Cooperation; Audits; Tax Returns. (a) In connection with the preparation of Tax Returns, the conduct of any Tax audit or examinations, and any administrative or judicial proceeding relating to Tax, Buyer and Seller shall cooperate fully with each other, as and to the extent reasonably requested by the other party, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes and any assessment or reassessment in respect of Taxes. Buyer shall, and shall cause the Company and the Subsidiary to, 63 (i) retain all books and records with respect to Tax matters pertinent to the Company and the Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Seller, any extension thereof) for the respective taxable periods, and to abide by all record retention Laws and agreements entered into with any Taxing Authority, and (ii) give Seller reasonable written notice prior to transferring, destroying or discarding any such books and records and shall allow Seller to take possession of such books and records. (b) Buyer and Seller shall, upon the other’s written request, use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the transactions contemplated by this Agreement. (c) Seller shall prepare, or cause to be prepared, all Tax Returns of the Company and the Subsidiary for any Tax period ending on or prior to the Closing Date with an initial due date after the Closing Date, and Buyer shall prepare, or cause to be prepared, all Tax Returns of the Company or the Subsidiary for any Straddle Period with an initial due date after the Closing Date and for any Tax period beginning after the Closing Date. Any Tax Returns required to be prepared pursuant to this Section 10.2(c) for a Tax period ending on or before the Closing Date or any Straddle Period shall be prepared in a manner consistent with the past practice of Seller except as required by applicable Law or this Agreement. At least 30 days prior to the due date of any such Tax Return (after applicable extensions) that is an income Tax Return, or 15 days (or such short period as circumstances or the nature of the Tax Return may reasonably require) prior to the due date of any other such Tax Return (after applicable extensions) that is material but that is not an income tax Return, the party responsible for preparing such Tax Return will deliver such Tax Return to the other party for such other party’s review and comment, and the preparing party will incorporate in any such Tax Return any reasonable comments provided in writing by the other party within 10 days following receipt of such Tax Return. For the avoidance of doubt, this Section 10.2 shall not apply with respect to any Consolidated Tax Returns, which such Tax Returns shall be prepared and filed by Seller Guarantor. (d) Buyer shall file or cause to be filed all Tax Returns required to be prepared pursuant to Section 10.2(c) as any such Tax Return is finally prepared in accordance with Section 10.2(c). 10.3
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Black Box Corp)
Cooperation; Audits; Tax Returns. (a) In connection with the preparation of Tax Returns, the conduct of any Tax audit or examinations, examinations and any administrative or judicial proceeding proceedings relating to Taxthe Tax liabilities imposed on the Company and the Subsidiaries for all Tax periods ending on or before the Closing Date (“Pre-Closing Tax Periods”), Buyer Buyer, on the one hand, and Seller the Lenders’ Representative, on the other hand, shall cooperate fully with each other, as and to the extent reasonably requested by the other party, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes and any assessment or reassessment in respect of Taxes. Buyer shall, shall and shall cause the Company and the Subsidiary to, 63
Subsidiaries to (i) retain all books and records with respect to Tax matters pertinent to the Company and the Subsidiary Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Sellerthe Lenders’ Representative, any extension thereof) for the respective taxable periods, and to abide by all record retention Laws and agreements entered into with any Taxing Authority, and (ii) give Seller the Lenders’ Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and shall allow Seller the Lenders’ Representative to take possession of such books and records.
(b) Buyer and Seller the Lenders’ Representative shall, upon the other’s written request, use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection (including with respect to the transactions contemplated by this Agreementhereby).
