tax Returns. Each of the Parties agrees to cooperate with each other Party in the preparation of any Tax Returns to the extent of any reasonable request. Parent shall include all items of income, expense, deduction, and credit of each Company in its federal and state income Tax Returns (aand, as applicable, any franchise Tax Return to the extent based on income) In accordance for all periods ending on and with the Closing Date, based on the actual events of each Company that occur in such periods and ending on and with the Closing Date, in a manner that is reflective of and consistent with past practices of each such Company and Parent except as otherwise required by applicable Law. Seller shall prepare and file, or cause to be prepared and filed, the Tax Returns of each Company that are required to be filed on or before the Closing Date, and each such Tax Return shall be reflective of and consistent with past practices of each Company except as otherwise required by applicable Law. Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns of each Company required to be filed after the Closing Date, and each such Tax Return shall be reflective of and consistent with past practices of each Company except as otherwise required by applicable Law. For any Tax Return of the Company, other than an income Tax Return, that is required to be filed after the Closing Date that includes a taxable period that begins before the Closing Date, (i) Purchaser shall deliver to Parent for review and comment a copy of the proposed Tax Return no later than thirty (30) days prior to the filing date of such Tax Return (including extensions thereof), (ii) Purchaser shall prepare the proposed Tax Return in a manner not materially inconsistent with the past practice (of such Company in preparing any similar Tax Return except as otherwise required by applicable Law, the Section 338(h)(10(iii) Election Purchaser shall not take any position or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or adopt any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due method in respect of any such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods Return that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance materially inconsistent with the past practice of the Company and the Transferred Subsidiaries (positions taken, elections made or methods used in preparing or filing such similar Tax Return in prior periods except as otherwise required by Law and in each case, such Tax Return shall be in conformity with the Code, Treasury Regulations and any other applicable Law, and (iv) Purchaser shall accept the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver reasonable written comments of Parent in respect of any such Tax Returns Return, provided that relate if Parent does not provide written comments to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of any such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than Return within fifteen (15) days after filing such Tax Returns. In each case, of the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any delivery of such Tax Return no later than twenty (20) days after Acquiror to Parent it shall have delivered such Tax Return. If the parties resolve all disagreements or be deemed to have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted comments on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns, including, but not limited to, Form 1099, that are required to be filed by or with respect to the Company for taxable years or periods ending on or before the Closing Date and Seller shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns, and Buyer shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by taxable years or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before periods ending after the Closing Date (with respect to other Tax Returns), and in each case the Parent Buyer shall remit (or cause to be remitted remitted) any Taxes due in respect of such Tax Returns.
(b) The Acquiror . Seller or Buyer shall file reimburse the other party the Taxes for which Seller or cause Buyer is liable pursuant to be filed when due all Section 9.1 but which are payable with any Tax Returns for Pre-Closing Taxable Periods that are required Return to be filed by the other party pursuant to this Section 9.2 upon the written request of the party entitled to reimbursement setting forth in detail the computation of the amount owed by Seller or with respect Buyer, as the case may be, but in no event earlier than ten (10) days prior to the Company or any Transferred Subsidiary that are not due date for paying such Taxes. All Tax Returns which Parent Seller is required to file or cause to be filed pursuant in accordance with this Section 9.2 shall be prepared and filed in a manner consistent with past practice in so far as such is known to Section 7.01(a). The Acquiror Seller and, on such Tax Returns, no position shall prepare such be taken, elections made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance with prior periods in so far as such is known to Seller (including, but not limited to, positions, elections or methods which would have the past practice effect of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate deferring income to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount periods for which Parent Buyer is liable under Section 7.03(a9.1(b) of this Agreement with respect or accelerating deductions to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount periods for which Parent Seller is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return9.1(a).
Appears in 1 contract
Sources: Stock Purchase Agreement (Coventry Health Care Inc)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall prepare and file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) Purchased Corporations for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by taxable years or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent Date. Seller shall remit or cause to be remitted without duplication any Taxes due in respect of such Tax Returns, except to the extent such Taxes have been deducted from the Purchase Price as adjusted pursuant to Section 2.4. Except with Buyer’s written consent (such consent not to be unreasonably withheld, conditioned, or delayed), all Tax Returns that Seller is required to file or cause to be filed in accordance with this Section 9.3(2)(a) shall (i) be prepared in a manner consistent with (x) the Pre-Closing Transferred Assets Valuation and (y) to the extent permitted by applicable Law, the treatment described in clause (ii) of the Tax Assumptions and (ii) except to the extent inconsistent with clause (i), be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date). To the extent of any assessment or reassessment of Taxes with respect to the Purchased Corporations relating to any matters arising on or prior to Closing, including any matters contemplated under this Agreement, then Seller shall have the right to require the Purchased Corporations to utilize (to the extent permitted by Law) the losses of the Purchased Corporations arising in a Pre-Closing Tax Period in connection with the preparation and filing of such Tax Returns.
(b) The Acquiror Buyer shall prepare and file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filingall Tax Returns of the Purchased Corporations relating to a Straddle Period. The Acquiror shall deliver a final copy Except with ▇▇▇▇▇▇’s written consent (as filed) of such consent not to be unreasonably withheld, conditioned, or delayed), all such Tax Returns that are not Income Tax Returns shall be prepared
(i) be prepared in a manner consistent with (x) the Pre-Closing Transferred Assets Valuation and (y) to the Parent for its review, accompanied extent permitted by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each caseapplicable Law, the Acquiror treatment described in clause (ii) of the Tax Assumptions and (ii) except to the Parent extent inconsistent with clause (i), in a manner that is consistent with past practice of the Purchased Corporations and applicable Law. The Buyer shall cooperate to resolve any disagreements regarding provide the items on any Seller with a copy of such draft Tax Return no later than twenty thirty (2030) days after Acquiror shall have delivered prior to filing such Tax Return. The Seller shall notify the Buyer of any reasonable comments it has on such Tax Return within ten (10) days of Buyer’s delivery of such draft Tax Return to Seller, and the Buyer and Seller shall use good faith efforts to resolve any disagreements with respect thereto. If the parties Buyer and the Seller cannot resolve all disagreements or have no disagreementssuch disagreement, Parent an independent accounting firm mutually agreed to by the Buyer and Seller shall pay be retained to resolve the Acquiror disagreement. If the amount independent accounting firm is unable to resolve any disputed items before the due date for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case Tax Return shall be filed by the Buyer as prepared by the Buyer and then amended to reflect the independent accounting firm’s resolution. The Buyer shall provide the Seller a copy of an Income each such Tax Return within ten (10) days of filing such Straddle Period Tax Return.
(c) Seller shall reimburse Buyer the Taxes for which Seller is liable pursuant to Section 8.2(f) but which are remitted in respect of any Tax Return to be filed by Buyer pursuant to this Section 9.3(2) upon the written request of Buyer setting forth in detail the computation of the amount owed by Seller, but in no later event earlier than five (5) Business Days after 10 days prior to the due date for filing paying such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnTaxes.
Appears in 1 contract
Sources: Share Purchase Agreement
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Aon shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns required to be filed with respect to the Companies for taxable years or periods ending on or prior to the Closing Date, and Aon shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)Companies, and in each case the Parent Buyer shall remit remit, or cause to be remitted remitted, any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause . With respect to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect Buyer pursuant to the Company preceding sentence that relate to taxable years or periods ending on or before the Closing Date or that relate to any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare Straddle Period (I) such Tax Returns shall be filed in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Lawno position shall be taken, the Section 338(h)(10) Election election made or the final Section 338 Allocation Schedule) and shall deliver any method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns that relate (including any such position, election or method which would have the effect of accelerating income to Income Taxes periods for which Aon is liable or deferring deductions to periods for which Buyer is liable) and (“Income II) such Tax Returns”) Returns shall be submitted to the Parent for its review at least thirty (30) Aon not later than 30 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns that are (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Aon, which approval may not Income be unreasonably withheld, but may in all cases be withheld if such Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen were not prepared in accordance with clause (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(aI) of this Agreement sentence. Aon or Buyer shall pay the other party for the Taxes for which Aon or Buyer, respectively, is liable pursuant to Section 8.1(a) but which are payable with respect any Tax Return to such Tax Returnbe filed by the other party pursuant to this Section 8.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Aon or Buyer, as the case of an Income Tax Returnmay be, but in no later event earlier than five (5) 10 Business Days after prior to the due date for filing paying such Income Tax ReturnTaxes, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant without regard to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as aggregate indemnification limitations set forth in Section 11.1(a) and Section 11.2(a).
(ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the previous sentenceCompanies to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the amount for which Parent is liable under Section 7.03(a) of this Agreement Companies with respect to any taxable year or period ending on or before the relevant Tax Return if Parent’s position Closing Date (or with respect to any Straddle Period) without the disputed item were adopted on such Tax Return. If prior written consent of Aon, which consent may be withheld in the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent sole discretion of Aon.
(iii) Buyer shall promptly pay cause each Company to prepare and provide to Aon a package of Tax information materials, including schedules and work papers (the “Tax Package”), required by Aon to enable Aon to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.1(b)
(i). The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the Acquiror an amount method of cash equal to computation of separate taxable income or other relevant measure of income of the disputed amount resolved in Companies. Buyer shall cause the Acquiror’s favor. The Acquiror shall timely file, or cause Tax Package to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause delivered to be timely paid, all Taxes payable with respect to each such Tax ReturnAon within 75 days after the Closing Date.
