Straddle Tax Returns. OpCo Purchaser shall cause to be prepared and filed all Tax Returns for each of the OpCo Acquired Companies and PropCo Purchaser shall cause to be prepared and filed all Tax Returns for the PropCo Acquired Companies, in each case, for each Straddle Period (any such return, a “Straddle Period Tax Return”). Each Straddle Period Tax Return shall be prepared in all material respects in accordance with applicable Tax Law and the past practice of each of the Acquired Companies, as applicable, in filing their Tax Returns. Each Purchaser shall provide Seller with a copy of each Straddle Period Tax Return, as applicable, no later than thirty (30) days prior to the date such Straddle Period Tax Return is due (giving effect to any properly obtained extension) for Seller’s review. Within ten (10) Business Days of delivery to Seller of any such Straddle Period Tax Return, Seller shall inform the applicable Purchaser of any objections Seller has to such Straddle Period Tax Return. If Seller informs any Purchaser of any such objections within such 10-Business Day period, then Seller and such Purchaser shall negotiate in good faith to resolve such objections. If, despite such good faith efforts, Seller and such Purchaser are unable to resolve such objections within five (5) Business Days after the delivery of such objections to such Purchaser, then the matter shall be submitted to the Accounting Firm for review and resolution, which shall be limited to such objections. Each Purchaser shall cause to be timely filed such Straddle Period Tax Return on the basis of the copy provided to Seller, as modified to reflect the resolution of Seller’s objections thereto (if any).
Straddle Tax Returns. At the direction and control of Buyer, the Company will timely prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and each of its Subsidiaries for all periods that include the Closing Date but do not end on the Closing Date (“Straddle Tax Returns”). Buyer will provide each such Straddle Tax Returns to the Sellers’ Representative not later than sixty (60) days before the due date for such Tax Returns for the review and comment of Sellers. In the event the Sellers’ Representative (on behalf of Sellers) reasonably disagrees with any aspect of a Straddle Tax Return that relates to a Tax liability for which Sellers would be responsible and provides written notice of such disagreement to Buyer within twenty (20) days after receipt of such Straddle Tax Return, time being of the essence, the disagreement will be resolved by the Auditor. Any costs and expenses of the Auditor incurred pursuant to this Section 5.02(d) shall be borne equally by Buyer, on one hand, and Sellers, on the other hand. PR01/ 1485553.8
Straddle Tax Returns. VF shall prepare, or cause to be prepared, all Straddle Tax Returns. VF shall submit to Kontoor Brands a copy of each Straddle Tax Return no later than the earlier of June 30, 2020 or two weeks prior to the date such Straddle Tax Return is required to be filed. Kontoor Brands shall file, or cause to be filed, any such Straddle Tax Returns required to be filed.
Straddle Tax Returns. At the direction and control of Buyer, the Company will timely prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries for all periods that begin before, and end on or after, the Closing Date (“Straddle Tax Returns”). Buyer shall provide each such Straddle Tax Return that is an Income Tax Return, if any, (a “Straddle Income Tax Return”) to Seller not later than 60 days before the due date for such Tax Return. In the event that Seller disagrees with any aspect of any such Straddle Income Tax Return and provides written notice of such disagreement to Buyer within 20 days after receipt of such Straddle Income Tax Return, time being of the essence, Buyer and Seller will attempt in good faith to resolve such disagreement. In the event that such disagreement has not been resolved within five days of Seller’s receipt of the Notice of Disagreement, then the disagreement will be submitted to the Independent Accountants for resolution in accordance with Section 4.9(a)(i)(A)- (C). Seller shall be responsible for all Taxes of the Company or its Subsidiaries relating to the portion of a Straddle Period ending on the day prior to the Closing Date.
Straddle Tax Returns. 45 Subsidiary .............................................................................. 7 Tax ..................................................................................... 7
Straddle Tax Returns. At the direction and control of the Purchaser, the Company will timely prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and each of its Subsidiaries for all periods that include the Closing Date but do not end on the Closing Date (“Straddle Tax Returns”). The Purchaser shall provide each such Straddle Tax Returns to the Shareholder and the Noteholder not later than sixty (60) days before the due date for such Tax Returns for the review and comment of the Shareholder and the Noteholder. In the event the Shareholder or the Noteholder reasonably disagrees with any aspect of a Straddle Tax Return that relates to a tax liability for which the Shareholder or the Noteholder would be responsible under this Section 10.1(b) or Article XIII and provides written notice of such disagreement to the Purchaser within twenty (20) days after receipt of such Straddle Tax Return, time being of the essence, the disagreement will be resolved by the Independent Accountants. Any costs and expenses of the Independent Accountants incurred pursuant to this Section 10.1(b) shall be borne equally by the Purchaser, on one hand, and the Shareholder, the Noteholder and the Phantom Unit Holders, on the other hand; provided that such costs and expenses borne by the Shareholder, the Noteholder and the Phantom Unit Holders shall be paid in accordance with the Shareholder Portion, the Noteholder Portion and the Phantom Unit Holder Portion, respectively, from the Indemnification Escrow Amount (without duplication of any rights to recovery, payment, or indemnity set forth herein).
Straddle Tax Returns. The Purchaser shall cause each Group Company to prepare and file, or cause to be prepared and filed, any Tax Returns required to be filed by such Group Company for any taxable periods which include (but do not end on) the Closing Date (“Straddle Periods”) (such Tax Returns, “Straddle Period Tax Returns”). The Purchaser shall provide to the Sellers’ Representative a copy of each Straddle Period Tax Return and a statement certifying the amount of Taxes shown on such Straddle Period Tax Return, if any, that are chargeable to the Sellers for review and comment at least 15 days before such Straddle Period Tax Return is required to be filed and shall make any changes reasonably requested by the Sellers’ Representative. The Purchaser shall cause the Group Companies to pay the Taxes shown as payable on such Straddle Period Tax Returns, subject to any right of the Purchaser to indemnification in accordance with Section 10.7. In the case of any Straddle Period, the amount of any income Taxes with respect to a Pre-Closing Period will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of any other Tax with respect to a Group Company with respect to any Straddle Period which relates to a Pre-Closing Period will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is number of days in the portion of such Straddle Period ending on the Closing Date and the denominator of which is the total number of days in such Straddle Period.
Straddle Tax Returns. Seller shall prepare or cause to be prepared in a manner consistent with past practice (except as otherwise required by Law) and file or cause to be filed any Tax Returns of CPAM for periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”).
Straddle Tax Returns. Except as otherwise provided in Section 7.10(a)(i), US Buyer shall prepare and file or cause to be prepared and filed, (in each case in a manner consistent with past practice) any Tax Returns of the Target Companies for periods that begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”), at the Target Companies’ expense. Within a commercially reasonable amount of time prior to filing, US Buyer shall provide the Sellers’ Representative with copies of all such Straddle Period Tax Returns for its review and consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Straddle Tax Returns. Except as otherwise provided herein, Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Target Group for Tax periods which end after the Closing Date, and Buyer shall cause the Target Group, at the Target Group’s expense, to pay all Taxes with respect to such periods, subject to Seller’s responsibility for Pre-Closing Taxes. Buyer shall permit Seller to review and comment, prior to filing, on each Tax Return for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). To the extent not reflected as a liability on the Estimated Balance Sheet, Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns and payable by Seller pursuant to this Section 3.1.3(b) at least ten (10) days before Buyer is required to cause to be paid the related Tax liability.