(c) Seller Buyer shall prepare, prepare or cause to be prepared, all Tax Returns of the Company and the Subsidiary for any Tax period ending on or prior to the Closing Date with an initial due date after the Closing Date, and Buyer shall prepare, or cause to be prepared, prepared all Tax Returns of the Company or the any Subsidiary for any Straddle Pre-Closing Tax Period with an initial due date after the Closing Date and for any Tax period beginning after the Closing Date. Any Tax Returns required to be prepared pursuant to this Section 10.2(c) for a Tax period ending on or before the Closing Date or any Straddle Period shall be prepared in a manner consistent with the past practice of Seller except as required by applicable Law or this AgreementPeriod. At least 30 days prior to the due date of any such Tax Return (after applicable extensions) that is an income Tax Return, or 15 days (or such short period as circumstances or the nature of the Tax Return may reasonably require) prior to the due date of any other such Tax Return (after applicable extensions) that is material but that is not an income tax Return, the party responsible for preparing such Tax Return will deliver such Tax Return to the other party for such other party’s review and comment, and the preparing party will incorporate in any such Tax Return any reasonable comments provided in writing by the other party within 10 days following receipt of such Tax Return. For the avoidance of doubt, this Section 10.2 shall not apply with respect to any Consolidated Tax Returns, which All such Tax Returns shall be prepared in accordance with the past practices of the Company and the Subsidiaries unless otherwise required by applicable Law. Lenders’ Representative shall have the right to review, comment on, and approve all such Tax Returns prior to their filing, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall provide Lender’s Representative with final copies of all such Tax Returns after they are filed. The Buyer shall provide such Tax Returns to Lenders’ Representative for comment or approval at least fifteen (15) days before the due date for such Tax Returns including any applicable extensions. Buyer shall revise such Tax Returns to reflect any reasonable comments by Lenders’ Representative. Buyer shall timely file or cause to be timely filed such Tax Returns. In the case of any Taxes relating to any Tax period that includes (but does not end on) the Closing Date (the “Straddle Period”), the portion of such Tax which relates to the Pre-Closing Tax Period shall (i) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by Seller Guarantora fraction the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income, gains or receipts be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date.
(d) Any Tax refund related to or arising with respect to a Pre-Closing Tax Period or Straddle Period shall be for the account of Buyer shall file including, but not limited to, a refund of any overpayment of estimated Taxes or cause refund related to be filed all Tax Returns required to be prepared pursuant to Section 10.2(c) as the carryback of any such Tax Return is finally prepared in accordance with Section 10.2(c). 10.3losses arising out of the Transaction Deductions.
Appears in 1 contract
Samples: Merger Agreement (Dts, Inc.)
Cooperation; Audits; Tax Returns. (a) In connection with the preparation of Tax Returns, the conduct of any Tax audit or examinations, and any administrative or judicial proceeding proceedings relating to Taxthe Tax Liabilities imposed on the Company or the Subsidiary for all Tax periods (or portion of a Straddle Period) ending on or before the Closing Date (“Pre‑Closing Tax Periods”), Buyer Buyer, on the one hand, and Seller the Sellers, on the other hand, shall cooperate fully with each other, as and to the extent reasonably requested by the other party, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes and any assessment or reassessment in respect of Taxes. Buyer shall, and shall cause the Company and the Subsidiary to, 63
(i) retain all books and records with respect to Tax matters Matters pertinent to the Company and the Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Sellerthe Seller Representative, any extension thereof) for the respective taxable periods, and to abide by all record retention Laws and agreements entered into with any Taxing Authority, and (ii) give the Seller Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and shall allow the Seller Representative to take possession of such books and records.
(b) Buyer and the Seller Representative shall, upon the other’s written request, use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection (including with respect to the transactions contemplated by this Agreementhereby).