Appears in 1 contract
Sources: Purchase Agreement (Aon Corp)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall file or cause to be filed when due (taking into account all extensions properly obtained) Tax Returns that are required to be filed by or with respect to any of the Companies or any of their Subsidiaries for taxable years or periods ending on or before the Closing Date and shall pay any Taxes due in respect of such Tax Returns. Buyer shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company Companies or any Transferred Subsidiary on a combined, consolidated, unitary of their respective Subsidiaries for taxable years or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before periods ending after the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause . With respect to be filed when due all any Tax Returns for Pre-Closing Taxable Periods that are Return required to be filed by Buyer or Seller with respect to the Company and Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 5.1(a) or any Transferred Subsidiary (b) hereof, the filing party shall provide the other party with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that are not Tax Returns which Parent is required allocable to file or cause to be filed such other party pursuant to the principles of this Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance 5.1, together with the past practice of the Company appropriate supporting information and the Transferred Subsidiaries (except as otherwise required by applicable Lawschedules, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days 20 Business Days prior to the due date (taking into account all extensions properly obtainedincluding any extension thereof) for filing. The Acquiror shall deliver a final copy (as filed) the filing of such Tax Returns that are not Income Tax Returns Return, or in any event, as soon as practicable, and such other party shall have the right to the Parent for its review, accompanied by any reasonably requested explanation review and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items comment on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered and statement prior to the filing of such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent Returns of the relevant Tax Return. If, however, Companies and their Subsidiaries not yet filed for any taxable period that begins on or before the parties are unable to resolve all such disagreements, any unresolved dispute Closing Date shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth prepared in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement a manner consistent with past practices employed with respect to the relevant Tax Return if Parent’s position with respect Companies and their Subsidiaries, except (x) to the disputed item were adopted on such Tax Return. If extent counsel for the Expert subsequently filing party determines there is no reasonable basis in law therefor, (y) to the extent there would be no material adverse consequences to the non-filing party or its Affiliates, or (z) in the case that the Acquiror’s position “is more likely than filing party obtains the non-filing party's prior written consent (which consent shall not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return.unreasonably withheld or
Appears in 1 contract
Tax Returns. (a) In accordance with past practice Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Scheduleother than LLCs), the Parent . Sellers shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries each Subsidiary (iother than any LLC) for Pre-taxable years or periods ending on or before the Closing Taxable Periods Date (but only with respect to in the case of Tax Returns required to be filed by or with respect to the Company or any Transferred such Subsidiary on a combined, consolidated, consolidated or unitary or similar basis with the Parent either Seller or any Affiliate of the Parent (thereof other than the Company or solely any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case Sellers shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Sellers pursuant to the Parent preceding sentence, such Tax Returns shall be prepared by Sellers in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns unless Sellers are advised in writing by their tax advisor that there is no reasonable basis under relevant Tax law to take such position, election or method. Buyer shall prepare and, except as provided below, timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to each Subsidiary (other than any LLC) and, except as provided below, Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. With respect to Tax Returns to be filed by Buyer pursuant to the preceding sentence that relate to taxable years or periods ending on or before the Closing Date (w) such Tax Returns shall be prepared by Buyer in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including, without limitation, positions which would have the effect of accelerating income to periods for which Sellers are liable or deferring deductions to periods for which Buyer is liable) unless Buyer is advised in writing by its tax advisor that there is no reasonable basis under relevant Tax law to take such position, election or method, (x) such Tax Returns shall be submitted to Sellers not later than 30 days prior to the due date for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Sellers, (y) Buyer shall make any changes to such Tax Returns as Sellers shall request in its sole discretion and (z) upon final approval by Sellers, Sellers shall file such Tax Returns and shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall Purchased Assets (other than non-LLC Subsidiaries). Except as provided in Section 8.2.2(a), Sellers and Buyer will each prepare and timely file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such all Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable required under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement applicable law with respect to the relevant Tax Return if Parent’s position Business, the Purchased Assets and the Assumed Liabilities (or with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, any LLC) and will each remit (or cause to be timely filed, each Tax Return described remitted) any Taxes due in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each of such Tax ReturnReturns.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice The Seller agrees that it shall (except as otherwise required by i) prepare and timely file (within any applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Scheduleextension period), the Parent shall file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) within any applicable extension period), any and all Tax Returns that are (including Internal Revenue Service Forms 1120-RIC, 8613 and 1099 and comparable Tax Returns required by any states) required to be filed by or any Fund with respect to any period ending on or prior to the Closing Date, (ii) ensure that all such Tax Returns will be true, accurate and complete in all material respects, (iii) ensure that all Taxes, shown as payable on such Tax Returns, shall have been timely paid by the applicable Fund or provision has been made for the payment thereof, and (iv) ensure that each Fund intended to be a taxexempt municipal bond fund will satisfy the requirements of Section 852(b)(5) of the Code, and is qualified to pay exempt interest dividends as defined therein, through and until the Closing. The Buyer agrees that it shall (A) prepare and timely file (within any applicable extension period), or cause to be prepared and timely filed (within any applicable extension period), any and all Tax Returns (also including Internal Revenue Service Forms 1120-RIC, 8613 and 1099 and comparable Tax Returns required by any states) required to be filed by any Buyer Fund with respect to any period ending after the Closing Date, (B) ensure that all such Tax Returns will be true, accurate and complete in all material respects, (C) ensure that all Taxes shown as payable on such Tax Returns are timely paid by the applicable Buyer Fund, (D) ensure that each surviving Buyer Fund continues to qualify as a Regulated Investment Company after the Closing Date, and (E) ensure that each Buyer Fund intended to be a tax-exempt municipal bond fund will satisfy the Transferred Subsidiaries requirements of Section 852(b)(5) of the Code, and is qualified to pay exempt interest dividends as defined therein, from and after the Closing.
(b) The Seller agrees that it shall (i) for Pre-Closing Taxable Periods (but only with respect prepare and file, or cause to be prepared and filed, any and all Tax Returns required to be filed by or the Seller with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate Asset Level Taxes in respect of the Parent (other than ownership of the Company or any Transferred Subsidiary) Acquired Assets and not Tax Returns required to be filed separately the operation of the Business by the Company or any Transferred Subsidiary) or Seller prior to the 52 114399-0014/143865664.11 Closing, (ii) ensure that are due all such Tax Returns will be true, accurate and complete in all material respects, and (iii) ensure that all Asset Level Taxes shown as payable on or before the Closing Date (with respect to other such Tax Returns, the non-payment of which would result in an Encumbrance on any Acquired Asset or Liability to the Buyer (or any designated Subsidiary of the Buyer), shall have been timely paid by the Seller.
(c) The Seller and in the Buyer shall reasonably cooperate and assist each case other, and shall cause their respective Affiliates and Representatives to reasonably cooperate and provide assistance, as may reasonably be requested by any of them, with the Parent shall remit preparation of any Tax Return, any Tax or cause financial audit, any financial statement, or any judicial or administrative proceedings, determinations or other Legal Proceeding relating to be remitted any Taxes due Tax in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company any Fund, Buyer Fund or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax ReturnsTransfer Tax. In addition, each case, Party shall retain and provide the Acquiror other with access upon reasonable notice and the Parent shall cooperate during normal business hours to resolve such records or information in respect of any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements Fund or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect Buyer Fund as may be relevant to such Tax Return, in the case of an Income Tax Returnor financial audit, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely filefinancial statement, or cause to be timely filedproceeding, each Tax Return described in this Section 7.01(b) and shall timely pay, determination or cause to be timely paid, all Taxes payable with respect to each such Tax Returnother Legal Proceeding.
Appears in 1 contract
Sources: Transaction Agreement (Federated Investors Inc /Pa/)
Tax Returns. (a) In accordance with past practice (CSX hereby represents and warrants to the Vectura Parties that, except as otherwise required by applicable Lawset forth in Schedule 7.1(a) and except as would not have a material adverse effect on ACL, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax all Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiarytaking into account extensions) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)for taxable periods ending on or before the Closing Date by, and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company any activities of, or any Transferred Subsidiary that are not Tax Returns which Parent is required to file property owned by, ACL or cause to its Subsidiaries, have been or will be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company all applicable laws and the Transferred Subsidiaries (except as otherwise required by applicable Laware true, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) correct and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (complete as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule Taxes shown as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted due on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, Returns have been or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to will be timely paid, (ii) all Taxes payable required to be withheld by ACL or its Subsidiaries have been withheld, and such withheld Taxes have either been duly and timely paid to the proper Government Authorities or set aside in accounts for such purpose if not yet due, (iii) no Returns filed by ACL or any of its Subsidiaries are currently under audit by any Taxing Authority or are the subject of any judicial or administrative proceeding, and no Taxing Authority has given notice in writing that it will commence any such audit, (iv) no Taxing Authority is now asserting against ACL or any of its Subsidiaries any deficiency or claim for Taxes or any adjustment of Taxes, (v) other than any Tax sharing agreement between CSX, on the one hand, and ACL or a Transferred ACL Subsidiary, on the other hand, neither ACL nor any of its Subsidiaries is subject to or bound by any Tax sharing agreement, and since 1984, neither ACL nor any of its Subsidiaries has ever been a member of a consolidated group, other than one for which CSX was the common parent, (vi) neither ACL nor any of its Subsidiaries has waived any statute of limitations with respect to each any Tax or agreed to any extension of time for filing any Return which has not been filed, and neither ACL nor any of its Subsidiaries has consented to extend to a date later than the date hereof the period in which any Tax may be assessed or collected by any Taxing Authority, (vii) there are no liens for Taxes (other than ACL Permitted Encumbrances (other than such Tax Returnencumbrances described in clause (iii) of the definition of ACL Permitted Encumbrances)) upon any of the assets of ACL or any of its Subsidiaries and (viii) no Transferred Foreign ACL Subsidiary has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
Appears in 1 contract
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable LawThe Seller Group Members, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule)at their own cost and expense, the Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all Tax Returns that are required to be filed by or with respect to the Company Group Companies on a combined, consolidated or unitary basis with any Seller Group Member and the Transferred Subsidiaries (iy) for Pre-Closing Taxable Periods (but only with respect to all other Tax Returns that are required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due Group Companies on or before prior to the Closing Date (including, for the avoidance of doubt, all Tax Returns with respect to other Tax Returnswhich any filing deadlines have already passed as of the date of this Agreement, whether or not listed on Schedule 3.08), and in . In each case the Parent Seller shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall . All Tax Returns that the Company is required to file or cause to be filed in accordance with this Section 11.01(b) shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date).
