Other Returns. Buyer shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Company (other than the Tax Returns that are prepared by Quiksilver pursuant to Section 5.1 above) that are required to be filed after the Closing Date with respect to taxable periods ending on or before the Closing Date or any Straddle Period, and, subject to the right to payment from Seller or Quiksilver pursuant to this Section, Buyer shall pay all Taxes shown as due on those Tax Returns. Prior to the due date of such Tax Returns, Seller or Quiksilver on behalf of Seller shall reimburse Buyer for all Taxes shown on such Tax Returns, but Quiksilver shall be credited for any estimated tax payments made by it prior to Closing. For Tax periods which begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”), Seller or Quiksilver on behalf of Seller shall reimburse Buyer, prior to the due date of the applicable Tax Return, for an amount equal to the Pre-Closing Taxes due with respect to any such Tax Returns filed by the Company and payable by the Company. Seller or Quiksilver on behalf of Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect to the preparation and filing of any Tax Returns of the Company for any taxable period ending on or prior to the Closing Date. Any amounts owed by Quiksilver to Buyer pursuant to this Section 5.2 shall be paid by Quiksilver within ten (10) Business Days of Buyer’s request therefor. Subject to receiving reimbursement from Seller or Quiksilver, Buyer shall cause the Company to timely pay all such Taxes on or prior to their due date. With respect to a Straddle Period, such Pre-Closing Taxes shall be calculated as follows: For purposes of this Agreement, in the case of any Taxes that are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income, gain, proceeds, receipts, profits, payments, transactions or other similar items, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (B) in the case of any other Taxes, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting.
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Other Returns. Buyer shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Company Acquired Companies (other than the Tax Returns that are prepared by Quiksilver pursuant to Section 5.1 6.1(a) above) that are required to be filed after the Closing Date with respect to taxable periods ending beginning on or before the Closing Date or any Straddle Periodperiod commencing after the Closing, and, subject to the right to payment from Seller or Quiksilver pursuant to this Section, Buyer shall pay all Taxes shown as due on those Tax Returns. Prior to the due date of such Tax Returns, Seller or Quiksilver on behalf of Seller shall reimburse Buyer for all Taxes shown on such Tax ReturnsReturns of the Acquired Companies (other than the Tax Returns that are prepared by Quiksilver pursuant to Section 6.1(a) above) for all periods (or portions thereof) ending on or prior to the Closing Date which are filed after the Closing Date, but Quiksilver shall be credited for any estimated tax payments made by it prior to Closing. For Tax periods which begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”), Seller or Quiksilver on behalf of Seller shall reimburse Buyer, prior to the due date of the applicable Tax Return, Buyer for an amount equal to the Pre-Closing Taxes due with respect to any such Tax Returns filed by the Company Acquired Companies and payable by the Companysuch Acquired Companies. Seller or Quiksilver on behalf of Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect to the preparation and filing of any Tax Returns of the Company Acquired Companies for any taxable period ending on or prior to the Closing DateDate and for a pro rata share of any Tax Returns of the Acquired Companies for a Straddle Period. Any amounts owed by Quiksilver to Buyer pursuant to this Section 5.2 6.1(b) shall be paid by Quiksilver within ten (10) Business Days days of Buyer’s request therefor. Subject to receiving reimbursement from Seller or Quiksilver, Buyer shall cause the each Acquired Company to timely pay all such Taxes on or prior to their due date. With respect to a Straddle Period, such Pre-Closing Taxes shall be calculated as follows: For purposes of this AgreementSection 6.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income, gain, proceeds, income or receipts, profits, payments, transactions or other similar items, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (B) in the case of any other TaxesTaxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting.