(c) The Seller Representative shall prepare, or cause to be prepared, all Tax Returns of the Company and the Subsidiary for any Tax period ending on or prior to the Closing Date with an initial due date after the Closing Date, and Buyer shall prepare, or cause to be prepared, all income Tax Returns of the Company or the Subsidiary for any Pre-Closing Tax Period (not including any Straddle Period with an initial Period). The Seller Representative shall provide such income Tax Returns to Buyer at least thirty days before the due date for such income Tax Returns, including any applicable extensions, for Buyer’s review and approval, not to be unreasonably withheld, conditioned or delayed. To the fullest extent permitted by Law, the Tax Deductions shall be reported on applicable income Tax Returns solely as income Tax deductions of the Company and the Subsidiary for Pre-Closing Tax Periods and to the extent so reported shall not be treated or reported as income Tax deductions for a year or period (or portion thereof) beginning after the Closing Date and for any Tax period beginning after (including under Section 1.1502-76(b)(1)(ii)(B) of the Closing Date. Any Tax Returns required to be prepared pursuant to this Section 10.2(c) for a Tax period ending on or before the Closing Date Treasury Regulations or any Straddle Period comparable or similar provision under state, local or foreign Law). Buyer shall be prepared in a manner consistent with the past practice of Seller except as required by applicable Law or this Agreementtimely file such income Tax Returns. At least 30 days prior The Sellers shall pay to the Company or Buyer the amount of Taxes shown due date of any on such Tax Return (after applicable extensions) that is an income Tax Return, or 15 days (or such short period as circumstances or the nature of the Tax Return may reasonably require) prior to the due date of any other such Tax Return (after applicable extensions) that is material but that is not an income tax Return, the party responsible for preparing such Tax Return will deliver such Tax Return to the other party for such other party’s review and comment, and the preparing party will incorporate in any such Tax Return any reasonable comments provided in writing by the other party within 10 days following receipt of such Tax Return. For the avoidance of doubt, this Section 10.2 shall not apply with respect to any Consolidated Tax Returns, which such Tax Returns shall be prepared and filed by Seller Guarantor.
(d) Buyer shall file or cause to be filed all Tax Returns required to be prepared pursuant to Section 10.2(c) as any such Tax Return is finally prepared in accordance with Section 10.2(c). 10.3
Appears in 1 contract
Samples: Stock Purchase Agreement (Logitech International Sa)
Cooperation; Audits; Tax Returns. (a) In connection with the preparation of Tax Returns, the conduct of any Tax audit or examinations, examinations and any administrative or judicial proceeding proceedings relating to Taxthe Tax liabilities imposed on the WU Companies for all taxable periods (or portion(s) thereof) ending on or before the Closing Date (“Pre-Closing Tax Periods”), Buyer Buyer, on the one hand, and Seller the Sellers, on the other hand, shall cooperate fully on a reasonable basis with each other, as and to the extent reasonably requested by the other party, including the furnishing or making available on reasonable notice during normal business hours of records, personnel senior management (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes and any assessment or reassessment in respect of Taxes, in each case, at the sole cost of the party to which such materials or resources are furnished and/or made available; provided that neither party shall be required to cooperate if such cooperation would unduly interfere with the normal conduct of such party’s business. Notwithstanding anything to the contrary set forth in this Agreement, after the Closing Date, none of Buyer, the Surviving Corporation or any of their respective Affiliates, on the one hand, or the Sellers, the Seller Representative or any of their respective Affiliates, on the other hand, shall be required to disclose pursuant to this Section 10.1(a) to the Sellers or the Seller Representative or the Buyer or the Surviving Corporation, as applicable, any information if Buyer, the Surviving Corporation or any of their respective Affiliates, on the one hand, and the Sellers and the Seller Representative or any of its respective Affiliates, on the other hand, are adverse parties in a litigation or dispute and such information is reasonably pertinent thereto. Buyer shall, and shall cause the Company and the Subsidiary WU Companies to, 63
(i) retain all books and records with respect to Tax matters pertinent to the Company and the Subsidiary WU Companies relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Sellerthe Seller Representative, any extension thereof) for the respective taxable periods, and to abide by all record retention Laws and agreements entered into with any Taxing Authority, and (ii) give the Seller Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and shall allow the Seller Representative to take possession of such books and records.
(b) Buyer and Seller shall, upon the otherat Seller Representative’s written requestrequest and expense, use their its commercially reasonable best efforts to obtain assist the Seller Representative in obtaining any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection (including with respect to the transactions contemplated by this Agreementhereby).
