Common use of Administration of Tax Matters Clause in Contracts

Administration of Tax Matters. The Company will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date. Bxxxx and Seller agree to use the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) to the extent applicable (and not elect to use the ratable allocation method under Treasury Regulations Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)). Seller shall prepare and timely file, or cause to be timely filed, for the Group Companies, with reasonable assistance from the Company, all Tax Returns that are required by Law to be filed for any taxable period ending on or before the Closing Date. Seller shall at least thirty (30) days prior to filing such Tax Return(s), provide a copy of such Tax Return(s) to Buyer. Buyer shall, within ten (10) days after receiving such Tax Return(s), advise Seller regarding any matters in such Tax Return(s) with which it reasonably disagrees. In such case, Seller and Bxxxx shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to such disputed matters. Buyer shall prepare and timely file, or cause to be timely filed, for the Group Companies, all Tax Returns that are required by Law to be filed for any taxable period ending after the Closing Date. With respect to all Straddle Periods, Tax Returns for the Group Companies shall be prepared on a basis consistent with past practice except to the extent otherwise required by Law. Buyer shall, at least thirty (30) days prior to filing any such Tax Return that relates in part to a Pre-Closing Tax Period, provide a copy of such Tax Return to Seller. Seller shall, within ten (10) days after receiving such Tax Return, advise Buyer regarding any matters in such Tax Return with which it reasonably disagrees. In such case, Seller and Bxxxx shall reasonably cooperate with each other to reach a timely and mutually satisfactory resolution to the disputed matters. If Seller and Buyer cannot reach agreement on the preparation of any Tax Returns described in this Section 11.1, then either Party may submit the disputed items to the Accounting Firm which shall resolve such disputed items under the procedures for resolving disputes as set forth in Section 2.3, applied mutatis mutandis.

Administration of Tax Matters. The Company will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date. Bxxxx and Seller agree to use the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) to the extent applicable (and not elect to use the ratable allocation method under Treasury Regulations Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)). Seller Shareholders shall prepare and timely file, or cause to be timely filed, for the Group CompaniesCompany and Subsidiaries, with the reasonable assistance from the Companyof Company and Subsidiaries, all Tax Returns that are required by Law law to be filed for any the taxable period ending ended on or before the Closing DateEffective Date including, but not limited to, federal income tax returns. Seller shall Shareholders shall, at least thirty (30) days prior to filing such Tax Return(s), provide a copy of such Tax Return(s) to BuyerAPPM. Buyer APPM shall, within ten twenty (1020) days after of receiving such Tax Return(s), advise Seller Shareholders regarding any matters in such Tax Return(s) that it considers detrimental to APPM and/or Company and Subsidiaries, and with which it reasonably disagrees. In such case, Seller Shareholders and Bxxxx APPM shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to such disputed matters. Buyer shall prepare and timely file, or cause to be timely filed, for the Group Companies, all Tax Returns that are required by Law to be filed for any taxable period ending after the Closing Date. With respect to all Straddle Periods, Tax Returns for the Group Companies shall be prepared on a basis consistent with past practice except to the extent otherwise required by Law. Buyer shall, at least thirty (30) days prior to filing any such Tax Return that relates in part to a Pre-Closing Tax Period, provide a copy of such Tax Return to Seller. Seller shall, within ten (10) days after receiving such Tax Return, advise Buyer regarding any matters in such Tax Return with which it reasonably disagrees. In such case, Seller and Bxxxx shall reasonably cooperate with each other to reach a timely and mutually satisfactory resolution to the disputed matters. If Seller Shareholders shall provide to APPM a copy of all such Tax Return(s) together with the work papers and Buyer cannot reach agreement schedules utilized in their preparation. APPM, Company and Shareholders shall cooperate fully, as and to the extent reasonably requested, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes and Tax Returns (which Shareholders shall control and remain responsible for with respect to the Pre-Effective Date Periods). Such cooperation shall include the retention, and (upon the other party's request) the provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the preparation a mutually convenient basis to provide additional information and explanation of any Tax Returns described material provided hereunder; provided that the party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; and provided further that no party shall be required to provide assistance at times or in this Section 11.1amounts that would interfere unreasonably with the business and operations of such party. APPM agrees to retain all books and records, then either Party may submit with respect to tax matters pertinent to Company and Subsidiaries relating to any Pre-Effective Date Periods, and to any tax periods beginning before the disputed items to Effective Date and ending after the Accounting Firm which shall resolve such disputed items under Effective Date, until the procedures for resolving disputes as set forth in Section 2.3, applied mutatis mutandisexpiration of any applicable statute of limitations or extensions thereof.