(ii) Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a)Group Companies after the Closing Date. The Acquiror Buyer shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Lawgive Seller, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing in advance of filing, the opportunity to review all Tax Returns required to be filed by any of the Group Companies that include periods that end on or before the Closing Date (including a Straddle Period) and shall consider in good faith any comments provided by Seller in respect of such Tax Returns. In each case, the Acquiror Tax deductions and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay other benefits attributable to the Acquiror payment of Transaction Expenses and other expenses borne by Seller in connection with completion of the amount for which Parent is liable Transactions shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable law. Neither Buyer, Seller, nor any of their Affiliates shall make any election under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent 338 of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement Code with respect to the relevant Transactions. Neither Buyer nor any of its Affiliates shall amend any Tax Return if Parent’s position Returns relating to the Group Companies with respect to any tax period ending on or before the disputed item were adopted on Closing Date or Straddle Period without the prior written consent of the Seller (such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than consent not to be” be unreasonably withheld, conditioned or delayed). Any refunds of Taxes of the correct position under applicable LawGroup Companies for any tax period ending on or before the Closing Date or Straddle Period (including any credit in lieu of a refund) shall, the Parent shall promptly pay to the Acquiror an amount extent the Taxes in respect of cash equal to which such refund was paid were borne by Seller, be for the disputed amount resolved in benefit of the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnSeller.
Appears in 1 contract
Sources: Stock Purchase Agreement (Surgalign Holdings, Inc.)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) and shall remit or cause to be remitted to the relevant Tax Authority all Taxes shown as due on (i) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary Acquired Companies on a combined, consolidated, consolidated or unitary or similar basis with the Parent Seller or any Affiliate of the Parent thereof (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or Acquired Company), (ii) that are due on or before the Closing Date (with respect to all other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all income Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to any Acquired Company for taxable years or periods ending on or before the Company or any Transferred Subsidiary Closing Date and (iii) all other Tax Returns that are not Tax Returns which Parent is required to file or cause to be filed pursuant by or with respect to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the any Acquired Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy on or prior to the Closing Date (as filed) of such the Tax Returns described in Section 10.02(a)(i) – (iii), “Seller Returns”). Seller Returns shall be filed in a manner consistent with past practice (to the extent in compliance with applicable Law) and no position shall be taken, election made or method adopted that are not Income is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement); provided, that this sentence shall apply to Seller Returns described in clause (i) only to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement extent prepared with respect to an Acquired Company. Seller shall permit Buyer to review and comment on each such Tax Return, Seller Return described in the case of an Income Tax Return, no later than five clause (5ii) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five or (25iii) Business Days after receipt by the Parent of the relevant Tax Returndefinition thereof and shall not file any such Seller Return without Buyer’s consent, which shall not be unreasonably withheld or delayed. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror Buyer shall timely file, file or cause to be timely filed, each Tax Return described in this Section 7.01(bfiled when due (taking into account all extensions properly obtained) and shall timely pay, remit or cause to be timely paid, remitted to the relevant Tax Authority all Taxes payable shown as due on all other Tax Returns that are required to be filed by or with respect to Acquired Companies after the Closing Date (“Buyer Returns”). Any Buyer Return that relates to any taxable year or period beginning before the Closing Date shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement). Buyer shall permit Seller to review and comment on each such Buyer Return that relates to a taxable year or period beginning before the Closing Date and shall not file any such Buyer Return without Seller’s written consent, which shall not be unreasonably withheld or delayed. Seller shall remit to Buyer no later than ten (10) days before the date on which such Taxes are due an amount equal to the Taxes shown on any Buyer Return for which Seller is liable under Section 10.01(a).
(b) At the request of Buyer, Seller shall make a timely and valid election (in a form reasonably acceptable to Buyer) under Treas. Reg. §1.1502-36(d)(6) to reduce Seller’s adjusted Tax basis in the Shares to the extent necessary to prevent any reduction of Tax Attributes of either Acquired Company. Seller will not make an election to reattribute to Seller or any of its Affiliates any Tax Attributes of any Acquired Company pursuant to Treasury Regulation Section 1.1502-36(d)(6)(i)(B) or (C).
(c) Within thirty (30) days after filing of the federal consolidated income Tax Return that includes Seller with respect to taxable years beginning after the Accounts Date and prior to the Closing Date, Seller shall prepare and deliver to Buyer a pro forma copy of such Tax Return prepared solely with respect to the Acquired Companies that illustrates the calculation of the Lockbox Tax Liability in respect of federal income Taxes for the period covered by such Tax Return. Such pro forma Tax Return shall be prepared in a manner consistent with past practices of Seller, its Affiliates and the Acquired Companies, other than with respect to the calculation of the Lockbox Tax Liability. Buyer and Seller shall negotiate in good faith to resolve any disagreements with respect to such pro forma Tax Return.
(d) The parties acknowledge and agree that (i) Seller may elect to undertake a Seller Conversion Event, (ii) the consolidated group of which Seller is the common parent will terminate if Seller undertakes a Seller Conversion Event and that (iii) the federal income Tax year of the Acquired Companies will end as of the effective date of the Seller Conversion Event and a new Tax year will begin on the day after the effective date of the Seller Conversion Event. If Seller elects to undertake a Seller Conversion Event, Seller shall provide Buyer with prompt notice of such election. With respect to the preparation of any Seller Tax Returns filed with respect to a taxable year or period that begins after a Seller Conversion Event (a “Post-Conversion Seller Return”), Seller shall consult with Buyer prior to preparing such Tax Return, and the parties shall reasonably cooperate to resolve any resulting disputes. Seller shall permit Buyer to review and comment on each such Post-Conversion Seller Return and shall not file any such Post-Conversion Seller Return without Buyer’s consent, which shall not be unreasonably withheld, conditioned or delayed. The Acquired Companies shall remit any Tax required to be paid with respect to a Post- Conversion Seller Return, without any limitation on the liability of Seller or Buyer under Section 10.01(a) or 10.01(b), as the case may be, for such Taxes.
Appears in 1 contract
Sources: Stock Purchase Agreement
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (x) all Tax Returns that are required to be filed by or with respect to the any Group Company and the Transferred Subsidiaries on a combined, consolidated or unitary basis as a member of a Consolidated Tax Group, (iy) for Pre-Closing Taxable Periods (but only with respect to all other Tax Returns that are required to be filed by or with respect to the any Group Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (iitaking into account all extensions properly obtained) that are due on or before the Closing Date and (z) all other income Tax Returns that are required to be filed by or with respect to other Tax Returns), any Group Company (taking into account all extensions properly obtained) with respect to taxable periods ending on or prior to the Closing Date and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror . Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns for Pre-with respect to any taxable periods ending on or prior to the Closing Taxable Periods Date that are required to be filed by or with respect to any Group Company after the Company Closing Date or with respect to a Straddle Period, and Buyer shall remit or cause to be remitted any Transferred Subsidiary Taxes due in respect of such Tax Returns; provided that to the extent any Taxes shown as due on such Tax Return are not Excluded Taxes, Parent shall promptly pay such amount to Buyer prior to such Tax Return’s due date.
(ii) All Tax Returns which that (x) Parent is required to file or cause to be filed pursuant in accordance with clauses (y) or (z) of Section 8.2(b)(i) or (y) Buyer is required to file or cause to be filed in accordance with Section 7.01(a). The Acquiror 8.2(b)(i) shall prepare be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as prior periods unless otherwise required by applicable the Requirements of Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule. With respect to any Tax Return to be filed by Parent in accordance with clauses (y) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”z) to the Parent for its review at least thirty (30) of Section 8.2(b)(i), not less than 30 days prior to the due date (for such Tax Return, taking into account all extensions properly obtained) for filing. The Acquiror (or, if such due date is within 30 days following the Closing Date, as promptly as practicable following the Closing Date), Parent shall deliver provide Buyer with a final draft copy (as filed) of such Tax Returns that are Return, for Buyer’s approval (which approval shall not Income Tax Returns to the Parent for its reviewbe unreasonably withheld, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returnsconditioned or delayed). In each case, the Acquiror and the Parent shall cooperate With respect to resolve any disagreements regarding the items on any such Tax Return no later to be filed by Buyer, not less than twenty (20) 30 days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay prior to the Acquiror the amount due date for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Returntaking into account extensions (or, no later than five (5) Business Days after the if such due date is within 30 days following the Closing Date, as promptly as practicable following the Closing Date), Buyer shall provide Parent with a draft copy of such Tax Return for filing such Income Tax Return, and in other cases, no later than twenty-five Parent’s approval.
(25iii) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant Except to the Expert Selection Processextent required by Law or as a result of any settlement with any Governing Body, and the Parent none of Buyer or any Affiliate of Buyer shall pay (or shall cause or permit any Group Company) make or change any Tax election, amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement any Group Company with respect to any taxable year or period ending on or before the relevant Tax Return if Parent’s position Closing Date or with respect to any Straddle Period without the disputed item were adopted on such prior written consent of Parent (which consent shall not be unnecessarily withheld, conditioned or delayed).
(iv) Upon a reasonable request by Parent and at Parent’s sole cost and expense for any out-of-pocket expenses of Buyer, Buyer shall use commercially reasonable efforts to timely cause each Group Company to prepare and provide to Parent a package of Tax Return. If information materials, including schedules and work papers (the Expert subsequently determines that the Acquiror’s position “is more likely than not Tax Package”) required by Parent to be” the correct position under applicable Law, the enable Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause prepare and file all Tax Returns required to be timely filed, each Tax Return described in this filed by it pursuant to clause (x) of the first sentence of Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return8.2(b)(i).