(c) Seller shall prepare, or cause to be prepared, all Tax Returns of the Company and the Subsidiary for any Tax period ending on or prior to the Closing Date with an initial due date after the Closing Date, and Buyer shall prepare, or cause to be prepared, all Tax Returns of the Company or the Subsidiary for any Straddle Period with an initial due date after the Closing Date and for any Tax period beginning after the Closing Date. Any Tax Returns required to be prepared pursuant to this Section 10.2(c) for a Tax period ending on or before the Closing Date or any Straddle Period shall be prepared in a manner consistent with the past practice of Seller except as required by applicable Law or this Agreement. At least 30 days prior to the due date of any such Tax Return (after applicable extensions) that is an income Tax Return, or 15 days (or such short period as circumstances or the nature of the Tax Return may reasonably require) prior to the due date of any other such Tax Return (after applicable extensions) that is material but that is not an income tax Return, the party responsible for preparing such Tax Return will deliver such Tax Return to the other party for such other party’s review and comment, and the preparing party will incorporate in any such Tax Return any reasonable comments provided in writing by the other party within 10 days following receipt of such Tax Return. For the avoidance of doubt, this Section 10.2 shall not apply with respect to any Consolidated Tax Returns, which such Tax Returns shall be prepared and filed by Seller Guarantor.
(d) Buyer shall file or cause to be filed all Tax Returns required to be prepared pursuant to Section 10.2(c) as any such Tax Return is finally prepared in accordance with Section 10.2(c). 10.3
Appears in 1 contract
Cooperation; Audits; Tax Returns. (a) In connection with the preparation of Tax Returns, the conduct of any Tax audit or examinations, and any administrative or judicial proceeding proceedings relating to Taxthe Tax liabilities imposed on or with respect to the Company or any Subsidiary, Buyer Buyer, on the one hand, and Seller the Sellers, on the other hand, shall cooperate fully with each other, as and to the extent reasonably requested by the other party, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes and any assessment or reassessment in respect of Taxes; provided that, neither Party shall be required to provide records or information where such provision or inclusion would reasonably be likely to: (A) contravene any applicable Laws, fiduciary duty or Contract entered into prior to such time (including any confidentiality agreement to which such Party or any of its Affiliates is a party) or (B) result in the loss of any attorney work-product protections, attorney-client privileges or similar protections and privileges. Buyer shall, and shall cause the Company and the Subsidiary Subsidiaries to, 63
and the Sellers shall (i) retain all books and records held by them after the Closing with respect to Tax matters pertinent to the Company and the Subsidiary Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Sellerthe Seller Representative, any valid extension thereof) for the respective taxable periods, and to abide by all record retention Laws and agreements entered into with any Taxing Authority, and (ii) give Seller the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and shall allow Seller the other Parties to take possession of such books and recordsrecords at such other Parties’ sole expense.
(b) Buyer and The Seller shallRepresentative, upon at the other’s written request, use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the transactions contemplated by this Agreement.
(c) Seller shall prepare, or cause to be prepared, all Tax Returns expense of the Company and the Subsidiary for any Tax period ending on or prior to the Closing Date with an initial due date after the Closing DateSellers, and Buyer shall prepare, or cause to be prepared, all Tax Returns of the Company or the any Subsidiary for any Straddle Period with an initial due date after the Closing Date and for any Tax period beginning after the Closing Date. Any Tax Returns required to be prepared pursuant to this Section 10.2(c) for a Tax period ending on or before the Closing Date and shall deliver, or any Straddle Period cause to be delivered, such Tax Returns to Buyer no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) for Buyer’s review and comment. All such Tax Returns shall be prepared in a manner consistent with past practices of the past practice of Seller except as required by applicable Law or this AgreementCompany and the Subsidiaries. At least 30 days prior Buyer shall provide any written comments to the due date of Seller Representative with respect to such Tax Returns not later than ten (10) days after receiving any such Tax Return and, if Buyer does not provide any written comments within ten (after applicable extensions10) that is an income Tax Returndays, or 15 days (or such short period as circumstances or the nature of the Tax Return may reasonably require) prior Buyer shall be deemed to the due date of any other such Tax Return (after applicable extensions) that is material but that is not an income tax Return, the party responsible for preparing such Tax Return will deliver such Tax Return to the other party for such other party’s review and comment, and the preparing party will incorporate in any such Tax Return any reasonable comments provided in writing by the other party within 10 days following receipt of have accepted such Tax Return. For the avoidance of doubt, this Section 10.2 The Parties shall not apply attempt in good faith to resolve any dispute with respect to any Consolidated Tax Returns, which such Tax Returns Return. If the Parties are unable to resolve any such dispute at least ten (10) days before the filing deadline (taking into account applicable extensions) for any such Tax Return, the dispute shall be prepared referred to the Independent Accounting Firm for resolution and filed the fees shall be shared one-half by Seller Guarantor.