Administration of Tax Matters. The Company will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date. Bxxxx and Seller agree to use the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) to the extent applicable (and not elect to use the ratable allocation method under Treasury Regulations Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)). Seller Sellers shall prepare and timely file, or cause to be timely filed, for the Group CompaniesCompanies and the Company Subsidiaries, with reasonable assistance from of the CompanyCompanies and the Company Subsidiaries, all Tax Returns returns that are required by Law to be filed for any taxable period ending on or before the in respect of Pre-Closing DateDate Periods, including, but not limited to, federal income tax returns and profits tax returns. Seller shall Sellers shall, at least thirty (30) days prior to filing such Tax Return(s), provide a copy of such Tax Return(sreturn(s) to BuyerBuyers. Buyer Buyers shall, within ten (10) days after of receiving such Tax Return(sreturn(s), advise Seller Sellers regarding any matters in such Tax Return(sreturn(s) that it considers detrimental to Buyers and/or the Companies and the Company Subsidiaries, and with which it reasonably disagrees. In such case, Seller Sellers and Bxxxx Buyers shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to such the disputed matters. Without limiting the foregoing or any right of the Buyer Parties under this Article VII, Sellers and Buyers acknowledge and agree that any reasonable positions, subject to applicable Laws, taken by Skagen US Sellers based upon the Geneva Corporate Finance Evaluation of Skagen US and Skagen Designs, A/S, dated as of February 5, 2001 shall prepare be reasonably acceptable to Sellers and timely fileBuyers. Sellers shall provide to Buyers a copy of all such Tax return(s) together with the work papers and schedules utilized in their preparation. Buyers, the Companies and Sellers shall cooperate fully, as and to the extent reasonably requested, in connection with the filing of Tax returns and any audit, litigation or cause other proceeding with respect to Taxes and Tax returns. Such cooperation shall include the retention, and (upon the other party’s request) the provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided that the party requesting assistance shall pay the reasonable out-or-pocket expenses incurred by the party providing such assistance; and provided further that no party shall be timely filedrequired to provide assistance at times or in amounts that would interfere unreasonably with the business and operations of such party. Buyers agree to retain all books and records, for with respect to tax matters pertinent to the Group CompaniesCompanies and the Company Subsidiaries relating to any Pre-Closing Date Periods, all Tax Returns that are required by Law and to be filed for any taxable period tax periods beginning before the Closing Date and ending after the Closing Date, until the expiration of any applicable statute of limitations or extensions thereof. Buyers, the Companies and Sellers shall cooperate fully, as and to the extent reasonably requested, in connection with the filing of Tax returns and any audit, litigation or other proceeding with respect to Taxes and Tax returns. In respect of Pre-Closing Date Periods, the provisions of Section 7.6 shall apply, including but not limited to Sellers’ ability to elect to be the Controlling Party. With respect to all Straddle Periods, Tax Returns for the Group Companies shall be prepared on a basis consistent with past practice except to the extent otherwise required by Law. Buyer shall, at least thirty (30) days prior to filing any such Tax Return that relates in part matters for which Sellers elect to a Pre-Closing Tax Periodbe the Controlling Party, Sellers shall use commercially reasonable efforts to provide a copy of such Tax Return to Seller. Seller shall, within ten (10) days after receiving such Tax Return, advise Buyer regarding any matters in such Tax Return with which it reasonably disagrees. In such case, Seller and Bxxxx shall reasonably cooperate with each other to reach Buyers a timely and mutually satisfactory resolution solution to the such disputed matters. If Seller and Buyer cannot reach agreement on the preparation of any Tax Returns described in this Section 11.1, then either Party may submit the disputed items to the Accounting Firm which shall resolve such disputed items under the procedures for resolving disputes as set forth in Section 2.3, applied mutatis mutandis.

