Straddle Period Tax Returns. The Purchaser shall, at the Purchaser’s expense, prepare and file, or cause to be prepared and filed, any Tax Returns required to be filed by the Company or its Subsidiaries for any taxable periods which include (but do not end on) the Closing Date (“Straddle Periods”) (such Tax Returns, “Straddle Period Tax Returns”) and the Purchaser shall pay, or cause to be paid, all Taxes with respect to such Straddle Period Tax Returns, subject to the Stockholders’ obligation for the Taxes of such Straddle Period attributable to the portion of the Straddle Period ending on the Closing Date, as determined in accordance with Section 7.7(c) and subject to Section 7.7(j). Such Straddle Period Tax Returns shall be prepared on a basis consistent with Section 7.7(j) and the Tax Returns previously filed by the Company and its Subsidiaries, unless otherwise required by applicable Tax Law. The Purchaser shall provide a copy of each Straddle Period Tax Return together with copies of any relevant supporting schedules, work papers and other documentation that are reasonably requested by the Stockholder Representative, and a sufficiently detailed statement certifying the amount of any Taxes of a Straddle Period attributable to the portion of the Straddle Period ending on the Closing Date (the “Pre-Closing Taxes”) shown on such Straddle Period Tax Returns, if any, that may be chargeable to the Stockholders (the “Tax Statement”) to the Stockholder Representative for review and comment at least fifteen (15) days before such Straddle Period Tax Return is filed (taking into account any valid extensions) and shall consider in good faith any comments provided by the Stockholder Representative. The Purchaser and the Stockholder Representative agree to consult and resolve in good faith any objections from the Stockholder Representative with respect to the Straddle Period Tax Returns or Pre-Closing Taxes. However, if the Purchaser and the Stockholder Representative cannot resolve any such objections, the matter shall be referred to the Arbitrator for prompt resolution.
Straddle Period Tax Returns. Buyer shall prepare, or cause to be prepared, and timely file, or cause to be timely filed (taking into account applicable extensions of time to file), all Tax Returns of the Company and its Subsidiaries for all Straddle Periods that are required to be filed within twelve (12) months after the Closing Date (or such other time as Buyer is entitled to indemnification in respect of such Tax Returns under Article X (taking into account the limitations set forth therein)). The portion of any such Tax Returns ending on or before the Closing shall be prepared and filed in a manner consistent with the past practice of the Company and its Subsidiaries, except as required by applicable Law; provided further that, with respect to the preparation of the Tax Returns under this Section 6.08(b), such Tax Returns shall, to the extent permitted by applicable Law, reflect all applicable Transaction Tax Deductions and the parties agree that the Company and its Subsidiaries shall (x) elect to carry back any net operating losses from the tax period ending on the Closing Date to prior taxable years to the fullest extent permitted by law (using any available short-form or accelerated procedures for carrybacks (including filing IRS Form 1139) and any corresponding form for applicable state, local and foreign tax purposes) and (y) file amended Tax Returns with respect to carrybacks to the extent necessary to obtain any potential Tax refunds related thereto, in each case at the expense of the Representative (on behalf of the Stockholders and Optionholders). Buyer shall provide the Representative a copy of each such Tax Return that relates to income Taxes or, in the case of a material non-income Tax Return, reflects an amount for which Buyer is entitled to indemnification under Article X (taking into account the limitations set forth therein) at least thirty (30) days prior to the due date for filing thereof (taking into account applicable extensions of time to file) in the case of an income Tax Return, and as soon as reasonably practicable in the case of a material non-income Tax Return, for the Representative’s (x) review and approval with respect to the portion of any such Tax Returns ending on or before the Closing Date which may result in an indemnity obligation under Article X (taking into account the limitations set forth therein), such approval not to be unreasonably withheld, conditioned or delayed and (y) review and comment with respect to other Tax Returns or portions the...
