Tax Returns for Straddle Periods. The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and each Subsidiary for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). The Purchaser shall be reimbursed by the Shareholder for an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on and including the Closing Date within fifteen (15) days after filing the applicable Tax Return and providing proof of payment by the Purchaser or the Company or any Subsidiary of such Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (y) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (z) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which is payable if the relevant Tax period ended on the Closing Date; provided, further, that any franchise Tax or other Tax providing the right to do business shall be allocated to the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company. The Purchaser shall provide the Shareholder with copies of any Tax Returns to be filed by the Purchaser pursuant to this Section 6.8(c) at least ten (10) days before the due date thereof (giving effect to any extensions thereto). The Shareholder shall have the right but not the obligation to review and comment on such Tax Returns before the filing of such Tax Returns.
Tax Returns for Straddle Periods. Purchaser shall prepare and timely file all Tax Returns required to be filed by each Company and Subsidiary of a Company under the Laws of any jurisdiction for any period that includes the Closing Date and that does not end on the Closing Date or as a result of the Closing (a “Straddle Period”), and such Company or Subsidiary shall duly and timely pay all Liabilities for Taxes shown on such Tax Returns. Seller shall duly and timely pay to Purchaser an amount equal to the portion of the Liabilities for Taxes attributable to the portion of the Straddle Period ending on the Closing Date (the “Pre-Closing Partial Period”) to the extent that such Taxes are not reflected as liabilities in the calculation of the Final Net Working Capital Amount, or to the extent that such Taxes are reflected as liabilities in the calculation of the Final Net Working Capital Amount but are taken into account in determining the amount of a payment required to be made by Seller to Purchaser under Section 7(a). Seller shall make such payment to Purchaser no later than three (3) Business Days prior to the due date for filing the applicable Tax Return for such Straddle Period (or, if such Liability is determined pursuant to a Tax Proceeding, no later than three (3) Business Days before Purchaser is required to pay such Tax), and Purchaser shall timely remit such payment to the appropriate Governmental Authority. Seller and Purchaser shall make any elections and take such other actions as are reasonably available to cause the portion of any taxable period that otherwise would not end on the Closing Date or as of the Closing Date to be treated as a separate taxable year or period under applicable Tax law of any non-U.S. jurisdiction, rather than as a Straddle Period. Purchaser’s preparation and filing of Tax Returns for a Straddle Period shall be consistent with the historic practices and procedures of such Company or Subsidiary and shall be subject to Seller’s review and approval before filing. Purchaser shall make drafts of all Tax Returns for Straddle Periods available for Seller’s review and approval no later than twenty (20) Business Days prior to the due date for filing such Tax Returns.
Tax Returns for Straddle Periods. (a) Except as provided in Sections 2.02(b), (c) and (d), Zimmer shall prepare and file all Tax Returns of each member of the Zimmer Group for all Straddle Periods.
Tax Returns for Straddle Periods. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company that are required to be filed for a Straddle Period. At least ten (10) Business Days prior to the due date (taking into account any extension) for the filing of any such Tax Return, Buyer shall provide Sellers’ Representative a copy of such Tax Return for Sellers’ Representative’s review and comment. Sellers’ Representative shall provide Buyer with its comments, if any, to such Tax Return at least five (5) Business Days prior to the due date of such Tax Return, and Buyer shall incorporate any reasonable comments provided by Sellers’ Representative that relate to a Pre-Closing Tax Period.
Tax Returns for Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and any Company Subsidiary for Straddle Periods and shall present such Tax Returns to the Stockholder Representative for review at least fifteen (15) Business Days before the date on which such Tax Returns are required to be filed (or if the filing due date is within forty-five (45) days following the Effective Time, as promptly as practicable following the Effective Time). If the Stockholder Representative, within ten (10) Business Days after receipt of any such Tax Return, notifies Parent in writing that he objects to any of the items in such Tax Return, Parent and the Stockholder Representative shall attempt in good faith to resolve the dispute, and, if they are unable to do so, the disputed items shall be submitted to the Independent Auditor for determination prior to the filing deadline of such Tax Returns. The Stockholders shall pay to Parent within ten (10) Business Days after the date on which Taxes are paid with respect to such Straddle Periods, that amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending at the Effective Time, except to the extent that such Taxes are reflected in the accrual for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of Closing Balance Sheet. For purposes of the preceding sentence, Taxes shall be allocated in the manner set forth in the last sentence of Section 10.2.3 hereof.
Tax Returns for Straddle Periods. (i) Notwithstanding any other provision of this Agreement, the Company shall prepare and file or cause to be filed, all Tax Returns of or which include the GMACCH Companies or any of the GMACCH Companies for a Straddle Period. The Company shall provide Parent with each such Tax Return at least 45 days prior to the due date for filing thereof. The Company shall prepare, or cause to be prepared, such Tax Return in a manner consistent with the past practice of the Company and its Subsidiaries except that the Company may vary from past practices (A) to the extent that such Tax Return is consistent with the U.S. consolidated Federal Income Tax Return of the Parent Consolidated Group, (B) as required by applicable Law, or (C) as otherwise agreed to in writing by Parent and the Company. Parent shall have the right to review and approve (which approval shall not be unreasonably withheld) each such Tax Return within 15 days following its receipt thereof. The failure of Parent to propose any changes to any such Tax Return within such 15-day period shall be deemed to constitute Parent’s approval thereof. Parent, the Company and Investor shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof; provided, however, that the failure to resolve all disagreements prior to such date shall not relieve the Company of its obligation to file (or cause to be filed) any such Tax Return in accordance with this Section 7.4(c)(i) and the Company shall be entitled to file such returns in the manner in which such returns were prepared.
