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 Imperial, and for the payment of all federal income Taxes with respect to such Tax Returns.
(ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("XXX Tax Returns") of 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. 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 for review and comment thereon at least fifteen (15) days prior to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to the Closing Date and 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 in the States 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 agree to consult and resolve in good faith any issues arising as a result of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)
Additional Tax Matters. (a) As of the Closing Date, CSK shall cause all Tax allocation, Tax sharing, Tax reimbursement and similar arrangements or agreements applicable to the WISCO Business between CSK and any Affiliates, on the one hand, and any of the WISCO Contributed Subsidiaries, on the other, to be extinguished and terminated with respect to such WISCO Contributed Subsidiaries and any rights or obligations existing under any such agreement or arrangement to be no longer enforceable, except to the extent reflected on the Final Working Capital Statement.
(b) After the Closing Date, the Company will cause appropriate Employees of the WISCO Contributed Subsidiaries to prepare usual and customary Tax Return packages with respect to the Tax Period beginning January 1, 1999 and ending as of the Closing Date. The Company will use its commercially reasonable efforts to cause such Tax Return packages to be delivered to CSK on or before March 1, 2000, but in any event not later that May 1, 2000.
(c) CSK and G-P agree that the Company will acquire hereunder substantially all of the property used in the WISCO Business and that in connection therewith the Company will employ individuals who immediately before the Closing Date were employed in such trade or business by WISCO or the WISCO Contributed Subsidiaries. Accordingly, pursuant to the Alternate Procedure permitted by Rev. Proc. 96-60, 1996-2 C.B. 399, provided that the applicable CSK Party makes available to the Company all necessary payroll records for the calendar year that includes the Closing Date, the Company will furnish a Form W-2 to each Employee employed by the Company who had been employed by the WISCO Business, disclosing all wages and other compensation paid for such calendar year, and Taxes withheld therefrom, and WISCO and the applicable CSK Party will be relieved of the responsibility to do so.
(d) If the Company or any WISCO Contributed Subsidiary receives a refund with respect to Taxes of any WISCO Contributed Subsidiary attributable to a Pre-Closing Period (other than a Tax refund accrued as an asset on the Final Working Capital Statement) or a refund of Taxes accrued as a liability on the Final Working Capital Statement, the Company shall pay, within the thirty (30) days following the receipt of such Tax refund, the amount of such Tax refund (reduced by the amount of any Taxes it incurs or will incur as a result of its accrual or receipt of such refund or any interest thereon), to CSK. If CSK receives a Tax refu...
Additional Tax Matters. (a) To the extent not otherwise provided in this Agreement, Sellers shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer and Sellers based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes that 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 Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(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. If Buyer or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(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.
(b) Sellers shall use commercially reasonable efforts to promptly notify Buyer in writing upon receipt by Sellers of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of Sellers that reasonably may be expected to relate to or give rise to a Lien on the Purchased Assets or the Business.
Additional Tax Matters. (i) Purchaser shall not make or cause to be made any extraordinary transaction, event, or effect as of the Closing Date (other than the Contemplated Transactions) or on the day before the Closing Date that could reasonably be expected to increase the amount Taxes directly imposed on Sellers or any of their Affiliates or for which Sellers are required to indemnify Purchaser, the Company or any of their Affiliates under this Agreement.
(ii) Purchaser, the Company, and their Affiliates shall not except to the extent required by law (A) re-file or amend any Tax Return of the Company or any Subsidiary of the Company for a Pre-Closing Tax Period or Straddle Period, (B) file Tax Returns for a Pre-Closing Tax Period or a Straddle Period in a jurisdiction where the Company or any Subsidiary of the Company has not historically filed Tax Returns, (C) initiate discussions or examinations with any Governmental Entity regarding Taxes with respect to the Company or any Subsidiary of the Company with respect to any Pre-Closing Tax Period or Straddle Period, (D) make any voluntary disclosures with respect to Taxes with respect to the Company or any Subsidiary of the Company for any Pre-Closing Tax Period or Straddle Period, (E) change any accounting method or adopt any convention that shifts taxable income from a period beginning (or deemed to begin) after the Straddle Date to a taxable period (or portion thereof) ending on or before the Straddle Date or shift deductions or losses from a Pre-Closing Tax Period or Pre-Closing Straddle Period to a period beginning (or deemed to begin for a Straddle Period) after the Straddle Date, or (F) otherwise take any action that could create or increase an indemnity claim under this Agreement with respect to Taxes, in each case, in each case without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed).
(iii) For the avoidance of doubt and for all purposes of this Agreement, to the extent permitted by applicable Law, all Transaction Tax Deductions shall be allocated to the Pre-Closing Tax Period or Pre-Closing Straddle Period, as applicable. All other Transaction Deductions, to the extent permitted by applicable law, shall be allocated to the Post-Closing Tax Period of the Company or any Subsidiary.
Additional Tax Matters. (a) Neither Parent nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms contained in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date.
(b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date.
(c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c).
(d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment.
(e) Beginning on the date that is 90 days follow...
Additional Tax Matters. (1) The Tax Matters Member shall be the sole signatory to any federal, state, local and foreign tax on behalf of the Company, except to the extent any other Person is required by law to also sign such returns.
(2) The Tax Matters Partner shall take no action in such capacity without the authorization or consent of the other Members, other than (after reasonable notice to the other Member) such action as the Tax Matters Partner may be required to take by applicable law. The Tax Matters Partner shall comply with the responsibilities outlined in Sections 6222 through 6232 of the Code.
(3) The Tax Matters Partner shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the written consent of each Member.