Straddle Period Tax Returns. (a) Following the Closing Date, Marathon and New Ashland Inc. shall meet and prepare a written schedule that allocates the responsibility for preparing and filing Straddle Period Tax Returns in each jurisdiction of former members of the Ashland Group and successors thereof that become members of the Marathon Group by reason of the Acquisition Merger. If the parties are unable to agree, the party with the most substantial presence in the jurisdiction, taking into account their respective assets or businesses, shall have preparation and filing responsibility. If Marathon and New Ashland Inc. are not able to agree upon the party with the most substantial presence in a jurisdiction within 60 days after the Closing Date, the preparation and filing responsibility for the disputed jurisdictions shall be determined by a mutually acceptable certified public accounting firm. The filing party shall timely pay all Taxes with respect to such Straddle Period Tax Returns.
Straddle Period Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each Acquired Company for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). All Straddle Period Tax Returns shall be prepared in a manner consistent with the past practice of the Acquired Companies except as otherwise required by Applicable Law. Buyer shall provide Shareholder Representative with completed drafts of such Straddle Period Tax Returns for Shareholder Representative’s review and comment at least forty-five (45) days prior to the due date for filing thereof, and will consider in good faith changes reasonably and timely requested by Shareholder Representative. Buyer and Shareholder Representative will attempt in reasonable good faith to resolve any disagreements regarding such Straddle Period Tax Returns prior to the due date for filing. To the extent that Buyer and Shareholder Representative are unable to reach an agreement regarding any such Straddle Period Tax Returns, the dispute will be submitted to the Independent Accounting Firm for resolution, with the costs of the Independent Accounting Firm to be paid fifty percent (50%) by the Shareholders (from the Shareholder Representative Expense Fund) and fifty percent (50%) by Buyer. The Shareholders shall pay to the relevant Acquired Company within ten (10) days of its receipt of notice from Buyer that such Taxes have been paid to the appropriate Governmental Authority by the Acquired Company an amount equal to the portion of such Taxes that relate to the Pre-Closing Tax Period portion of such Straddle Period (except to the extent that such Tax Liabilities were reflected in the calculation of Aggregate Cash Consideration). For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the Pre-Closing Tax Period shall (i) in the case of any Taxes other than Taxes based upon or related to income, receipts, or payroll, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Taxes based upon or related to income, receipts, or payroll, be deemed equal to the amount which would be payable if the...
Straddle Period Tax Returns. Buyer will prepare or cause to be prepared each Tax Return of Pipelogic for a Straddle Period (each, a “Straddle Tax Return”). Not later than thirty (30) days (or such shorter period as required to timely file such Tax Returns) prior to the due date for filing such Straddle Tax Return, Buyer will deliver a copy of such Straddle Tax Return (other than 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 taxable period, in each case a copy of which shall be provided to Sellers by Buyer upon Sellers’ written request), together with all supporting documentation and workpapers, to Sellers for its review and comment. Buyer will cause such Straddle Tax Return (as revised to incorporate Sellers’ reasonable comments) to be filed timely with the appropriate Governmental Authority and will provide a copy to Sellers. Not later than five (5) days prior to the due date for payment of Taxes with respect to such Straddle Tax Return, Sellers will pay to (or at the direction of) Buyer the amount of any Seller Taxes with respect to such Straddle Tax Return.
Straddle Period Tax Returns. One Stone will prepare or cause to be prepared all Tax Returns of the Companies for all Straddle Periods (each, a “Straddle Tax Return”). Not later than 30 days prior to the due date for filing any such Straddle Tax Return (other than Tax Returns for sales tax, use tax, payroll tax or social security or other Tax Returns that are due simultaneously with or soon after the end of the Tax Period), One Stone will deliver a draft of such Straddle Tax Return, together with all supporting documentation and workpapers, to Magellan for Magellan’s review and comment. The Parties shall cause the relevant Company to timely file such Straddle Tax Return (as revised to incorporate the Magellan’s reasonable comments) with and pay the amount of Taxes shown as due thereon to the appropriate Governmental Authority and provide a copy of such Tax Return and any receipt of payment to each of the Parties. Not later than five days prior to the due date for payment of Taxes with respect to such Straddle Tax Return, Magellan will pay to (or at the direction of) One Stone the amount of Taxes allocable to the portion of such Straddle Period ending immediately prior to the Effective Time (as determined pursuant to Section 4.9(b)(i); provided, however, that in the case of Utah CO2, Magellan shall only be required to pay to One Stone an amount equal to 51% of such Taxes.
