INDEMNIFICATION STATEMENT. If Seller agrees to the Indemnification Statement amount, Seller shall pay to Buyer an amount equal to the Taxes shown on the Indemnification Statement less any amounts paid by Seller or Company on or before the Effective Time with respect to estimated taxes (which have not been taken into account in determining the Indemnification Statement amount) not later than three business days before the due date (including any extensions thereof) for payment of Taxes with respect to such Straddle Period Return. If the parties are unable to resolve any dispute within fifteen business days after Seller's receipt of such Straddle Period Return and Indemnification Statement, such dispute shall be resolved by the Independent Accountants, which shall resolve any issue in dispute as promptly as practicable. If the Independent Accountants are unable to make a final determination with respect to any disputed issue prior to the due date (including any extensions) for the filing of the Straddle Period Return in question, (A) Buyer shall file, or shall cause to be filed, such Straddle Period Return without such final determination having been made and (B) Seller shall pay to Buyer, not later than three days before the due date (including any extensions thereof) for the payment of Taxes with respect to such Straddle Period Return, an amount tentatively determined by the Independent Accountants as the proper amount chargeable to Sellers pursuant to this Section 5.8. Upon delivery to Seller and Buyer by the Independent Accountants of its final determination, appropriate adjustments shall be made to the amount paid by Seller in accordance with the immediately preceding sentence in order to reflect the final decision of the Independent Accountants. The determination by the Independent Accountants shall be final, conclusive and binding on the parties.
Appears in 1 contract
Samples: Stock Purchase Agreement (Rollins Truck Leasing Corp)
INDEMNIFICATION STATEMENT. If Seller agrees Sellers agree to the Indemnification Statement amount, Seller Sellers shall pay to Buyer an amount equal to the Taxes shown on the Indemnification Statement less any amounts paid by Seller Sellers or Company the Companies on or before the Effective Time Closing Date with respect to estimated taxes (which have not been taken into account in determining the Indemnification Statement amount) not later than three business days before the due date (including any extensions thereof) for payment of Taxes with respect to such Straddle Period Return. If the parties are unable to resolve any dispute within fifteen thirty (30) business days after Seller's Sellers' receipt of such Straddle Period Return and Indemnification Statement, such dispute shall be resolved by the Independent AccountantsUnrelated Accounting Firm, which shall resolve any issue in dispute as promptly as practicable. If the Independent Accountants are Unrelated Accounting Firm is unable to make a final determination with respect to any disputed issue prior to the due date (including any extensions) for the filing of the Straddle Period Return in question, (A) Buyer shall file, or shall cause to be filed, such Straddle Period Return without such final determination having been made and (B) Seller Sellers shall pay to Buyer, not later than three days before the due date (including any extensions thereof) for the payment of Taxes with respect to such Straddle Period Return, an amount tentatively determined by the Independent Accountants Sellers as the proper amount chargeable to Sellers pursuant to this Section 5.85.7. Upon delivery to Seller Sellers and Buyer by the Independent Accountants Unrelated Accounting Firm of its final determination, appropriate adjustments shall be made to the amount paid by Seller Sellers in accordance with the immediately preceding sentence in order to reflect the final decision of the Independent Accountants. The determination by the Independent Accountants shall be final, conclusive and binding on the parties.the
Appears in 1 contract
INDEMNIFICATION STATEMENT. If Seller agrees to the Indemnification Statement amount, Seller shall pay to Buyer an amount equal to the Taxes shown on the Indemnification Statement less any amounts paid by Seller or the Company on or before the Effective Time Closing Date with respect to estimated taxes (which have not been taken into account in determining the Indemnification Statement amount) not later -later than three (3) business days before the due date (including any extensions thereof) for payment of Taxes with respect to such Straddle Period Return. If the t he parties are unable to resolve any dispute within fifteen (15) business days after Seller's receipt of such Straddle Period Return and Indemnification Statement, such dispute shall be resolved by the [Independent Accountants], which shall resolve any issue in dispute as promptly as practicable. If the Independent Accountants are unable to make a final determination with respect to any disputed issue prior to the due date (including any extensions) for the filing of the Straddle Period Return in in, question, (A) Buyer shall file, or shall cause to be filed, such Straddle Period Return without such final determination having been made and (B) Seller shall pay to Buyer, not later than three days before the due date (including any extensions thereof) for the payment of Taxes with respect to such Straddle Period Return, an amount tentatively determined by the Independent Accountants Seller as the proper amount chargeable to Sellers Seller pursuant to this Section 5.85.8(c). Upon delivery to Seller and Buyer by the Independent Accountants of its final determination, appropriate adjustments shall be made to the amount paid by Seller in accordance with the immediately preceding sentence in order to reflect the final decision of the Independent Accountants. The determination by the Independent Accountants shall be final, conclusive and binding on the parties.