Appears in 1 contract
Sources: Equity Purchase Agreement (RTI Surgical Holdings, Inc.)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Aon shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns required to be filed with respect to the Companies and the Subsidiaries for taxable years or periods ending on or prior to the Closing Date, and Aon shall remit, or cause to be remitted, any Taxes due in respect of such Tax Returns, and Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company Companies and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns)Subsidiaries, and in each case the Parent Buyer shall remit remit, or cause to be remitted remitted, any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause . With respect to Tax Returns to be filed when due all Tax Returns for Pre-Closing Taxable Periods pursuant to the preceding sentence by Aon or that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare Buyer and include a Straddle Period (I) such Tax Returns shall be filed in accordance a manner consistent with the past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (including any such position, election or method which would have the effect of the Company and the Transferred Subsidiaries (accelerating income to periods for which Aon is liable or deferring deductions to periods for which Buyer is liable) except as otherwise required by applicable Requirements of Law, and (II) the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any party filing such Tax Returns shall submit such Tax Returns (or in the case of a Tax Return filed on a consolidated basis, pro forma Tax Returns for each of the Companies and Subsidiaries that relate to Income Taxes (“Income Tax Returns”is part of such consolidated group) to the Parent for its review at least thirty (30) other party not later than 30 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of filing such Tax Returns that are (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by such other party, which approval may not Income be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (I) of this sentence; provided, however, that comments from Buyer with respect to Tax Returns filed by Aon shall be limited to those matters for which the Parent for its reviewpositions taken by Aon could adversely affect the Buyer, accompanied by any reasonably requested explanation and supporting computations, the Companies or the Subsidiaries after the Closing Date. The reviewing party shall provide comments on such Tax Returns no later than fifteen (15) 15 days after filing prior to the due date of such Tax Returns. In each caseIf a proposed change is disputed by the party filing such Tax Return, then Aon and Buyer shall negotiate in good faith to resolve such dispute. If, after a period of 5 days following the Acquiror date on which the reviewing party gives the filing notice of any such proposed change, any such proposed change still remains disputed, then Buyer and the Parent Aon shall cooperate together choose an Accounting Firm to resolve any disagreements regarding the items remaining disputes. The Accounting Firm shall act as an arbitrator to determine, based solely on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreementspresentations by Buyer and Aon, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement and not by independent review, only those issues still in dispute with respect to such Tax Return. The decision of the Accounting Firm shall be final and binding. All of the fees and expenses of the Accounting Firm shall be equally paid by Buyer, on the one hand, and Aon, on the other hand. Aon or Buyer shall pay the other party for the Taxes for which Aon or Buyer, respectively, is liable pursuant to Section 8.1(a) but which are payable with any Tax Return to be filed by the other party pursuant to this Section 8.1(b) upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Aon or Buyer, as the case of an Income Tax Returnmay be, but in no later event earlier than five (5) Business Days after 10 business days prior to the due date for filing paying such Income Taxes, unless there is a dispute with respect to such Tax Return, and Return in other cases, which case such payment shall be made no later than twenty-five (25) Business Days 5 days after receipt by the Parent of date on which the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant Accounting Firm provides its decision to the Expert Selection Processparties.
(ii) None of Buyer or any Affiliate of Buyer shall (or shall cause or permit the Companies or any Subsidiary to) amend, and the Parent shall pay to Acquiror refile or otherwise modify (pursuant or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement Companies or any Subsidiary with respect to any taxable year or period ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Aon, which consent may be withheld in the sole discretion of Aon.
(iii) Buyer shall promptly cause the Companies and each Subsidiary to prepare and provide to Aon a package of Tax information materials, including schedules and work papers (the “Tax Package”), required by Aon to enable Aon to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 8.1(b)(i); provided, that such materials do not request information which is duplicative with the information Aon has, will have or will acquire in connection with the preparation of the Final Closing Balance Sheet. The Tax Package shall be completed in accordance with past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of the Companies and the Subsidiaries. Buyer shall cause the Tax Package to be delivered to Aon within 120 days prior to the date the relevant Tax Return if Parent’s position is required to be filed (after taking into account all applicable extensions). Seller and its Affiliates agree to cooperate with respect Buyer, the Companies and Subsidiaries to the disputed item were adopted on such Tax Return. If extent necessary to allow Buyer to comply with the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described covenant set forth in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return8.1(b)(iii).
Appears in 1 contract
Sources: Stock Purchase Agreement (Aon Corp)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, The Sellers’ Representative on behalf of the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Acquired Companies shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to an Acquired Company for taxable years or periods ending on or before the Company Closing Date, and the Transferred Subsidiaries shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Buyers shall file or cause to be filed when due (itaking into account all extensions properly obtained) for Pre-Closing Taxable Periods (but only with respect to all other Tax Returns that are required to be filed by or with respect to the an Acquired Company or (including any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred SubsidiaryStraddle Period Tax Returns) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(bii) The Acquiror shall file or cause to be filed when due Unless otherwise required by applicable Requirements of Laws, all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by in accordance with this paragraph (b) relating to Tax periods ending on or before, or including the Closing Date, shall be prepared and filed in a manner consistent with respect to the Company past practice and, on such Tax Returns, no position shall be taken, election made or any Transferred Subsidiary method adopted that are not is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date).
(iii) The Sellers’ Representative shall, on behalf of the Sellers, reimburse Buyers the Taxes for which Parent is required Sellers are liable pursuant to file or cause Section 8.1(a) but which are remitted in respect of any Tax Return to be filed by Buyers pursuant to Section 7.01(a)this paragraph (b) upon the written request of Buyers. The Acquiror For the avoidance of doubt, such reimbursement obligations shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) not be subject to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items limitations on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as indemnification set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnArticle XI.
Appears in 1 contract
Sources: Equity Purchase Agreement (Kapstone Paper & Packaging Corp)
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror Sellers’ Representative shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be prepared and timely filed, each the initial filing of all Pass-Through Tax Returns for any taxable period ending on or before the Closing Date that are due after the Closing Date (taking into account applicable extensions). Each Pass-Through Tax Return described (including, for the avoidance of doubt, any Pass-Through Tax Return prepared by or at the direction of Buyer) shall be prepared in a manner consistent with the most recent past practices of the relevant Acquired Company, except as otherwise required by applicable Law or as otherwise provided in this Agreement; provided, however, that the Parties acknowledge and agree that (i) any Transaction Tax Deductions shall, to the extent such position is “more likely than not” permitted under applicable Law, be treated as attributable to the taxable period (or portion thereof) ending on the Closing Date, (ii) the Group Companies shall use the “interim closing method” (and the “calendar day convention”) pursuant to Section 7.01(b706 of the Code (and any similar provision of state, local or non-U.S. law) with respect to any Pass-Through Tax Return for any Straddle Period, (iii) each of the Acquired Companies that is treated as a partnership for U.S. federal or applicable state, local or non-U.S. income tax purposes (or for which such an election is otherwise available) shall make the election provided for in Section 754 of the Code (or any similar elections available under state, local or non-U.S. Law) with respect to any taxable period that includes the Closing Date (to the extent that such election is not already in effect), which election shall not be revoked, and (iv) any deduction attributable to costs or expenses economically borne by Buyer (including any expenses that were not paid prior to 12:01 a.m. on the Closing Date or included as a liability that reduced amounts payable to Sellers in the calculation of the Purchase Price) shall, to the extent such position is “more likely than not” permitted under applicable Law, be treated as attributable to taxable periods beginning after the Closing Date. No later than 20 days prior to the due date for filing such Pass-Through Tax Returns prepared by Sellers’ Representative (taking into account applicable extensions), Sellers’ Representative shall provide a copy of each such Pass-Through Tax Return to Buyer for its review and approval (such approval not to be unreasonably withheld, conditioned or delayed). Buyer shall prepare and timely payfile, or cause to be prepared and timely paidfiled, all Taxes payable Pass-Through Tax Returns and other income Tax Returns of the Acquired Companies relating to Pre-Closing Tax Periods that are not prepared and filed by Sellers’ Representative pursuant to the other provisions of this Section 7.05(a). To the extent relevant to determining any liability for which any of the Sellers (or their direct or indirect owners) would be responsible or any Tax refund to which Sellers are entitled hereunder, such Pass-Through Tax Returns and other income Tax Returns shall be prepared in a manner consistent with the most recent past practices of the applicable Acquired Companies, except as otherwise required by Law or as otherwise provided in this Agreement (including with respect to each the making of any election under Section 754 of the Code, or similar provisions of applicable state, local or non-U.S. Law). Any Pass-Through Tax Returns and other income Tax Returns prepared by or at the direction of Buyer that would affect the Tax liabilities of any of the Sellers (or their direct or indirect owners) or any Tax refund to which Sellers are entitled hereunder shall be provided by Buyer to the Sellers’ Representative at least 20 days prior to the due date for filing such Pass-Through Tax ReturnReturns or other income Tax Returns for Sellers’ Representative’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent The Company shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due taxable years ending on or before the Closing Date and (with respect ii) the Buyer shall have the sole and exclusive authority to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company for taxable years or any Transferred Subsidiary that are not Tax Returns which Parent is required to file periods ending after the Closing Date. Buyer shall remit (or cause to be remitted) any Taxes due in respect of all Tax Returns described in the previous sentence.
(ii) Prior to the filing of any Tax Return in Section 5(a)(i) that relates to a Tax period (or portion thereof) that ends on or prior to the Closing Date that was not filed pursuant before the Closing Date, the Buyer shall provide the Sellers with a substantially final draft of such tax Return at least fifteen (15) business days prior to Section 7.01(a)the due date for such Tax Return. The Acquiror Sellers shall prepare notify the Buyer of any objections that the Sellers may have to any items set forth in any such draft tax Return, and the Buyer and the Sellers shall agree to consult and attempt to resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. All Tax Returns filed in accordance with this Section 5(a) that relate to a Tax period prior to the Closing Date shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (prior periods, except as otherwise required by applicable Law, law or otherwise agreed to by the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days Sellers prior to the due date (taking into account all extensions properly obtained) for filingfiling thereof. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to Without limiting the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent generality of the relevant Tax Return. If, howeverforegoing, the parties are unable to resolve all such disagreements, any unresolved dispute expressly agree that no party shall be submitted to make an Expert, selected pursuant to election under section 338 of the Expert Selection ProcessCode in respect of the Company, and the Parent Sellers shall not be liable for any Taxes arising in respect of any such election.
