Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods through and including the Closing Date which are filed after the Closing Date as soon as practicable and prior to the date due (including any proper extensions thereof). The Seller shall permit the Company and the Purchaser to review and provide comments, if any, on each such Return described in the preceding sentence prior to filing. Unless the Purchaser and the Company provides comments to the Seller, the Company shall deliver to the Seller each such Return signed by the appropriate officer(s) of the Company for filing within ten (10) days following the Seller’s delivery to the Company and the Purchaser of any such Return. The Seller shall deliver to the Company promptly after filing each such Return a copy of the filed Return and evidence of its filing. The Seller shall pay the costs and expenses incurred in the preparation and filing of the Tax Returns on or before the date such costs and expenses are due. If the Company provides comments to the Seller and at the end of such ten (10) day period the Company and the Seller have failed to reach written agreement with respect to all of such disputed items, the parties shall submit the unresolved items to arbitration for final determination. Promptly, but no later than thirty (30) days after its acceptance of its appointment as arbitrator, the arbitrator shall render an opinion as to the disputed items. The determination of the arbitrator shall be conclusive and binding upon the parties. the Company and the Seller (as a group) shall each pay one half of the fees, costs and expenses of the arbitrator. The prevailing party may be entitled to an award of pre- and post-award interest as well as reasonable attorneys’ fees incurred in connection with the arbitration and any judicial proceedings related thereto as determined by the arbitrator.
Tax Periods Ending on or Before the Closing Date. The Securityholder Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Taxable Periods”) that have not been filed prior to the Closing Date. The Securityholder Representative shall permit Parent to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Parent to the extent such revisions are consistent with applicable Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not amend any Tax Return for any Pre-Closing Tax Period, file any Tax Return for any Pre-Closing Tax Period in a jurisdiction in which the Company did not previously file, or extend the statute of limitations period in respect of any such Tax Return, without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, filing, or extension is required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. Parent, Buyer, the Surviving LLC and their respective Affiliates shall not make, change or revoke any Tax election that would result in an increase to the amounts owed by the Members under this Agreement without the written consent of the Securityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless making, changing or revoking such election is required pursuant DB3/200169974.12 to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or foreign Law. The Company shall not, and Parent, Buyer, the Surviving LLC and their respective Affiliates shall not cause the Company or the Surviving LLC to, take any action on or after the Closing outside the ordinary course of business that would increase the liability of the Members for Taxes of the Company under this Agreement, except as required by applicable Law. All Tax Returns to be prepared by the Securityholder Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by applicable Law. The Members shall be responsible for, and shall pay, all Taxes of the...
Tax Periods Ending on or Before the Closing Date. The Acquiror Principal Shareholder, at its expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholder shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholder shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholder is responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.
Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date which are filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for the Seller determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Purchaser; provided, however, that for the avoidance of doubt, any Tax Returns which are required to be filed with respect to Company on a consolidated, unitary or other combined basis with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes of the Company with respect to tax periods ending on or before the Closing Date, or shall reimburse Purchaser for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Company of such Taxes, except to the extent that such Taxes are included in the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amount.
Tax Periods Ending on or Before the Closing Date. Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date. Sellers shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Buyer.
Tax Periods Ending on or Before the Closing Date. The Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns, reports and other informational statements and documentation for the Company for all periods ending on or prior to the Closing Date, which are required to be filed on, before or after the Closing Date. Sellers shall permit Buyer (with respect to Tax Returns filed after the date hereof and before the Closing Date) or Buyer and the Company shall permit Sellers (with respect to Tax Returns filed after the Closing Date) to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Company shall pay or cause to be paid any Taxes owed by the Company for all periods ending on or before the Closing Date, whether or not such Taxes are shown as owed on the appropriate Tax Returns.
Tax Periods Ending on or Before the Closing Date. Xxxxxxxx shall prepare and file or cause to be prepared and filed, al1 income tax returns for the Company Group Entities for all periods ending on or prior to the Closing Date, which are required to be filed after the Closing Date. Xxxxxxxx shall provide to LMP a copy of the tax returns proposed to be field pursuant to the preceding sentence, a reasonable time in advance of such filing date, and shall make such revisions to such tax returns as are reasonably requested by LMP. Xxxxxxxx shall not file such tax returns without the consent of LMP, which consent will not be unreasonably withheld. LMP will make available all information necessary to complete Staluppi’s income tax returns for all periods ending on or prior to Closing Date.
Tax Periods Ending on or Before the Closing Date. Between the date of this Agreement and the Closing Date, the Shareholders shall file, or cause the Companies to file, on a timely basis, all Tax Returns that are required to be filed by the Companies prior to the Closing Date (taking into account any extensions of time to file). Buyer shall prepare and timely file, or to cause the Companies to prepare and timely file, all Tax Returns for the Companies for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date; provided, however, that: (A) all such Tax Returns shall be prepared in a manner consistent with the Companies’ prior Tax accounting methods, Tax Returns and Tax-related elections; (B) Buyer shall furnish copies of such Tax Returns (and all associated workpapers) to Shareholders’ Agent for review by Shareholders’ Agent not less than thirty (30) days prior to filing of such Tax Returns, and provide Shareholders’ Agent with such additional information as is reasonably requested to verify the accuracy of such Tax Returns; and (C) Buyer shall promptly make such changes to those Tax Returns (before filing if so requested, or if necessary by the filing of amended Tax Returns) as Shareholders’ Agent reasonably requests. Subject to the contest procedures set forth in Section 6(b)(v), the Shareholders shall pay or cause the Companies to pay all Taxes due and payable on the Tax Returns filed under the first sentence of this Section 6(b)(i) and shall reimburse Buyer and/or the Companies for all Taxes of the Companies due and payable on the Tax Returns filed under the second sentence of this Section 6(b)(i) within five (5) Business Days after the earlier of (1) payment by Buyer and/or the Companies of such Taxes or (2) delivery of written notice of the amount of such Taxes by Buyer or the Companies to Shareholders’ Agent, but only to the extent such Taxes are not reflected in as a liability on the face of the Final Closing Balance Sheet.
Tax Periods Ending on or Before the Closing Date. The Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Parent shall permit the Stockholder Representative to review and approve each such Tax Return described in the preceding sentence at least thirty (30) days prior to filing, which such approval shall not be unreasonably withheld or delayed.