Tax Returns for Straddle Periods. In the case of any Straddle Period Tax Return, the Purchaser shall prepare and timely file such Tax Return and timely pay all Taxes due with respect to the taxable period covered by such Tax Return. The Purchaser shall determine the portion of the Taxes covered by such Tax Return for the Pre-Closing Tax Period (the "SELLER'S PORTION"). Not later than 15 days after the receipt by the Seller from the Purchaser of notice thereof (or, if later, 10 business days after the completion of the Pre-Filing Review Procedure (as defined in Section 4.4(g)) with respect thereto), the Seller shall pay to the Purchaser an amount equal to the excess, if any, of (i) the Seller's Portion of the Taxes reported on any such Tax Return, over (ii) any estimated Taxes paid prior to the Closing with respect to the Taxes reportable on such return. If the amount determined in clause (ii) of the preceding sentence exceeds the amount determined in clause (i), the Purchaser shall pay to the Seller the amount of such excess not later than five days after the filing of such return. Any Tax Return described in this Section 4.4(f) shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except as required by changes in law.
Tax Returns for Straddle Periods. Buyer shall prepare or cause to be prepared in a manner consistent with the past practices of the Acquired Companies and timely file or cause to be timely filed all Tax Returns for the Acquired Companies for all Straddle Periods; provided, however, that, subject to the Dispute Notice process, Buyer shall not be required to take a position or other method of reporting in such Tax Return if the Arbiter makes a determination that such position or method of reporting is not reasonably likely to be sustained upon audit. Buyer shall provide to the Securityholders’ Representative drafts of all such Tax Returns for review and comment at least 30 days prior to the due date for the filing of each such Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than 15 days after Buyer has provided such Tax Return, or such shorter period as is necessary to allow for the timely filing of such Tax Return, the Securityholders’ Representative shall provide to Buyer any Dispute Notice. Buyer and the Securityholders’ Representative agree to consult and resolve in good faith any such objection. Buyer shall not file any Tax Return subject to this Section 5.10(c) without the prior written consent of the Securityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. If such Tax Returns are not prepared and provided in accordance with this Section 5.10(c), the Selling Securityholder shall not be liable for any subject Taxes. Within 15 days after the date on which Taxes are paid with respect to such periods, the Buyer and the Securityholders’ Representative shall execute and deliver written notice instructing the Escrow Agent to distribute to the Buyer the amount, if any, by which such Taxes of the Acquired Companies that are attributable to the Pre-Closing Tax Period pursuant to Section 5.10(b) exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet in the Company’s Most Recent Financial Statements (rather than in any notes thereto) and taken into account in calculating Closing Working Capital.
Tax Returns for Straddle Periods. The Company shall, at the direction of the Sellers’ Representative, at the Company’s expense, and on a basis consistent with the Company’s past practice (unless otherwise required by Tax laws or regulations (including interpretations thereof by any governmental authority)) prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company that are required to be filed for a Straddle Period. At least ten (10) Business Days prior to the due date (taking into account any extension) for the filing of any such Tax Return, the Company shall provide the Sellers’ Representative and Buyer a copy of such Tax Return, together with the calculation of Pre-Closing Taxes the Company determines to be due from the Sellers, for each of the Sellers’ Representative’s and Buyer’s review and approval, which approval will not be unreasonably withheld or delayed. The Sellers shall pay to Buyer, within ten (10) Business Days after the date on which Taxes are paid with respect to such periods, an amount equal to the portion of such Taxes that relates to the Pre-Closing Tax Period, except to the extent (i) such Taxes were specifically reflected in the Closing Working Capital or (ii) such Taxes are not Indemnified Taxes. For purposes of the preceding sentence, Taxes shall be allocated in the manner set forth in Section 8.04.
Tax Returns for Straddle Periods. All Returns prepared pursuant to this Section 4.1(d) shall be prepared or completed in a manner consistent with prior practice of Tastemaker concerning the income, properties or operations of Tastemaker (including elections, accounting methods and conventions), except as otherwise required by law. Tastemaker shall pay all Taxes relating to Tax Returns required to be prepared and filed pursuant to this Section 4.1(d). Any Taxes of Tastemaker payable pursuant to such Tax Returns shall be estimated and apportioned for purposes of determining the Working Capital Adjustment, between the Owners, on the one hand, and the Interested Persons on the other hand, in accordance with the principles of Treasury Regulation Section 1.1502-76(b) applied as of the Adjustment Time.