(iii) The Sellers shall pay to Acquiror any sales tax incurred as a result of (pursuant to the same schedule as set forth in the previous sentenceA) the amount for which Parent is liable under Section 7.03(aacquisition of all of the assets of MediSpectra by the Company, and (B) of the transactions contemplated by this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnAgreement.
Appears in 1 contract
Tax Returns. (a) In accordance With respect to Tax Returns required to be filed by, on behalf of, or with past practice (except as otherwise required by applicable Lawrespect to, an Acquired Entity, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Company shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all such Tax Returns that are required to be filed by on, or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combinedprior to, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect subject to other Tax ReturnsParent’s right to review and consent to the filing of any such return pursuant to Section 4.2(17)), and in each case the Parent Company shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror . Parent shall file file, or cause to be filed filed, when due (taking into account all extensions properly obtained) all other Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to an Acquired Entity; provided, that to the Company or any Transferred Subsidiary that are not extent such Tax Returns relate to a tax period (or portion thereof) ending on or before the Closing Date, Parent shall provide such Tax Returns to the Securityholders’ Agent for review no less than 20 days prior to the due date for the timely filing of such Tax Returns, or if the due date is within 20 days of the Closing Date, as promptly as practical after the Closing Date and Parent will consider in good faith any reasonable comments made by the Securityholders’ Agent prior to the filing of such Tax Return. Any Taxes due in respect of such Tax Returns for which the Effective Time Holders are finally determined, in accordance with Section 10.5, to be liable pursuant to Section 6.1, shall be remitted to the applicable Acquired Entity or Parent in accordance with Section 10.5. Except as otherwise required by applicable Tax law, all Tax Returns that an Acquired Entity is required to file or cause to be filed in accordance with this Section 6.2(a) (other than Tax Returns filed after the Closing Date that do not relate to a tax period (or portion thereof) ending on or before the Closing Date) shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring gain or income to periods ending after the Closing Date or accelerating credits or deductions to periods ending on or before the Closing Date).
(b) Each Effective Time Holder shall reimburse the Parent Indemnitees, severally and not jointly, for such Effective Time Holder’s Pro Rata Share of any Taxes for which such Effective Time Holder is responsible pursuant to Section 7.01(a6.1(b) or Section 6.2(a) and which have not yet been remitted by such Effective Time Holder pursuant to Section 6.2(a). The Acquiror shall prepare such Tax Returns , upon written request setting forth in accordance with detail the past practice computation of the Company and amount owed by such Effective Time Holder. Each such reimbursement shall be made no more than 5 days after the Transferred Subsidiaries (except as otherwise required by applicable Lawdate upon which such request was made. For the avoidance of doubt, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as limitations set forth in Section 10.3 shall not apply to the previous sentencereimbursement obligations under this Section 6.2, except that the final sentence of Section 10.3(d) shall apply. Alternatively, in lieu of payment of such Taxes by the Effective Time Holders, the Securityholders’ Agent may direct the Escrow Agent to reimburse Parent for the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Taxes from the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnEscrow Fund.
Appears in 1 contract
Sources: Merger Agreement (Splunk Inc)
Tax Returns. (a) In accordance with past practice Seller shall prepare (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtainedprepared) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by each Transferred Entity or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with Asset after the Parent or Closing Date for any Affiliate of the Parent Pre-Closing Tax Period (other than the Company or any Transferred Subsidiarypre-closing portion of a Straddle Period) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for “Pre-Closing Taxable Periods that are required to be filed by or with respect Tax Return”). Except to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as extent otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Pre-Closing Tax Returns shall be prepared on a basis consistent with (i) this Article VIII and (ii) past practice so long as that relate to Income Taxes such past practice is supportable at a more likely than not or higher standard; provided, however, such Pre-Closing Tax Returns shall be prepared in a manner consistent with final transfer pricing advice and input on all relevant transfer pricing matters (“Income Tax Returns”) to the Parent extent such matters could impact the liability of a Transferred Entity for its review at least any Taxes) from any of Deloitte, Ernst & Young, KPMG, or PricewaterhouseCoopers, even if such advice is not consistent with past practice. Not later than thirty (30) days prior to the due date for filing any such Pre-Closing Tax Return (taking into account all extensions properly obtained) other than Pre-Closing Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the close of a Tax period which shall be provided for filing. The Acquiror review as early as possible prior to the due date), Seller shall deliver a final copy (as filed) draft of such Pre-Closing Tax Returns that are not Income Tax Returns Return, together with supporting documentation (including supporting documentation for applicable transfer tax advice, which advice shall be consistent with the preceding sentence), to the Parent Purchaser for its review, accompanied by any reasonably requested explanation review and supporting computations, no later than fifteen (15) days after filing comment. Seller will cause such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Pre-Closing Tax Return no later than twenty (20after considering Purchaser’s reasonable comments) days after Acquiror shall have delivered such Tax Return. If the parties resolve to be timely filed, will provide a copy thereof to Purchaser and will pay all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement Taxes owed with respect to such Tax Return, except to the extent such Taxes were taken into account in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent calculation of the relevant Tax Return. IfPurchase Price in a manner that reduced the Purchase Price; provided, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Processextent that, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent there is no procedure available (or it is otherwise not practical) for Seller to file any such Pre-Closing Tax Returns, Seller shall promptly pay prepare (or cause to the Acquiror an amount be prepared) a final draft of cash equal to the disputed amount resolved in the Acquirorany such Pre-Closing Tax Returns (after considering Purchaser’s favor. The Acquiror reasonable comments), Purchaser shall timely file, file (or cause to be timely filed) such Pre-Closing Tax Returns in accordance with (and without material deviation from) such final draft, each and Purchaser shall provide a copy of such filed Pre-Closing Tax Return described Returns to Seller together with proof of filing and payment of Taxes owed with respect to such Tax Returns. To the extent that any penalties, interest or other additions to Tax are imposed solely as a result of a failure by Purchaser to timely file any Tax Returns in accordance with this Section 7.01(b8.1(a) and shall or timely pay, pay or cause to be timely paid, paid all Taxes payable shown thereon, such penalties, interest, or other additions to Tax shall be borne by Purchaser (and Purchaser shall reimburse Seller to the extent that Seller has paid or is required to pay such amounts).
(b) Purchaser shall prepare (or cause to be prepared) all Tax Returns required to be filed by the Transferred Entities or with respect to each any Transferred Asset with respect to any Straddle Period (“Straddle Period Tax Returns”). Except to the extent otherwise required by applicable Law, such Tax Returns shall be prepared on a basis consistent with (i) this Article VIII and (ii) past practice, so long as that such past practice is supportable at a more likely than not or higher standard (provided, however, Straddle Period Tax Returns shall be prepared in a manner consistent with final transfer pricing advice and input on all relevant transfer pricing matters (to the extent such matters could impact the liability of a Transferred Entity for any Taxes) from any of Deloitte, Ernst & ▇▇▇▇▇, KPMG, or PricewaterhouseCoopers). Not later than thirty (30) days prior to the due date for filing any such Straddle Period Tax Return (other than Straddle Period Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the close of a Tax period, which shall be provided promptly after filing) Purchaser shall deliver a draft of such Straddle Period Tax Return, together with all supporting documentation and workpapers, to Seller for its review and comment. Purchaser will cause such Tax Return (after taking into account Seller’s reasonable comments and revising accordingly) to be timely filed and such Taxes shown due thereon to be timely paid and will provide a copy of such Tax Return and proof of payment of such Taxes to Seller. Not later than ten (10) days after the receipt of such Tax Return and proof of payment of such Taxes as required pursuant to the preceding sentence, Seller shall pay to Purchaser an amount equal to the portion of any such Taxes attributable to Seller determined in accordance with Section 8.1(c) and determined without regard to any loss, credit, or Tax attribute of Purchaser or its Affiliates (other than Transferred Entities) for any Tax period, except to the extent such Taxes were taken into account in the calculation of the Purchase Price in a manner that reduced the Purchase Price.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (New Fortress Energy Inc.)
Tax Returns. Except as provided in Section 9.13,
(ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate each of the Parent Bison Subsidiaries (other than Permali do Brasil Industria e Comercio Ltda. ("Permali"), ▇▇▇▇▇▇▇ Project S.A. ("▇▇▇▇▇▇▇"), Plascar, and TATB, collectively, the Company "Brazilian Entities") for taxable years or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other Tax Returns)Date, and in each case the Parent shall remit (or cause to be remitted remitted) any Taxes due in respect of such Tax Returns.
(bii) The Acquiror Parent shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to each of the Company or any Transferred Subsidiary Brazilian Entities that are not due on or before the Closing Date, and Parent shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns which Parent is required to Returns.
(iii) Holdings shall file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such when due all Tax Returns that relate are required to Income be filed by or with respect to each of the Brazilian Entities that are due after the Closing Date with respect to taxable years or periods ending on or before the Closing Date or Straddle Periods, and Holdings shall remit (or cause to be remitted) any Taxes (“Income due in respect of such Tax Returns”.
(iv) Holdings shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to each of the Bison Subsidiaries (other than the Brazilian Entities) for taxable years or periods ending after the Closing Date, and Holdings shall remit (or cause to be remitted) any Taxes due in respect of such Tax Returns.