the Sellers and one-half by Buyer. Except as otherwise required by applicable Law, (di) none of Buyer, the Company, any Subsidiary or any of their Affiliates shall elect to waive any carryback of net operating losses under Section 172(b)(3) of the Code (or any similar provision of state, local or foreign Law) on any Tax Return of the Company or any Subsidiary for any Tax period ending on or before the Closing Date in respect of losses incurred in any Tax period ending on or before the Closing Date; (ii) the Company and the Subsidiaries shall report and deduct the Tax Deductions on Tax Returns for Tax periods ending on or before the Closing Date to the fullest extent permitted under applicable Law; and (iii) as part of the Tax Returns of the Company and the Subsidiaries for any Tax period ending on or before the Closing Date, Buyer shall cooperate and file or cause to be filed all filed, if applicable, IRS Form 4466 (Corporation Application for Quick Refund of Overpayment of Estimated Tax) in respect of any taxable year ending on the Closing Date, IRS Form 8302 (Electronic Deposit of Tax Refund of $1 Million or More) or IRS Form 1139 (Corporation Application for Tentative Refund) for any eligible carryback periods to the extent that such Tax Returns required to be are prepared pursuant to Section 10.2(c) as any such Tax Return is finally prepared by the Seller Representative in accordance with this Section 10.2(c). 10.39.1
Appears in 1 contract
Samples: Stock Purchase Agreement (CPI International Holding Corp.)
Cooperation; Audits; Tax Returns. (a) In connection with the preparation of Tax Returns, the conduct of any Tax audit or examinations, and any administrative or judicial proceeding proceedings relating to Taxthe Tax Liabilities imposed on the Company or any of its Subsidiaries for all Tax periods (or portion of a Straddle Period) ending on or before the Closing Date (“Pre‑Closing Tax Periods”), Buyer Parent, on the one hand, and Seller the Representative, on the other hand, shall cooperate fully with each other, as and to the extent reasonably requested by the other party, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes and any assessment or reassessment in respect of Taxes. Buyer shall, and shall cause the Company and the Subsidiary to, 63
(i) retain all books and records with respect to Tax matters pertinent to the Company and the Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Seller, any extension thereof) for the respective taxable periods, and to abide by all record retention Laws and agreements entered into with any Taxing Authority, and (ii) give Seller reasonable written notice prior to transferring, destroying or discarding any such books and records and shall allow Seller to take possession of such books and records.
(b) Buyer and Seller shall, upon the other’s written request, use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the transactions contemplated by this Agreement.
(c) Seller The Representative shall prepare, or cause to be prepared, all income Tax Returns of the Company and the Subsidiary its Subsidiaries for any Pre‑Closing Tax Period (not including any Straddle Period). The Representative shall provide such income Tax Returns to Parent at least thirty days before the due date for such income Tax Returns, including any applicable extensions, for Parent’s review and approval, not to be unreasonably withheld, conditioned or delayed, and Parent shall be permitted to incorporate into such income Tax Returns any reasonable comments it may have to the extent such Tax Returns could reasonably be expected to have a material impact on Parent and the Company in any taxable period ending on or prior to the Closing Date with an initial due date after the Closing Date, and Buyer shall prepare, or cause to be prepared, all Tax Returns of the Company or the Subsidiary for any Straddle Period with an initial due date after the Closing Date and for any Tax period beginning after the Closing Date. Any Parent shall timely file such income Tax Returns required Returns.
