Examples of Pre-Closing Income Tax in a sentence
Seller shall be responsible for the preparation and filing of any Tax Return with respect to any Acquired Company or the Business or the Acquired Assets that is required to be filed on or before the Closing Date and any Pre-Closing Income Tax Return, including in each case any amended Tax Return, and each such Tax Return shall be true and correct and completed in accordance with applicable law and consistent with past practice.
Any Pre-Closing Non-Income Tax Return that Buyer identifies pursuant to clause (i) hereof will be subject to the same procedures as a Pre-Closing Income Tax Return set forth in Section 8.6.2(a) and 8.6.2(b), mutatis mutandis.
When delivering any Pre-Closing Non-Income Tax Return to Seller, Buyer shall notify Seller whether such Pre-Closing Non-Income Tax Return (i) will be subject to the same review, approval, comment and dispute rights as the rights Seller has with respect to a Pre-Closing Income Tax Return pursuant to Section 8.6.2(a) and 8.6.2(b) or (ii) will not be subject to such review, approval, comment and dispute rights (such an identified Tax Return, a “Non-Reviewed Return”).
In cases where Buyer cannot elect to relinquish such carrybacks, no Seller Entity shall have any obligation to pay to Buyer or any Acquired Company any Tax refund or other amount resulting from a carryback of a post-acquisition Tax attribute of any Acquired Company into a Pre-Closing Income Tax Return.
The Company shall timely pay to the appropriate Governmental Entity the full amount of any Taxes due and payable by the Company with respect to such Pre-Closing Income Tax Returns.
Such Pre-Closing Income Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Company, except as required by applicable Law.
The Buyer shall cause the Company to timely file each Buyer Pre-Closing Income Tax Return as finally prepared pursuant to this Section 9.2(d).
Seller shall be responsible for the preparation and filing of any Tax Return with respect to any Acquired Company or the Business or the Acquired Assets that is required to be filed on or before the Closing Date and any Pre-Closing Income Tax Return, including in each case any amended Tax Return, and each such Tax Return shall be true and correct and completed in accordance with applicable Law and consistent with past practice.
The Seller shall pay to the Purchaser no later than five (5) Business Days before the due date of such Pre-Closing Income Tax Return (taking into account any extension) the amount equal to the Taxes payable by the Company with respect to such Pre-Closing Income Tax Return.
If the Shareholders shall fail to submit any Pre-Closing Income Tax Return to Purchaser in accordance with this Section 13.01(b), Purchaser shall have the right to prepare and file such Pre-Closing Income Tax Return.