(v) Any Tax Return required to be filed by Holdings relating to any Straddle Period shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Parent for its review at least thirty (30) Parent's approval not less than 45 days prior to the due date (taking into account all extensions properly obtainedincluding extensions) for filing. The Acquiror shall deliver a final copy (as filed) the filing of such Tax Returns that are Return, which approval shall not Income Tax Returns be unreasonably withheld, conditioned or delayed. Parent shall have the option of providing to Holdings, at any time at least 30 days prior to the due date, written instructions as to how Parent for its reviewwants any, accompanied by any reasonably requested explanation and supporting computationsor all, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding of the items for which it may be liable reflected on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If Holdings shall, in preparing such return, cause the parties resolve all disagreements items for which Parent is liable hereunder to be reflected in accordance with Parent's instructions (unless, in the opinion of nationally recognized tax advisor to Holdings, complying with Parent's instructions would likely subject Holdings to any criminal penalty or have no disagreementsto one or more civil penalties under Sections 6662 through 6664 of the Code or similar provisions of applicable state, local or foreign laws) and, in the absence of having received such instructions, in accordance with past practice, if any, to the extent permissible under applicable Law.
(vi) Upon the written request of Holdings setting forth in detail the computation of the amount owed, Parent shall pay to Holdings, no later than 2 days prior to the Acquiror due date for the amount applicable Tax Return, the Taxes for which Parent is liable under pursuant to Section 7.03(a5.8(b) of this Agreement but which are payable with any Tax Return to be filed by Holdings with respect to such Tax Return, in the case of an Income Tax Return, no later than five any Straddle Period.
(5vii) Business Days Within 120 days after the due date for filing such Income Tax ReturnClosing Date, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent Holdings shall cause each of the relevant Bison Subsidiaries to prepare and provide to Parent a package of Tax Return. Ifinformation materials, however, the parties are unable including schedules and work papers required by Parent to resolve enable Parent to prepare and file all such disagreements, any unresolved dispute shall Tax Returns required to be submitted to an Expert, selected prepared and filed by it pursuant to the Expert Selection Process, and the Section 5.8(a)(i). Holdings shall prepare such package in good faith in a manner substantially consistent with Parent's past practice.
(viii) Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant may amend any Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, filed or cause required to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, filed by or cause to be timely paid, all Taxes payable with respect to each of the Bison Subsidiaries (other than the Brazilian Entities) for any taxable years or periods ending on or before the Closing Date; provided, that no such amendment shall be permitted if it would result in any Tax ReturnDetriment to any Bison Subsidiary after the Closing.
Appears in 1 contract
Sources: Purchase Agreement (Textron Inc)
Tax Returns. (a) In accordance with past practice PIL shall prepare and timely file (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be prepared and timely filed) all Tax Returns required to be filed when due after the Closing Date (taking into account all extensions properly obtainedany extension) all Tax Returns that are required to be filed by or with respect to the Company and Acquired Companies and, subject to Section 8.1(a), pay all Taxes due with respect thereto. In the Transferred Subsidiaries (i) for case of any such Tax Return that relates to any Pre-Closing Taxable Periods Tax Period or any period that includes (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiarydoes not end on) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returnsa “Straddle Period”), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of (i) such Tax Returns.
(b) The Acquiror Return shall file or cause to be prepared and timely filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or in a manner consistent with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice practices, elections and methods of the relevant Acquired Company and (or the Transferred Subsidiaries (Moneda Shareholders or their relevant Affiliates, as applicable), except as otherwise required by applicable Applicable Law, the Section 338(h)(10(ii) Election or the final Section 338 Allocation Schedule) and PIL shall deliver any such Tax Returns that relate Return to Income Taxes (“Income Tax Returns”) to the Parent Representatives for its their review and comment at least thirty (30) days prior to the due date therefor in the case of annual income Tax Returns (taking into account all extensions properly obtainedany extensions) or upon a reasonable timeframe for filing. The Acquiror other Tax Returns, and (iii) PIL shall deliver a final copy (as filed) of such Tax Returns reflect comments received from the Representatives that are more likely than not Income Tax Returns necessary to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, comply with Applicable Law (or required to comply with subsection (i) above) no later than fifteen thirty (1530) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay prior to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Returndue date therefor (taking into account any extensions), in the case of income Tax Returns, or as soon as reasonably practicable (taking into account any extensions) in the case of all other Tax Returns.
(b) Company and PIL shall make (and shall cause their relevant Affiliates to make) an Income Tax Returnelection, no later than five (5) Business Days after if available under Applicable Law, to treat, or to the due date for filing such Income Tax Returnextent permitted or required under Applicable Law shall treat, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent taxable year of each of the relevant Tax Return. If, however, Acquired Companies as closing on the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax ReturnClosing Date.
Appears in 1 contract
Tax Returns. AT&T shall prepare (aor cause to be prepared) In accordance in the ordinary course of business and consistent with past practice (except as unless otherwise required by applicable Law, ) to the Section 338(h)(10) Election or extent they relate to the final Section 338(h)(10) Allocation Schedule), the Parent shall Company and timely file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by taxable years or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due periods ending on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted pay when due any Taxes due in respect of such Tax Returns.
. The Company shall prepare (bor cause to be prepared) The Acquiror shall and file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing and shall remit any Transferred Subsidiary Taxes due in respect of such Tax Returns, and, with respect to Tax Returns that are not Tax Returns which Parent is required to file or cause to be filed by or with respect to the Company for Straddle Periods (“Straddle Returns”), such Straddle Returns shall be prepared in the ordinary course of business and consistent with past practice (unless otherwise required by a Law). The Company shall permit AT&T to review and comment on each Straddle Return, and shall make such revisions to such Tax Returns as are reasonably requested by AT&T. AT&T shall permit the Company to review and comment on each Tax Return filed by MediaOne of Colorado (or caused to be filed by [Media One]MediaOne of Colorado) after the date hereof for taxable years or periods ending on or before the Closing pursuant to this Section 14.1(f) to the extent they relate to the Company. The Company or AT&T, as applicable, shall pay to the other as agent an amount equal to the Taxes for which the payor is liable pursuant to Section 7.01(a). The Acquiror shall prepare such 14.1 but which are payable with Tax Returns in accordance with to be filed by the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review payee at least thirty (30) 10 days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) the filing of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve case of any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to which the Company or AT&T (as the case may be) is permitted to review and comment pursuant to this Section 14.1(f), in the event the parties cannot agree on any Tax item covered in any such Tax Return, the parties shall negotiate in good faith to resolve such dispute. In the case of an Income Tax Return, no later than five event the parties cannot reach agreement regarding such dispute within ten (510) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent days of the relevant Tax Return. Ifdate on which one party notifies the other of its disagreement, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to resolved by submitting the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement to a national accounting firm that does not have a material relationship with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returneither party.
Appears in 1 contract
Tax Returns. (a) In accordance with past practice (except as otherwise required by applicable LawFollowing the Closing, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent New DK shall file or cause to be prepared and filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) SBT and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), its Subsidiaries and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect delivered to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice SBT Sellers’ Representative for review and comment a draft of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate are with respect to Income Taxes any Pre-Closing Tax Period or Straddle Period (a “Income Pre-Closing Tax ReturnsReturn”) to the Parent for its review at least thirty forty five (3045) days prior to the due date applicable filing deadline (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (or, if the deadline is within 30 days after the Closing Date, as filed) of such Tax Returns that are not Income Tax Returns early as is commercially reasonable prior to the Parent for its reviewfiling deadline), accompanied together with a calculation of the Taxes allocable to the Pre-Closing Tax Period pursuant to Section 13.3. New DK shall in good faith implement any reasonable comments made by the SBT Sellers’ Representative, provided such comments are made in writing as soon as reasonably practicable (and in any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than event within twenty (20) days after Acquiror shall have delivered such of the Pre-Closing Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay Return and calculation being provided to the Acquiror SBT Sellers’ Representative), provided further that such comments either (i) do not increase the amount for which Parent is liable under Section 7.03(a) of this Agreement any Seller Taxes and do not have an adverse impact with respect to such Tax ReturnTaxes of New DK, in the case of an Income Tax Return, no later than five SBT or their Subsidiaries or (5ii) Business Days after the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Returnare required under applicable Law. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule Except as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position required under applicable Law, no Pre-Closing Tax Return shall filed, refiled or amended without the Parent shall promptly pay written consent of the SBT Sellers’ Representative (such consent not to be unreasonably withheld, delayed or conditioned), it being understood that notwithstanding anything else to the Acquiror an amount contrary in this Agreement, no SBT Security Holder shall be liable for indemnification with respect any Taxes arising as a result of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely filefiling, re-filing or cause to be timely filed, each amending a Pre-Closing Tax Return described that is not prepared and filed in accordance with the provisions of this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Return13.4.
Appears in 1 contract
Sources: Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent Seller shall file or cause to be filed when due with the appropriate Governmental Entities having jurisdiction (taking into account all extensions properly obtainedA) all Tax Returns that are required to be filed by or with respect Company and LCI prior to the Closing Date and (B) all income Tax Returns in which Seller (or an Affiliate of Seller other than Company or LCI) includes the taxable income of Company and LCI, including the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to applicable consolidated federal income Tax Returns required to be Return in which the income of Company or LCI is included and in any consolidated or combined income Tax Return filed by or with respect to the Company Seller or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent its Affiliates (other than the Company or any LCI) thereof in which such income can be included under applicable law, consistent with past custom and practice. The parties agree that, to the extent permitted by Law, income and operation of Company, the Transferred Subsidiary) Business and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before LCI, in each case, for the Closing Date (with respect to other Tax Returns)than those transaction occurring on the Closing Date, and but after the Closing, that are not in each case the Parent ordinary course of business) shall remit or cause to be remitted any Taxes due in respect of such included on Seller's Tax Returns.
