Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (i) Seller shall be responsible for the preparation and filing of all Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Periods, which shall include Mercer, and for the payment of all federal income Taxes with respect to such returns. (ii) Seller shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) Such Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods. (iii) Buyer shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that relate to a Pre-Closing Tax Period and that are required to be filed after the Closing Date. Seller shall pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer shall be responsible for the preparation and filing of all Straddle Period Tax Returns with respect to Mercer, and for the payment of all Taxes with respect to such returns. Seller shall reimburse Buyer, in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, in accordance with paragraph (vii) below, to the pre-Closing portion of such Straddle Period (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.)

Additional Tax Matters. (ia) Seller Prior to the Closing Date, the Company shall be responsible for the preparation engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and filing of all Seller's federal consolidated local income Tax Returns with respect to all Pre-Closing Periods, which shall include Mercer, and for the payment of all federal income Taxes with respect to such returns. (ii) Seller shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that are required to be filed periods ending on or before the Effective Date (“Pre-Closing Tax Periods”) that have not been filed as of the Closing Date, and for the payment of all Taxes with respect to such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) . Such Tax Returns shall be prepared in a manner consistent with prior practicepractice except as otherwise required by applicable law, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods. (iii) Buyer shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that relate to a Pre-Closing Tax Period and that are required to be filed periods ending after the Closing Date. Seller The Company shall pay deliver a draft of any such Tax Return to Parent for Parent’s review and comment at least 15 days prior to the due date for the filing of such Tax Return (or if earlier, 15 days prior to the filing date thereof). Buyer, in immediately available funds, the Company and Parent shall cooperate to resolve any Taxes that are required to be paid with disagreement they may have regarding whether such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer shall be responsible for the preparation and filing of all Straddle Period Tax Returns with respect to Mercer, and for the payment of all Taxes with respect to such returns. Seller shall reimburse Buyer, in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, Return has been prepared in accordance with paragraph the prior practice of the Company (viior, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) belowas Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Return as actually filed, then the amount of Tax liabilities and Tax assets to be reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to this Section 6.5(a) shall be final, binding and non-appealable on the parties hereto. The fees and expenses of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause the Company, to the pre-Closing portion of such Straddle Period (less the portion of such pay all Taxes that are specifically accrued shown as current taxes due on Most Recent Financial Statementsany Tax Return filed pursuant to this Section 6.5(a).)

Additional Tax Matters. (i) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include MercerImperial, and for the payment of all federal income Taxes with respect to such returnsTax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("XXX Tax Returns") of Mercer Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such XXX Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) Returns. Such XXX Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered to the Buyer shall be responsible for review and comment thereon at least fifteen (15) days prior to the preparation and due date for their filing of all state and local Tax Returns of Mercer that relate relating solely to a Pre-Closing Tax Period Periods that have not been filed on or prior to the Closing Date and that which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph (iii) shall not apply to any XXX Tax Returns (other than those to be filed after in the Closing DateStates of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable XXX Tax Returns"), which Applicable XXX Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller shall pay Buyer, agree to consult and resolve in immediately available funds, good faith any Taxes that are required to be paid with issues arising as a result of the review of such Tax Returns (less by the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer shall be responsible for prior to the preparation and filing of all Straddle Period Tax Returns with respect to Mercer, and for the payment of all Taxes with respect to such returns. Seller shall reimburse Buyer, in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, in accordance with which this paragraph (vii) below, to the pre-Closing portion of such Straddle Period (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.iii)

Additional Tax Matters. To the extent relevant to the Business, the Purchased Assets or the Assumed Liabilities, Seller shall (i) Seller shall provide Buyer with such reasonable assistance as may be responsible for required in connection with the preparation of any Tax Return and filing the conduct of all Seller's federal consolidated income Tax Returns any audit or other examination by any Governmental Authority or in connection with respect judicial or administrative proceedings relating to all Pre-Closing Periods, which shall include Mercerany liability for Taxes, and for the payment of all federal income Taxes with respect to such returns. (ii) Seller shall retain and provide Buyer with all records or other information that may be responsible for relevant to the preparation and filing of all state and local any Tax Returns Returns, or the conduct of Mercer that any audit or examination, or other proceeding relating to Taxes. In the case of any real or personal property Taxes or any similar ad valorem Taxes attributable to the Purchased Assets or the Business for which Taxes are required to be filed reported on a Tax Return covering which Taxes are reported on a Tax Return covering a period which commences on or before prior to the Closing Date and which ends after the Closing Date, and for the payment of all Taxes with respect to such Tax Returns (less the portion of any such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) Such Tax Returns shall be prepared in a manner consistent with prior practiceprorated between Seller, on the one hand, and shall utilize accounting methodsBuyer, elections on the other, on a per diem basis, with Seller being liable for Taxes relating to any period up to and conventions that do not have including the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods Date and Post-Closing Tax Periods. (iii) Buyer shall be responsible being liable for the preparation and filing of all state and local Tax Returns of Mercer that relate Taxes relating to a Pre-Closing Tax Period and that are required to be filed any period commencing after the Closing Date. Seller shall The party required by applicable Law to pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns (less the portion “Paying Party”), to the extent such payment exceeds the obligation of the Paying Party hereunder, shall provide the other Party (the “Non-Paying Party”) with notice of payment, and within 10 days’ of receipt of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer notice of payment, the Non-Paying Party shall be responsible reimburse the Paying Party for the preparation and filing Non-Paying Party’s share of all Straddle Period such Taxes. The Party required by applicable Law to file a Tax Returns Return with respect to MercerTaxes shall do so within the time period prescribed by applicable Law, and for the payment of all Taxes with respect to such returns. Seller other Party shall reimburse Buyer, reasonably cooperate in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, in accordance with paragraph (vii) below, to the pre-Closing portion of such Straddle Period (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statementsconnection therewith.)