(c) With respect to be prepared pursuant to this Section 10.2(c) for a Tax period ending on or before Matter, Parent shall have the Closing Date or any Straddle Period shall be prepared in a manner consistent with exclusive authority to control the past practice of Seller except as required by applicable Law or this Agreement. At least 30 days prior to the due date conduct of any such Tax Return (after applicable extensions) that is an income Tax Return, or 15 days (or such short period as circumstances or the nature of the Tax Return may reasonably require) prior to the due date of any other such Tax Return (after applicable extensions) that is material but that is not an income tax Return, the party responsible for preparing such Tax Return will deliver such Tax Return to the other party for such other party’s review and commentMatter, and Parent shall keep the preparing party will incorporate in any such Tax Return any reasonable comments provided in writing by the other party within 10 days following receipt of such Tax Return. For the avoidance of doubt, this Section 10.2 shall not apply Representative reasonably informed with respect to any Consolidated such Tax ReturnsMatter, the Representative shall be permitted to participate in such Tax Matter and Parent shall not settle or otherwise resolve such Tax Matter without the Representative’s consent, which such Tax Returns consent shall not be prepared and filed by Seller Guarantorunreasonably withheld, conditioned or delayed.
(d) Buyer shall file or cause to be filed all Tax Returns required to be prepared pursuant to Section 10.2(c) as any such Tax Return is finally prepared in accordance with Section 10.2(c). 10.3
Appears in 1 contract
Cooperation; Audits; Tax Returns. (a) In connection with the preparation of Tax Returns, the conduct of any Tax audit or examinations, and any administrative or judicial proceeding proceedings relating to Taxthe Tax liabilities imposed on the Company or the Subsidiaries for all Tax periods ending on or before the Closing Date (“Pre-Closing Tax Periods”), Buyer Buyer, on the one hand, and Seller the Sellers, on the other hand, shall cooperate fully with each other, as and to the extent reasonably requested by the other party, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes and any assessment or reassessment in respect of Taxes. Buyer shall, shall and shall cause the Company and the Subsidiary to, 63
Subsidiaries to (i) retain all books and records with respect to Tax matters pertinent to the Company and the Subsidiary Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Sellerthe Seller Representative, any extension thereof) for the respective taxable periods, and to abide by all record retention Laws and agreements entered into with any Taxing Authority, and (ii) give the Seller Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and shall allow the Seller Representative to take possession of such books and records.
(b) Buyer and the Seller Representative shall, upon the other’s written request, use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection (including with respect to the transactions contemplated by this Agreementhereby).
(c) The Seller Representative shall prepare, prepare or cause to be prepared, prepared all Tax Returns of the Company and the Subsidiary for any Tax period ending on or prior to the Closing Date with an initial due date after the Closing Date, and Buyer shall prepare, or cause to be prepared, all income Tax Returns of the Company or the Subsidiary Subsidiaries for any Straddle Period with an initial due date after the Pre-Closing Date and for any Tax period beginning after the Closing DatePeriod. Any The Seller Representative shall provide such income Tax Returns required to be prepared pursuant to this Section 10.2(c) for a Tax period ending on or Buyer at least five days before the Closing Date or any Straddle Period shall be prepared in a manner consistent with the past practice of Seller except as required by applicable Law or this Agreement. At least 30 days prior to the due date of for such income Tax Returns including any such Tax Return (after applicable extensions) that is an . Buyer shall timely file such income Tax Return, or 15 days (or such short period as circumstances or the nature of the Tax Return may reasonably require) prior to the due date of any other such Tax Return (after applicable extensions) that is material but that is not an income tax Return, the party responsible for preparing such Tax Return will deliver such Tax Return to the other party for such other party’s review and comment, and the preparing party will incorporate in any such Tax Return any reasonable comments provided in writing by the other party within 10 days following receipt of such Tax Return. For the avoidance of doubt, this Section 10.2 shall not apply with respect to any Consolidated Tax Returns, which such Tax Returns shall be prepared and filed by Seller Guarantor.
(d) Buyer shall file or cause to be filed all Tax Returns required to be prepared pursuant to Section 10.2(c) as any such Tax Return is finally prepared in accordance with Section 10.2(c). 10.3
Appears in 1 contract