(bii) The Acquiror Buyer shall file or cause to be filed when due with the appropriate Governmental Entities having jurisdiction all Tax Returns for Pre-Closing Taxable Periods of Company and LCI that are required to be filed by or with after the Closing Date (other than income Tax Returns described in Section 6.1(c)(i)(B) above). With respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed by Buyer for any periods for which Seller has any liability for the Taxes due (including pursuant to Section 7.01(aits indemnity obligations hereunder). The Acquiror shall prepare , such Tax Returns will be properly and timely filed by Buyer and will be correct, accurate and complete in accordance with the past practice of the Company all material respects, and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and Buyer shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver furnish a final completed copy (as filed) of such Tax Returns that are to Seller for Seller's prior written consent (not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no be unreasonably withheld) not later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Return, in the case of an Income Tax Return, no later than five (5) 10 Business Days after before the due date for filing such Income Tax Return, and in other cases, no later than twenty-five returns (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnincluding extensions thereof).
Appears in 1 contract
Sources: Purchase Agreement (Qwest Communications International Inc)
Tax Returns. (a) In accordance with past practice CBS shall prepare (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be filed when prepared) and file (or cause to be filed) all Tax Returns of the American Tax Group and members thereof for taxable periods beginning before the Merger that are not yet due (taking into account all extensions properly obtainedextensions) all Tax Returns that are required to be filed by or with respect to on the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate date of the Parent (other than Merger, including the Company separate or any Transferred Subsidiary) and not Tax Returns required to be filed separately by combined returns that include only the Company or any Transferred Subsidiary) or (ii) that are due Tower Subsidiaries for taxable periods ending on or before the Closing Deconsolidation Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice of the Company and the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least thirty (30) days prior to the yet due date (taking into account all extensions properly obtainedextensions) on the date of the Merger (the "Pre-Closing Tax Returns"). In the absence of a controlling change in law, and except as otherwise set forth in this Agreement, each such Tax Return shall be prepared on a basis that is consistent with the elections, accounting methods, conventions, practices and principles of taxation used on the Tax Returns for filing. The Acquiror shall deliver a final copy (as filed) of the most recent applicable taxable periods, and such Tax Returns that are not Income shall be prepared consistent with Section 4.2(k). CBS and American Tower shall consult each other on an ongoing basis during the preparation of all such Tax Returns concerning any positions to be taken therein (except to the Parent for its reviewextent that such position or positions are expressly agreed to herein). Notwithstanding the foregoing, accompanied by and subject to Section 4.2(k), CBS shall not be required to file any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Pre-Closing Tax Return no later than twenty (20) days after Acquiror shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay that takes any position to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to such Tax Returnextent CBS determines, in good faith after consultation with its tax accountants and attorneys, that there is not "substantial authority" for such position, unless (i) CBS so determines that there is a "reasonable basis" for such position, (ii) disclosure that CBS, in its reasonable judgment after consultation with American Tower, determines meets the case requirements of an Income Tax Return, no later than five (5) Business Days after Section 6662 of the due date for filing Code is made of such Income Tax Returnposition on such return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentenceiii) the amount of Tax liability (determined at the time) at stake for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s any such position with respect to the disputed item were adopted on all such Tax ReturnReturns does not exceed $1.0 million and the aggregate Tax liability (so determined) at stake for all such positions on all such returns does not exceed $5.0 million, unless American Tower has secured its indemnity obligation to CBS in excess of such amounts by letter or letters of credit reasonably satisfactory to CBS or some other manner reasonably satisfactory to CBS, in its sole discretion. If Such security shall continue until the Expert subsequently determines that earlier of (x) the Acquiror’s position “is more likely than not to be” expiration of the correct position applicable statutes of limitation under applicable the Applicable Law, or (y) final resolution of the Parent shall promptly pay to issue in question (by agreement with the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, appropriate Taxing Authority or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returnjudicial proceedings that have become final).
Appears in 1 contract
Tax Returns. (ai) In accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Seller Parent shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) (A) all Tax Returns that are required to be filed by or with respect to the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Business Subsidiary on a combined, consolidated, consolidated or unitary or similar basis with the Seller Parent or any Affiliate of the Parent thereof, (B) all other than the Company or any Transferred Subsidiary) U.S. federal state and not local income Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(b) The Acquiror shall file or cause to be filed when due all non-U.S. income Tax Returns for Pre-Closing Taxable Periods that are required to be filed by or with respect to a Business Subsidiary for taxable years or periods ending on or prior to the Company Closing Date, (C) all other Tax Returns due on or any Transferred Subsidiary prior to the Closing Date (taking into account all extensions properly obtained), and (D) all Tax Returns that are not Tax Returns which Parent is required to be filed by the Equity Sellers with respect to the Business Subsidiaries or the operation of the Business or an Asset Seller with respect to the ownership or use of the Purchased Assets on or prior to the Closing. Buyer shall prepare and timely file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all other Tax Returns of the Business Subsidiaries, the Business and the Purchased Assets that are required to be filed in respect of any Pre-Closing Tax Period. Seller Parent or Buyer shall pay the other party for the Taxes for which Seller Parent or Buyer, respectively, is liable pursuant to Section 7.01(a). The Acquiror shall prepare 8.2(a) but which are payable with any Tax Return to be filed by the other party pursuant to this Section 8.2(b)(iv) upon the written request of the party entitled to payment, setting forth in reasonable detail the computation of the amount owed by Seller Parent or Buyer, as the case may be, but in no event earlier than ten (10) business days prior to the due date for paying such Taxes.
(ii) All Tax Returns described in accordance this paragraph (b) that relate a Pre-Closing Tax Period shall be prepared and filed in a manner consistent with the most recent past practice of the Company and the Transferred Subsidiaries (practice, except as otherwise required by applicable Requirements of Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and shall deliver . With respect to any such Tax Returns Return of a Business Subsidiary described in this paragraph (b)(ii) that relate relates to Income income Taxes (“Income other than a Tax Returns”) to Return described in paragraph (b)(i)(A), in which case, Seller Parent shall deliver a pro forma Tax Return of the Parent for its review at least applicable Business Subsidiary treated as though it were a separate taxpayer on a standalone basis), not less than thirty (30) days prior to the due date (for such income Tax Return, taking into account all extensions properly obtained(or, if such due date is within thirty (30) days prior to the due date for filing. The Acquiror such income Tax Return, as promptly as practicable following the Closing Date), the party responsible for preparing and filing such Tax Return shall deliver provide the other party with a final draft copy (as filed) of such Tax Returns that are not Income Tax Returns Return for review and comment. With respect to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later of a Business Subsidiary described in this paragraph (b)(ii) that relates to Taxes other than twenty (20) days after Acquiror income Taxes, the party responsible for preparing and filing such Tax Return shall have delivered use commercially reasonable efforts to provide the other party with a draft copy of such Tax Return for review and comment in advance of filing such Tax Return. With respect to all Tax Return relating to a Pre-Closing Tax Period, the party responsible for preparing and filing such Tax Returns shall consider in good faith any reasonable comments of the other party in respect of such Tax Return received prior to the due date, taking into account extensions. If the preparing party disagrees with any such comments, the parties shall cooperate in good faith to resolve all disagreements or have no disagreements, Parent shall pay to the Acquiror the amount for which Parent is liable under Section 7.03(a) of this Agreement any dispute with respect to any such Tax Return, in the case of an Income Tax Return, no later than five (5) Business Days after the due date for filing such Income Tax Return, Return and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, if the parties are unable to resolve all any such disagreementsdispute at least ten (10) days before the due date for any such Tax Return that is an income Tax Return (or otherwise prior to the due date for any Tax Return that relates to Taxes other than income Taxes), any unresolved taking into account extensions, the dispute shall be submitted referred to the Tax Accountant and any such determination by the Tax Accountant shall be final. If any such dispute is not resolved by the Tax Accountant prior to the due date for any such Tax Return, taking into account extensions, such Tax Return shall be filed as originally prepared and later amended to reflect the Tax Accountant’s determination, if necessary. The expenses of the Tax Accountant shall be borne equally by Buyer and Seller Parent.
(iii) Neither Buyer nor any Affiliate of Buyer shall amend, re-file or otherwise modify (or grant an Expertextension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Business Subsidiaries for any Pre-Closing Tax Period or enter into any voluntary disclosure agreement (or other similar agreement) that relates to a Pre-Closing Tax Period without the prior written consent of Seller Parent (not to be unreasonably withheld, selected conditioned or delayed).
(iv) At Seller Parent’s expense, Buyer shall promptly cause each Business Subsidiary to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the “Tax Package”) reasonably required by Seller Parent to enable Seller Parent or an Affiliate to prepare and file all Tax Returns required to be prepared and filed by it pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror paragraph (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(ab)(i) of this Agreement Section 8.2. Buyer shall use commercially reasonable efforts to complete the Tax Package in accordance with respect past practice, including past practice as to providing such information and as to the method of computation of separate taxable income or other relevant measure of income of the relevant Business Subsidiary. Buyer shall use commercially reasonable efforts to cause the Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved in the Acquiror’s favor. The Acquiror shall timely file, or cause Package to be timely filed, each Tax Return described in this Section 7.01(bdelivered to Seller Parent within ninety (90) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returndays after the Closing Date.
Appears in 1 contract
Sources: Purchase Agreement (Aon PLC)
Tax Returns. (ai) In accordance with past practice The Company shall prepare (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall file or cause to be prepared) and cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns of or that include the Company or any Subsidiary of the Company other than a Fleet Subsidiary (the “PHH Group Tax Returns”) and shall remit or cause to be remitted to the relevant Governmental Authorities any Taxes due in respect of such Tax Returns.
(ii) Without prejudice to the rights of any Buyer Indemnitee under this Section 4.11, (A) Buyer shall prepare and timely file (or cause to be prepared and timely filed) when due (taking into account all extensions properly obtained) all Tax Returns that are not PHH Group Tax Returns and that are required to be filed after the Closing by or with respect to the Company and Fleet Subsidiaries or the Transferred Subsidiaries Fleet Business (i) for Pre-Closing Taxable Periods (but only with respect to Tax Returns required to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other “Buyer Tax Returns”), and in each case the Parent (B) Buyer shall remit or cause to be remitted to the applicable Governmental Authorities any Taxes shown to be due in respect of such Tax Returns.