Additional Tax Matters. (a) All payments of any portion of the Purchase Price or other amounts payable to Seller (including, for greater certainty, Royalty Payments and Deferred Consideration) in respect of this Agreement shall be made without deduction or withholding for any Tax, except as required by applicable Law. To the extent amounts payable to Seller are subject to withholding or deduction for any Tax pursuant to applicable Law, Purchaser and/or its Affiliates, as applicable, shall (after giving reasonable notice to Seller and cooperating with Seller to obtain any available exemptions or reliefs) be entitled to make the required withholding. Purchaser agrees that, under current law, it does not intend to withhold U.S. Tax on any amounts payable under this Agreement, provided that Purchaser has received from Seller a properly completed and validly executed IRS Form W-8BEN-E (which has not expired under applicable regulations and/or instructions) certifying as to Seller’s eligibility for the benefits under the Convention Between the United States of America and Canada with Respect to Taxes on Income and on Capital, as amended by protocols, and claiming a zero percent (0%) rate of withholding on any royalties, interest and dividend income. In the event that Purchaser is required to withhold any non-U.S. Tax with respect to the Purchase Price, the amount of such payment, as applicable, shall be increased to the extent necessary to ensure that, after making all required withholdings or deductions, Seller receives an amount equal to the payment that would have been received had no such withholdings or deductions been required. In the event that Purchaser is required to withhold any non-U.S. Tax with respect to the Royalty Grant, the amount of such payment, as applicable, shall be increased to the extent necessary to ensure that, after making all required withholdings or deductions, Seller receives an amount equal to the payment that would have been received had no such withholdings or deductions been required (such increase, the “Royalty Gross-Up”); provided that the Royalty Gross-Up shall be payable only with respect to amounts payable within twelve (12) months following the date hereof unless the relevant non-U.S. Tax arises out of (i) Seller a change of legal domicile or tax residence of either Purchaser or KPI that is initiated by Purchaser or KPI for any reason, or (ii) the establishment of a new office outside Ireland by Purchaser or KPI, in which cases the Royalty Gross-Up shall be responsible for the preparation and filing of all Seller's federal consolidated income Tax Returns apply to payments made with respect to all Pre-Closing Periods, which shall include Mercer, and for the payment of all federal income Taxes with respect to such returns. (ii) Seller shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial StatementsRoyalty Grant at any time.) Such Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods. (iii) Buyer shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that relate to a Pre-Closing Tax Period and that are required to be filed after the Closing Date. Seller shall pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer shall be responsible for the preparation and filing of all Straddle Period Tax Returns with respect to Mercer, and for the payment of all Taxes with respect to such returns. Seller shall reimburse Buyer, in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, in accordance with paragraph (vii) below, to the pre-Closing portion of such Straddle Period (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.)

Additional Tax Matters. (ia) To the extent not otherwise provided in this Agreement, Seller shall be responsible for the preparation and filing of shall promptly pay when due all Seller's federal consolidated income Tax Returns Property Taxes levied with respect to all Pre-Closing Periods, which shall include Mercer, and for the payment of all federal income Taxes with respect Purchased Assets attributable to such returns. (ii) Seller shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) Such Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax PeriodsPeriod. (iii) Buyer All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be responsible for apportioned between Buyer and Seller based on the preparation and filing number of all state and local Tax Returns days of Mercer that relate to a such Straddle Period included in the Pre-Closing Tax Period and that are required to be filed after the Closing Date. Seller shall pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns (less the portion number of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer shall be responsible for the preparation and filing of all Straddle Period Tax Returns with respect to Mercer, and for the payment of all Taxes with respect to such returns. Seller shall reimburse Buyer, in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, in accordance with paragraph (vii) below, to the pre-Closing portion days of such Straddle Period (less included in the portion Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes that are specifically accrued is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Seller, as current taxes on Most Recent Financial Statementsapplicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.5(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that Buyer or Seller makes any payment for which it is entitled to reimbursement under this Section 7.5(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.)