Straddle Period Tax Returns. With respect to any Tax Return covering a Straddle Period that is filed after the Closing Date with respect to the Company, the Parent shall cause such Tax Return to be prepared. Not later than 30 days prior to the due date of each such Tax Return, the Parent shall deliver a copy of such Tax Return to the Representative together with a statement of the amount of Parent Indemnified Taxes with respect to such Tax Return. Not later than five days prior to the due date for payment of Taxes with respect to any such Tax Return, the Principals shall pay to the Parent the amount of any Parent Indemnified Taxes with respect to such Tax Return.
Straddle Period Tax Returns. Parent will, at its expense, prepare and timely file, or cause to be prepared and timely filed, all Straddle Period Tax Returns required to be filed by the Company and shall cause the Company to pay all Taxes showing as due on such Straddle Period Tax Returns. All Straddle Period Tax Returns will be prepared and filed in a manner that is consistent with the prior practice of the Company, except as required by applicable Law. Parent will deliver or cause to be delivered drafts of all Straddle Period Tax Returns to the Interested Holders Representative for his review at least thirty (30) days prior to the due date of any such Straddle Period Tax Return (or at least ten (10) days prior to the due date for such Pre-Closing Period Tax Return in the case of a Straddle Period Tax Return that is due less than forty-five (45) days after the end of the applicable taxable period) and will notify the Interested Holders Representative of the Parent’s calculation of the Interested Holders’ share of the Taxes of the Company for such Straddle Period (determined in accordance with Section 6.01(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of the Interested Holders’ share of the Tax liability for such Straddle Period (determined in accordance with Section 6.01(b)) will be subject to the Interested Holders Representative’s review and comment (and Parent shall consider in good faith and implement the reasonable comments of the Interested Holders Representative to such Straddle Period Tax Returns, to the extent such comments are consistent with the Company’s past practice and applicable Law) and consent to the filing of such Straddle Period Tax Returns, such consent not to be unreasonably withheld, conditioned or delayed. If the Interested Holders Representative has comments regarding any item on any such Straddle Period Tax Return, the Interested Holders Representative will notify Parent (by written notice within fifteen (15) days of receipt of such draft of such Straddle Period Tax Return) of such comments and the basis for such comment. If the Interested Holders Representative does not provide comments by written notice within such period, the amount of Taxes shown to be due and payable on such Straddle Period Tax Return will be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 6.01(a)(ii). If the Interested Holders Representative timely provides comments regarding a Straddl...
Straddle Period Tax Returns. Seller shall prepare or cause to be prepared all Tax Returns (other than Seller Consolidated Returns) of the Acquired Companies for all Straddle Periods that are required to be filed after the Closing Date (“Straddle Period Tax Returns”). Not later than thirty (30) days prior to the due date (including applicable extensions) for filing any such Straddle Period Tax Return, Seller shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and reasonable comment. Buyer will cause such Straddle Period Tax Return (as prepared by Seller) to be timely filed and will provide a copy to Seller.
Straddle Period Tax Returns. WRS will prepare or cause to be prepared each Tax Return of Wholesale and Transport for a Straddle Period (each, a “Straddle Tax Return”). Not later than thirty (30) days prior to the due date for filing such Straddle Tax Return, WRS will deliver a copy of such Straddle Tax Return (other than 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 taxable period, in each case a copy of which shall be provided to MPLX by WRS upon MPLX’s written request), together with all supporting documentation and workpapers, to MPLX for its review and comment. MPLX shall provide any comments to any such draft Tax Return no later than fifteen (15) days after receipt of such draft from WRS, and WRS will cause such Straddle Tax Return (as revised to reflect any reasonable comments timely received MPLX) to be filed timely with the appropriate Governmental Authority and will provide a copy to MPLX. Not later than five (5) days prior to the due date for payment of with respect to such Straddle Tax Return, MPLX will pay to WRS the amount of any Energy Taxes with respect to such Straddle Tax Return.
