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 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).

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 Company, with reasonable assistance from the Acquired 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 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 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 thirty (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 Company. 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) 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) 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 Sxxxxx and Bxxxx 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 thirty (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).

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 Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company Group with respect to Taxes for taxable years ending on or before the Closing Date (other than any Flow-Through Tax Return for a tax period ending on or prior to the Closing Date) that are required to be filed after the Closing Date (taking into account any applicable extensions) (the “Buyer Tax Returns”); provided, that, with respect to any member of the Company Group that is treated as a partnership for U.S. federal income tax purposes (a “Flow-Through Entity”), Buyer shall only be responsible for preparing and filing any such Tax Returns to the extent that Buyer or any member of the Company Group is permitted to control the preparation and filing of such Tax Returns pursuant to the organizational documents of such Flow-Through Entity; provided that if Buyer is not permitted to so control the preparation or filing of any such Tax Return, Buyer shall use commercially reasonable efforts to cause the Company Group to prepare and file such Tax Return in accordance with this Section 12.1. To the extent any Buyer Tax Return is due (or otherwise filed) prior to the determination of the Final Closing Statement pursuant to Section 2.3(c) or is a Flow-Through Tax Return for a Straddle Period, Buyer shall use commercially reasonable efforts to, at least twenty (20) days prior to filing such Buyer Tax Return, provide a copy of such Buyer Tax Return to Sellers. Sellers shall, within ten (10) days of receiving such Buyer Tax Return, advise Buyer regarding any matters in such Buyer Tax Return with which they reasonably disagree and Buyer shall consider in good faith any reasonable comments made by Sellers. Sellers shall prepare and timely file, or cause to be prepared and timely filed, for the Group CompaniesCompany Group, with reasonable assistance from the CompanyCompany Group, all Flow-Through Tax Returns that are required by Law to be filed of the Company Group for any taxable tax period ending on or before prior to the Closing Datethat are required to be filed after the Closing Date (taking into account any applicable extensions) (the “Seller Tax Returns”); provided, that, with respect to any Flow-Through Entity, Sellers shall only be responsible for preparing and filing any such Tax Returns to the extent Sellers are permitted to control the preparation and filing of such Tax Returns pursuant to the organizational documents of such Flow-Through Entity; provided, further, that if Sellers are not permitted to so control the preparation or filing of any such Tax Return, the Company Group shall use commercially reasonable efforts to cause any Flow-Through Entity to prepare and file such Tax Return in accordance with this Section 12.1. Seller Sellers shall use commercially reasonable efforts to, at least thirty twenty (3020) days prior to filing such Seller Tax Return(s)Return, provide a copy of such Seller Tax Return(s) Return to Buyer. Buyer shall, within ten (10) days after of receiving such Seller Tax Return(s)Return, advise Seller Sellers 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 disagreesdisagrees and Sellers shall consider in good faith any reasonable comments made by Xxxxx. In such case, Seller and Bxxxx All Transaction Deductions 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 be included on the preparation Tax Return of the applicable Seller for the Tax year that includes the Closing Date and shall not be included on a Tax Return of any member of the Company Group for any Tax Returns described in this Section 11.1, then either Party may submit period (or portion of a Straddle Period) beginning after 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 mutandisClosing Date.