Appears in 1 contract
INDEMNIFICATION STATEMENT. If Seller agrees to the Indemnification Statement amount, Seller shall pay to Buyer an amount equal to the Taxes shown on the Indemnification Statement less any amounts paid by Seller or Company on or before the Effective Time with respect to estimated taxes (which have not been taken into account in determining the Indemnification Statement amount) not later than three business days before the due date (including any extensions thereof) for payment of Taxes with respect to such Straddle Period Return. If the parties are unable to resolve any dispute within fifteen business days after Seller's receipt of such Straddle Period Return and Indemnification Statement, such dispute shall be resolved by the Independent Accountants, which shall resolve any issue in dispute as promptly as practicable. If the Independent Accountants are unable to make a final determination with respect to any disputed issue prior to the due date (including any extensions) for the filing of the Straddle Period Return in question, (A) Buyer shall file, or shall cause to be filed, such Straddle Period Return without such final determination having been made and (B) Seller shall pay to Buyer, not later than three days before the due date (including any extensions thereof) for the payment of Taxes with respect to such Straddle Period Return, an amount tentatively determined by the Independent Accountants as the proper amount chargeable to Sellers pursuant to this Section 5.8. Upon delivery to Seller and Buyer by the Independent Accountants of its final determination, appropriate adjustments shall be made to the amount paid by Seller in accordance with the immediately preceding sentence in order to reflect the final decision of the Independent Accountants. The determination by the Independent Accountants shall be final, conclusive and binding on the parties.. (iv) Seller and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended returns and claims for refund), including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes. Buyer recognizes that Seller will need access, from time to time, after the Effective Time, to certain accounting and tax records and information held by the Company to the extent such records and information pertain to events occurring prior to the Effective Time; therefore, Buyer agrees that from and after the Effective Time Buyer shall, and shall cause the Company to, (A) retain and maintain such records until such time as Seller determines that such retention and maintenance is no longer necessary and (B) allow Seller and their agents and representatives (and agents and representatives of its Affiliates) to inspect, review and make copies of such records as Seller reasonably may deem necessary or appropriate from time to time. Buyer shall indemnify Seller from and against any penalties, additions to tax or interest imposed on Seller as a result of any failure of Buyer to provide tax records or other information to Seller in a timely manner. (v) Buyer shall not, and shall cause the Company not to, dispose of or destroy any of the business records and files of the Company relating to Taxes in existence at the Effective Time without first offering to turn over possession thereof to Seller by written notice to Seller at least thirty days prior to the proposed date of such disposition or destruction. (vi) Any refunds and credits of Taxes of the Company or similar benefit (including any interest or similar benefit) which are not included as assets or as a reduction of a liability or reserve on the Interim Balance Sheet but which are received by the Company or Buyer or for which the Company is entitled to a credit with respect to (A) Taxes paid for any taxable period ending on or before the Effective Time or (B) Taxes for which Seller has indemnified the Buyer under the Agreement, shall be for the account of Seller, and if received or utilized by Buyer or the Company, shall be paid to Seller within five business days after Buyer or Company receives such refund or utilizes such credit. Except as provided in the next sentence, any refunds or credits of the Company with respect to any Straddle Period shall be apportioned between Seller, on the one hand, and Buyer, on the other hand, on the basis of an interim closing of the books. In the case of a refund or credit attributable to any Taxes that are imposed on a periodic basis and are attributable to the Straddle Period, other than Taxes based upon or related to gross or net income or receipts, the refund or credit of such Taxes of the Company for the Pre-Closing Period shall be deemed to be the amount of such refund or credit for the Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period. (vii) otwithstanding any other provisions of this Agreement to the contrary, all sales, use, transfer, gains, stamp, duties, recording and similar Taxes incurred in connection with the transactions contemplated by this Agreement shall be paid by Buyer and Buyer shall, at its own expense, accurately file or cause to be filed all necessary Tax Returns and other documentation with respect to such Taxes and timely pay all such Taxes. If required by applicable law, Seller will join in the execution of any such Tax Returns or such other documentation. (d)
Appears in 1 contract
Samples: Stock Purchase Agreement (Rollins Truck Leasing Corp)