Administration of Tax Matters. The Company will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date. Bxxxx and Seller agree to use the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B(a) to the extent applicable (and not elect to use the ratable allocation method under Treasury Regulations Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)). Seller shall prepare and timely file, or cause to be timely filed, for the Group CompaniesCompany, with reasonable assistance from the Company, all Tax Returns that are required by Law with respect to be filed income Taxes for any taxable period years ending on or before the Closing Date, and all Tax Returns with respect to income Taxes of Seller that includes the operations of the Company. Each such Tax Return shall be prepared on a basis consistent with past practice of the Company except to the extent otherwise required in order to be supportable at a “more likely than not” (or higher) confidence level under applicable Law. Seller shall shall, at least thirty twenty (3020) days prior to filing such Tax Return(s), provide a copy of such Tax Return(s) to BuyerBuyer for its review and comment. Buyer shall, within ten (10) days after of receiving such Tax Return(s), advise Seller regarding any matters in such Tax Return(s) with which it reasonably disagreesdisagrees and Seller shall consider in good faith any reasonable comments made by Xxxxx. In such caseTo the extent applicable, Seller and Bxxxx shall reasonably cooperate with each make an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any Selling Expenses or other to reach similar expenses that are success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f). To the extent permitted by applicable Law at a timely and mutually satisfactory solution to such disputed matters. Buyer “more likely than not” (or higher) confidence level, all Transaction Deductions shall prepare and timely file, or cause to be timely filed, included on the Tax Return of Seller for the Group Companies, all Tax Returns year that are required by Law to includes the Closing Date and shall not be filed included on a Tax Return of the Company for any taxable Tax period ending (or portion of a Straddle Period) beginning after the Closing Date. With respect to all Straddle Periods, Tax Returns for the Group Companies shall be prepared on a basis consistent with past practice except to the extent otherwise required by Law. Buyer shall, at least thirty (30) days prior to filing any such Tax Return that relates in part to a Pre-Closing Tax Period, provide a copy of such Tax Return to Seller. Seller shall, within ten (10) days after receiving such Tax Return, advise Buyer regarding any matters in such Tax Return with which it reasonably disagrees. In such case, Seller and Bxxxx shall reasonably cooperate with each other to reach a timely and mutually satisfactory resolution to the disputed matters. If Seller and Buyer cannot reach agreement on the preparation of any Tax Returns described in this Section 11.1, then either Party may submit the disputed items to the Accounting Firm which shall resolve such disputed items under the procedures for resolving disputes as set forth in Section 2.3, applied mutatis mutandis.

Administration of Tax Matters. The Company will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date. Bxxxx and Seller agree to use the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) to the extent applicable (and not elect to use the ratable allocation method under Treasury Regulations Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)). Seller shall prepare and timely file, or cause to be timely filed, for the Group CompaniesAcquired Companies and the Subsidiaries, with reasonable assistance from the CompanyAcquired Companies, all Tax Returns that are required by Law to be filed for any taxable period ending on or before the Closing Date. Seller shall shall, at least thirty (30) 30 days prior to filing such Tax Return(s), provide a copy of such Tax Return(s) to Buyer. Buyer shall, within ten (10) 10 days after of receiving such Tax Return(s), advise Seller regarding any matters in such Tax Return(s) with which it reasonably disagrees. In such case, Seller and Bxxxx Buyer shall reasonably cooperate with each other to reach a timely and mutually satisfactory solution to such disputed matters; provided, however, that in the event that the disputed matters are not resolved within 30 days after Buyer advises Seller of the disagreement, such matter shall be resolved in a manner set forth in Section 2.5(c). Buyer shall prepare and timely file, or cause to be timely filed, for the Group Companies, all Tax Returns that are required by Law to be filed for any whose taxable period ending ends after the Closing DateDate for the Acquired Companies and the Subsidiaries. With respect to all Straddle Periods, such Tax Returns for the Group Companies shall be prepared on a basis consistent with past practice except to the extent otherwise required by Law. Buyer shall, at least thirty (30) 30 days prior to filing any such Tax Return that relates in part to a Pre-Closing Tax Straddle Period, provide a copy of such Tax Return to Seller. Seller shall, within ten (10) 10 days after of receiving such Tax Return, advise Buyer regarding any matters in such Tax Return with which it reasonably disagrees. In such case, Seller and Bxxxx Buyer shall reasonably cooperate with each other to reach a timely and mutually satisfactory resolution solution to the disputed matters. If Seller and Buyer cannot reach agreement on ; provided, however, that in the preparation of any Tax Returns described in this Section 11.1, then either Party may submit event that the disputed items to matters are not resolved within 30 days after Seller advises Buyer of the Accounting Firm which disagreement, such matter shall resolve such disputed items under the procedures for resolving disputes as be resolved in a manner set forth in Section 2.3, applied mutatis mutandis2.5(c).