(biii) The Acquiror shall file or cause With respect to be filed when due all any Buyer Tax Returns for Pre-a taxable period ending on or before the Closing Taxable Periods that are required to be filed by or with respect to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare Date, (x) such Tax Returns shall be prepared in accordance a manner consistent with the past practice of the Company and the Transferred Subsidiaries positions taken, elections made or methods used in prior periods in filing such Tax Returns (except as where otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338 Allocation Schedule) and (y) Buyer shall deliver any provide the Company with a copy in draft form of each such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review Return at least thirty (30) 45 days prior to the date on which such Tax Return is due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any or if such Tax Return no later than twenty (20) is due within 45 days after Acquiror the Closing Date, then as soon as reasonably practicable). The Company shall have delivered such Tax Return. If the parties resolve all disagreements or have no disagreements, Parent shall pay to right within 15 days of the Acquiror the amount for which Parent is liable under Section 7.03(a) date of this Agreement with respect to receipt of such Tax Return, to review, comment on and make changes to each such Tax Return in good faith. Buyer shall consider the case Company’s changes in good faith and shall be obligated to reflect each of an Income Tax Return, the positions or comments requested by the Company unless Buyer has received (and shared with the Company) a written opinion from nationally recognized tax counsel to the effect that there is no reasonable basis for such position requested by the Company. The Company shall pay Buyer no later than five (5) Business Days after days prior to the due date for filing such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror (taking into account all extensions properly obtained) an amount of cash equal to the disputed amount resolved in the Acquiror’s favorany Taxes that are shown as due thereon. The Acquiror Buyer shall thereafter execute and timely file, or cause to be executed and timely filed, each such Tax Return described in this Section 7.01(b) and shall timely payremit, or cause to be timely paidremitted, such Taxes. Any reasonable third-party costs and expenses incurred in preparing any such Tax Return by Buyer shall be reimbursed by the Company.
(iv) With respect to any Buyer Tax Returns for a Straddle Period, (x) such Tax Returns shall be filed in a manner consistent with positions taken, elections made or methods used in prior periods in filing such Tax Returns (except where otherwise required by Law) and (y) such Tax Returns shall be submitted to the Company in draft form not later than 45 days prior to the due date for filing such Tax Returns (taking into account all extensions properly obtained) (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by the Company. If the Company objects to any item(s) contained in any such draft Tax Return presented by Buyer, then the Company shall notify Buyer of such disputed item(s) and the basis for its objection within 15 days of the day of receipt of such Tax Return, and Buyer and the Company shall act in good faith to resolve any such dispute for the 10 day period thereafter. If within 10 days of the Company’s delivery of a notice of objection, the parties have not reached an agreement regarding such Tax Return, then the dispute shall be presented to the Independent Accounting Firm, whose determination (except to the extent relating to any interpretation of Law or terms of this Agreement) shall be final and binding on both parties and may be entered and enforced in any court having jurisdiction. The Company shall pay Buyer no later than five days prior to the date for filing such Tax Return (taking into account all extensions properly obtained) an amount equal to that portion of the Taxes payable shown as due thereon and described in Section 4.11(a)(i)(A)(y). Any reasonable third-party costs and expenses incurred in preparing such Tax Return shall be borne by the Company and Buyer in the same proportions as any Taxes shown as due thereon are allocated to the Company and Buyer pursuant to Section 4.11(a)(i)(A)(y).
(v) Other than as required by applicable Law or as required by Section 4.11(c)(iii), neither Buyer nor any of its Affiliates shall amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating (x) in whole or in part to the Fleet Subsidiaries or the Fleet Business with respect to each such any taxable period ending on or before the Closing Date without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, or (y) to the Fleet Subsidiaries or the Fleet Business with respect to any Straddle Period without the prior consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. For the avoidance of doubt, neither Buyer nor any of its Affiliates shall take any action with respect to any PHH Group Tax Return. Other than as required by applicable Law, neither the Company nor any of its Affiliates shall amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Fleet Subsidiaries or the Fleet Business (other than a PHH Group Tax Return of the Company) if such amendment, refiling or modification reasonably could be expected to be adverse to Buyer, except with the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned.
(vi) Notwithstanding any other provision of this Section 4.11(b), the Company, in its sole discretion, may cause any Fleet Subsidiary to elect to claim (or not claim) “bonus depreciation” under Section 168(k) of the Code for any item of property for which such an election is available on any Buyer Tax Return for, or that includes any portion of, the taxable year ended December 31, 2013.
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Sources: Stock Purchase Agreement (PHH Corp)
Tax Returns. (a) In Except as provided in Section 6.5, DuPont shall prepare, or cause to be prepared in accordance with past practice (except as otherwise required by applicable Law, the Section 338(h)(10) Election or the final Section 338(h)(10) Allocation Schedule), the Parent shall and file or cause to be filed filed, when due (taking into account all extensions properly obtained) due, all Tax Returns that (other than Straddle Period Tax Returns) with respect to Taxes for which DuPont is responsible as described in Section 6.1(a) other than Taxes for which DuPont may be liable under Section 6.1(a)(ix), including Income Tax Returns for any DTI Company for any Pre-Closing Tax Period (other than Straddle Periods) and, subject to Section 6.1(b), shall pay in full the outstanding balance of such Tax shown to be due on such Tax Returns. Buyer shall, and shall cause the DTI Companies to, cooperate with, and take any action reasonably requested by, DuPont with respect to the preparation and filing of such Tax Returns. The immediately preceding sentence shall, in no way, be 207 construed as limiting or otherwise modifying the rights and obligations of the parties under Section 6.8. DuPont shall prepare Tax Returns for the Tax year ending December 31, 2003 for entities formed after January 1, 2002, by applying such conventions, elections, methodologies and tax accounting rules as are consistent with the past practices of the owners of the assets of such DTI Companies as determined as of January 1, 2002.
(b) Except as provided in Section 6.5, Buyer shall prepare, or cause to be prepared in accordance with applicable Law and, in the case of any Straddle Period Tax Return, consistent with past practice, if any, for such Tax Return to the extent possible, and file or cause to be filed, when due, all Tax Returns with respect to the DTI Companies required to be filed by or with respect other than those described in Section 6.3(a) and, subject to Section 6.1(a), shall pay in full the Company and the Transferred Subsidiaries (i) for Pre-Closing Taxable Periods (but only with respect to outstanding balance of such Tax Returns required shown to be filed by or with respect to the Company or any Transferred Subsidiary on a combined, consolidated, unitary or similar basis with the Parent or any Affiliate of the Parent (other than the Company or any Transferred Subsidiary) and not Tax Returns required to be filed separately by the Company or any Transferred Subsidiary) or (ii) that are due on or before the Closing Date (with respect to other Tax Returns), and in each case the Parent shall remit or cause to be remitted any Taxes due in respect of such Tax Returns.
(bc) The Acquiror shall file If either DuPont or cause Buyer is obligated under this Agreement to bear the economic burden for any portion of the Tax payable in connection with any Tax Return to be prepared and filed when due all Tax Returns by the other (or an Affiliate of the other), the party responsible for Pre-Closing Taxable Periods filing such return (the "PREPARER") shall prepare and deliver to the other party (the "PAYOR") a copy of such return and any schedules, work papers and other documentation that are required to be filed by or with respect relevant to the Company or any Transferred Subsidiary that are not Tax Returns which Parent is required to file or cause to be filed pursuant to Section 7.01(a). The Acquiror shall prepare such Tax Returns in accordance with the past practice preparation of the Company and portion of such return for which the Transferred Subsidiaries (except as otherwise required by applicable Law, the Section 338(h)(10) Election Payor is or the final Section 338 Allocation Schedule) and shall deliver any such Tax Returns that relate to Income Taxes (“Income Tax Returns”) to the Parent for its review at least may be liable hereunder not later than thirty (30) days prior to the due date (taking into account all extensions properly obtained) for filing. The Acquiror shall deliver a final copy (as filed) of such Tax Returns that are not Income Tax Returns to the Parent for its review, accompanied by any reasonably requested explanation and supporting computations, no later than fifteen (15) days after filing such Tax Returns. In each case, the Acquiror and the Parent shall cooperate to resolve any disagreements regarding the items on any such Tax Return no later than twenty (20including applicable extensions) days after Acquiror (the "DUE DATE"). The Preparer shall have delivered not file such Tax Return. If Return until the parties resolve all disagreements earlier of (i) the receipt of written notice from the Payor indicating the Payor's consent thereto or have no disagreements, Parent shall pay (ii) one (1) day prior to the Acquiror the amount for which Parent is liable under Section 7.03(a) Due Date. Buyer and DuPont agree to make a good faith effort to resolve disputes arising out of this Agreement with respect to such Tax ReturnSection 6.3(c) on a fair and equitable basis and, in the case of an Income Tax Returnif necessary, no later than by reference, within five (5) Business Days days after the due date for filing written request by a party, to a panel consisting of an appointee of each party's chief financial officer, such Income Tax Return, and in other cases, no later than twenty-five (25) Business Days after receipt by the Parent of the relevant Tax Return. If, however, the parties are unable to resolve all such disagreements, any unresolved dispute shall be submitted to an Expert, selected pursuant to the Expert Selection Process, and the Parent shall pay to Acquiror (pursuant to the same schedule as set forth in the previous sentence) the amount for which Parent is liable under Section 7.03(a) of this Agreement with respect to the relevant Tax Return if Parent’s position with respect to the disputed item were adopted on such Tax Return. If the Expert subsequently determines that the Acquiror’s position “is more likely than appointee not to be” the correct position under applicable Law, the Parent shall promptly pay to the Acquiror an amount of cash equal to the disputed amount resolved include any person employed in the Acquiror’s favor. The Acquiror shall timely file, or cause to be timely filed, each Tax Return described in this Section 7.01(b) and shall timely pay, or cause to be timely paid, all Taxes payable with respect to each such Tax Returneither party's tax department.
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