Additional Tax Matters. No later than one hundred eighty (i180) Seller shall be responsible for the preparation and filing of all Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Periods, which shall include Mercer, and for the payment of all federal income Taxes with respect to such returns. (ii) Seller shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that are required to be filed on or before days after the Closing Date, Purchaser shall prepare and deliver to the Motion Companies for each of their consent (which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the payment Purchase Price (and any other items that are required for federal income Tax purposes to be treated as Purchase Price) among the Transferred Assets (such schedule, the “Allocation”). If the Motion Companies raise any objection to the Allocation within ten (10) Business Days of the receipt thereof, Purchaser and the Motion Companies shall negotiate in good faith to resolve such objection(s). If the Motion Companies do not raise any objection to the Allocation within ten (10) Business Days of the receipt thereof, the Motion Companies shall be deemed to have conclusively accepted the Allocation. If, and to the extent the parties are unable to agree on the Allocation, each of the Motion Companies, on the one hand, and the Purchaser, on the other hand, shall be free to allocate the Purchase Price (and any other items that are required for federal income Tax purposes to be treated as Purchase Price) among the Transferred Assets without regard to the allocation of any other party. In the event the parties agree to the Allocation, Purchaser and each Motion Company shall report and file all Taxes Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation as finally agreed upon, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Governmental Authority or any other Proceeding) without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent Purchaser or the Motion Companies from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation, and neither Purchaser nor the Motion Companies shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Allocation. In the event the parties agree to the Allocation, Purchaser and the Motion Companies shall cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Allocation, including any amendments to such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) Such Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods. (iii) Buyer shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that relate forms required pursuant to a Pre-Closing Tax Period and that are required to be filed after the Closing Date. Seller shall pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer shall be responsible for the preparation and filing of all Straddle Period Tax Returns this Agreement with respect to Mercer, and for the payment of all Taxes with respect to such returns. Seller shall reimburse Buyer, in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, in accordance with paragraph (vii) below, adjustment to the pre-Purchase Price. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 8.15 shall survive the Closing portion until the liquidation and winding up of such Straddle Period Motion Companies (less but in no event later than sixty (60) days after the portion expiration of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statementsthe applicable statute of limitations).)

Additional Tax Matters. (ia) Seller shall be responsible for For so long as the preparation tax structure in respect of the Company and filing of all Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Periodsits Subsidiaries described in Exhibit J is in effect (the "Initial Structure"), which shall include Mercer, and for the payment of all federal income Taxes with respect to such returns. (ii) Seller shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such Tax Returns (less the portion of such Taxes that are specifically accrued except as current taxes on Most Recent Financial Statements.) Such Tax Returns shall be prepared in approved by a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods. (iii) Buyer shall be responsible for the preparation and filing of all state and local Tax Returns of Mercer that relate to a Pre-Closing Tax Period and that are required to be filed after the Closing Date. Seller shall pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns (less the portion of such Taxes that are specifically accrued as current taxes on Most Recent Financial Statements.) (iv) Buyer shall be responsible for the preparation and filing of all Straddle Period Tax Returns with respect to Mercer, and for the payment of all Taxes with respect to such returns. Seller shall reimburse Buyer, in immediately available funds, for the portion of any Tax relating to a Straddle Period that is allocable, Qualified Vote in accordance with paragraph Section 3.08(b), the Company shall be operated so that neither it nor any of its Subsidiaries that is located in a tax haven for purposes of the Mexican income tax law (viiLey de Impuestos Sobre la Renta, Titulo 1, Disposiciones Generales, Articulo 5(b) (the "Neutral Provisions") will have any income that gives rise to any Mexican income tax payable by America Movil or any of its Mexican Subsidiaries. In addition, for so long as the Initial Structure is in effect, notwithstanding any other provision contained herein, AM Latin America, on behalf of itself and America Movil may elect at any time, in its sole discretion to cause the Company and certain of its Subsidiaries to adopt, either the Danish Structure or the Netherlands-Danish Structure, set forth in Exhibit J hereto (the "Alternate Structure") by delivering the Structure Notice (as defined below, ) to the preother Shareholders and the Shareholders shall take all necessary actions to give effect to such election; provided, however, if any change or modification in the tax laws of Denmark (in the case of the Danish Structure) or Denmark or the Netherlands (in the case of the Netherlands-Closing portion Danish Structure) takes place after the date hereof but prior to the date of the Structure Notice which would materially adversely affect the tax position of any Veto Shareholder as a Shareholder of the Company under the relevant Alternate Structure, the Veto Shareholders shall negotiate in good faith to agree to a substitute tax structure, and until such agreement is reached, no Structure Notice may be given that specifies an Alternate Structure based in the tax jurisdiction in which such change or modification has occurred; provided, further, that each Shareholder shall be deemed to have agreed to any proposed substitute tax structure under which its net tax obligations are equal to or less than the net tax obligations it would have incurred under the Danish Structure or the Netherlands-Danish Structure absent any such change in law. For purposes of this Section 5.14, "Structure Notice" shall mean a certificate signed by a senior officer of AM Latin America, on behalf of itself and America Movil, stating that implementation of the Alternate Structure specified therein will avoid adverse tax consequences for America Movil and its Mexican Subsidiaries. Such Alternate Structure shall be implemented within 30 days following the date of such Straddle Period (less notice or as soon as practicable thereafter. The costs, expenses and losses incurred by the portion of Company or any Shareholder in implementing such Taxes that are specifically accrued as current taxes on Most Recent Financial StatementsAlternate Structure shall be borne by the Company.)