(4) The Tax Matters Partner shall not bind the Company to a settlement agreement without obtaining the written concurrence of the other Members. For purposes of this Section F(4), the term “settlement agreement” shall include a settlement agreement at either an administrative or judicial level. Any Member that enters into a settlement agreement with respect to any Company items (within the meaning of Section 6231(a)(3) of the Code) shall notify the other Members of such settlement agreement and its terms within ninety (90) calendar days after the date of settlement.
(5) The provisions of this Section F shall survive the termination of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members (with respect to the period of time during which such Person is a Member) for a period of time necessary to resolve with the Internal Revenue Service or the United States Department of the Treasury any and all matters regarding the United States federal income taxation of the Company.
(6) The Tax Matters Partner, in its capacity as the Tax Matters Partner, shall be reimbursed by the Company for any third party out-of-pocket costs and expenses reasonably incurred by it in the performance of its duties as Tax Matters Partner. No Member shall be reimbursed by the Company for any costs and expenses incurred by such Member in pursuing on its own behalf any of its rights to file petitions, seek judicial review, etc. under this Section F or in participating in Company-level administrative or judicial tax proceedings unless the other Member, in its sole discretion, agrees to such reimbursement.
(7) During any Company income tax audit or other income t...
Additional Tax Matters. The Topco Parties agree that the Limited Partnership Agreement of Topco Aggregator at the Rollover Time shall include the following provisions substantially the same and not materially different than the following:
(a) (A) In the event of an in-kind distribution by Topco Aggregator to some or all of its partners (whether or not in full or partial redemption of the any partner’s interest in Topco Aggregator), the partner shall receive (or be deemed to receive), to the extent possible, (and Topco Aggregator shall record on its books and records the distribution as being a distribution of): (x) first, if the in-kind distribution includes any assets such partner contributed to Topco Aggregator (“Contributed Assets”), such Contributed Assets shall be distributed to such partner to the extent of any amounts due to such partner in respect of such distribution, and (y) second, to the extent that no further distribution can be made in accordance with clause (x), or if the in-kind distribution does not include any Contributed Assets with respect to such partner, then, property shall be distributed to such partner other than Contributed Assets with respect to any other partner, (B) any future partial disposition by Topco Aggregator of common stock of Topco shall be structured, to the extent possible such that the items of income, gain, loss or deduction resulting from such disposition are allocated (taking into account any allocations required pursuant to Section 704(c) of the Code) to the partners to whom the proceeds are intended to be distributed, as determined by the General Partner in good faith and (C) in the event that after the Closing Date there shall be additional capital contributions of property or cash into Topco Aggregator and to the extent such property or cash is further contributed to Topco (or any successor thereof), such contribution to Topco shall only be made in exchange for newly issued shares of common stock of Topco, on a value for value basis, governed by Section 351 of the Code (i.e., not as a paid-in capital). For purposes of the provisions set forth in this Section 2.7(a), (i) a Stockholder shall include a successor in interest that is considered to have contributed assets (other than cash or cash equivalents) to Topco Aggregator under Sections 1.704-3(a)(7) and 1.737-1(c)(2)(iii) of the Treasury Regulations, and (ii) any Contributed Assets shall include assets that are treated as substituted basis property under Sections 1.704-3(a)(8)(i) ...
Additional Tax Matters. Each Party shall be entitled to all tax benefits, including in particular, tax credits and/or tax deductions attributable to amounts that such Party has funded regarding the Development of Product hereunder. Each Party shall file its federal, state, and local tax returns on a basis consistent with this Agreement, and shall not take any action inconsistent with the other Party’s entitlement to such tax benefits. In the event that a Party, in its reasonable judgment, determines that it must obtain information and verification regarding the use or application of such expenditures in order to prepare its tax returns or to respond to any inquiry during a tax audit or any other inquiry relating to such treatment of its tax return, or to defend its tax position in any proceeding including litigation, the other Party shall reasonably cooperate with the requesting Party and furnish it with such information as it may reasonably require at the requesting Party’s request and expense.
Additional Tax Matters. (a) Sellers shall be responsible for the preparation and timely filing of all Tax Returns of the Company that are required to be filed (giving effect to extensions) prior to the Closing Date. Sellers shall be responsible for the contents of such Tax Returns and for the payment of all Taxes due with respect thereto.
(b) Buyer shall prepare or cause to be prepared and file all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by Applicable Law, Sellers shall include any income, gain, loss, deduction or other tax items for such periods on their returns in a manner consistent with the Schedule K-1’s furnished by the Company for such periods. Sellers shall reimburse the Company for Taxes imposed upon the Company with respect to such periods within fifteen (15) days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in the Current Liabilities in computing the Purchase Price Adjustment.
(c) Buyer shall prepare or cause to be prepared and file any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to the Company within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period, if any, ending on the Closing Date to the extent such Taxes are not reflected in the Current Liabilities of the Company in computing the Purchase Price
Additional Tax Matters. (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes.
(ii) The Company shall deliver to Parent at or prior to the Closing a certificate, in form and substance satisfactory to Parent, duly executed and acknowledged, certifying that the payment of the Merger Consideration and any payments made in respect of Appraisal Shares pursuant to the terms of this Agreement are exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act.
(iii) No later than five business days prior to the Closing Date, the Company shall deliver to the Parent a list of the Company’s stockholders and holders of Stock Options and RSUs, in each case along with such stockholders’ or holders’ taxpayer identification numbers for U.S. Federal income tax purposes. The Company acknowledges and consents that Parent shall be entitled to deliver such list to the Paying Agent for the purpose of facilitating the payment of the Merger Consideration and the treatment of Stock Options and RSUs as contemplated by Section 5.04.
(iv) The Company and its Subsidiaries shall, prior to the Closing Date, pay all amounts owed pursuant to related party transactions under agreements or arrangements involving the Company or any of its Subsidiaries and record all accounting adjustments that are necessary and appropriate to accurately reflect any intercompany payment or related transaction.