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Other Returns. Buyer shall, at its own expense, prepare and file, or Bownx xxxl cause to be prepared and filed, filed on a timely basis all Tax Returns of the Company (other than the Tax Returns that are prepared by Quiksilver pursuant to those described in Section 5.1 above8.1(b) that are above required to be filed after on behalf of the Company for all Pre-Closing Date with respect Periods. Bownx xxxl pay, and will indemnify and hold harmless the Company, Purchaser and Purchaser's Affiliates from and against any Taxes imposed on the Company attributable to taxable periods ending any Pre-Closing Periods except that Bownx xxxll not be responsible for the first forty-six thousand dollars ($46,000) of state and local income taxes for such Pre-Closing Periods and Pre-Closing Partial Periods. - 34 - 41 (d) Straddle Period. Any tax period of the Company which Bownx xxx elected, or caused the Company to have elected, to terminate on or before the Closing Date or any shall not constitute a Straddle Period and shall constitute a Pre-Closing Period, and, subject . Bownx xxxl take all actions necessary to have the right to payment from Seller or Quiksilver pursuant to this Section, Buyer shall pay all Taxes shown as due Company terminate on those Tax Returns. Prior to the due date of such Tax Returns, Seller or Quiksilver on behalf of Seller shall reimburse Buyer for all Taxes shown on such Tax Returns, but Quiksilver shall be credited for any estimated tax payments made by it prior to Closing. For Tax periods which begin on or before the Closing Date and end after the Closing Date tax periods which commence within twelve (a “Straddle Period”), Seller or Quiksilver on behalf of Seller shall reimburse Buyer, prior to the due date of the applicable Tax Return, for an amount equal to the Pre-Closing Taxes due with respect to any such Tax Returns filed by the Company and payable by the Company. Seller or Quiksilver on behalf of Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect to the preparation and filing of any Tax Returns of the Company for any taxable period ending on or 12) months prior to the Closing Date. Any amounts owed Purchaser will timely prepare and file all Tax Returns required to be filed by Quiksilver the Company for Straddle Periods and shall pay all Taxes due with respect to Buyer such Tax Returns, provided, however, Purchaser will notify Bownx xx Purchaser's calculation of Bownx'x xxxre of the Taxes of the Company for any Straddle Periods (determined in accordance with this paragraph (the "Tax Statement)) and provide to Bownx xxxies of the Tax Returns and such Tax Statement at least 15 days after the due date for filing any such Tax Returns. The Sellers shall have the right to review such Tax Returns and the Tax Statement and to request that the Purchaser make any reasonable changes to such Tax Returns. Purchaser and Bownx xxxll attempt to resolve in good faith any disagreement arising out of any Straddle Period Tax Return and/or any calculation of Bownx'x xxxre of the related Tax liability; if any such dispute is not resolved within ten days after the receipt of the Tax Return and Tax Statement, the matter shall be submitted for binding resolution to a mutually acceptable nationally recognized accounting firm in the relevant jurisdiction with no material relationship to Purchaser or Sellers. No later than fifteen (15) days following receipt of any such Tax Return and Tax Statement, Bownx xxxll pay to Purchaser, an amount equal to the Taxes shown on the Tax Statement as being chargeable to Bownx xx the extent the amount exceeds the forty-six thousand dollars ($46,000) referred to in Sections 8.1(a), 8.1(b), and 8.1(c) unless Bownx xxx disputed such amount. If Bownx xxx disputed such amount, then Bownx xxxll pay to Purchaser on that date an amount reasonably determined by Bownx xx the proper amount of Taxes chargeable to Sellers to the extent the amount exceeds the forty-six thousand dollars ($46,000) referred to in Sections 8.1(a), 8.1(b), and 8.1(c). Bownx xxxll pay any additional amount in order to reflect the decision of the Independent Accounting Firm within three (3) days of the Independent Accounting Firm decision. The Purchaser shall pay to the Bownx xxxess, if any, of the amount paid by Bownx, xx any, pursuant to this Section 5.2 shall the preceding sentence over the amount decided upon by the Independent Accounting Firm. Interest will also be paid by Quiksilver within ten (10) Business Days with respect to any such adjustments at a rate equal to the U.S. Federal underpayment rate from the date of Buyer’s request thereforthe delivery of the calculation to the date the amount of any adjustment is paid. Subject to receiving reimbursement from Seller or Quiksilver, Buyer shall Purchaser will cause the Company to timely pay all pay, and will indemnify and hold harmless Sellers and Sellers' Affiliates from and against any Taxes imposed upon the Company for any such Taxes on or prior to their due date. With respect to a Straddle Period, such except that Bownx xxxl reimburse Purchaser for, and will indemnify and hold harmless the Company, Purchaser and Purchaser's Affiliates from and against, the amount of Taxes attributable to any Pre-Closing Taxes shall be calculated as follows: For purposes of this Agreement, in the case of any Taxes that are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income, gain, proceeds, receipts, profits, payments, transactions or other similar items, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (B) in the case of any other Taxes, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting.Partial
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Other Returns. Buyer shalland Seller shall cause the Acquired Companies to, at its the Acquired Companies’ own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Company Acquired Companies (other than the Tax Returns that are prepared by Quiksilver Seller pursuant to Section 5.1 6.1(a) above) that are required to be filed after the Closing Date with respect to taxable periods ending beginning on or before the Closing Date or any Straddle Periodperiod commencing after the Closing, and, subject to the right to payment from Seller or Quiksilver pursuant to this Section, Buyer and Seller shall pay cause the Acquired Companies to pay, all Taxes shown as due on those Tax Returns. Prior to the due date of such Tax Returns, Seller or Quiksilver on behalf of Seller shall reimburse Buyer the Acquired Companies for all Taxes shown on such Tax ReturnsReturns of the Acquired Companies (other than the Tax Returns that are prepared by Seller pursuant to Section 6.1(a) above) for all periods (or portions thereof) ending on or prior to the Closing Date which are filed after the Closing Date, but Quiksilver Seller shall be credited for any estimated tax payments made by it prior to Closing. For Tax periods which begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”), Seller or Quiksilver on behalf of Seller shall reimburse Buyer, prior to the due date of the applicable Tax Return, Buyer for an amount equal to the Pre-Closing Taxes due with respect to any such Tax Returns filed by the Company Acquired Companies and payable by the Companysuch Acquired Companies. Seller or Quiksilver on behalf of Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect to the preparation and filing of any Tax Returns of the Company Acquired Companies for any taxable period ending on or prior to the Closing DateDate and for a pro rata share of any Tax Returns of the Acquired Companies for a Straddle Period. Any amounts owed by Quiksilver Seller to Buyer or the Acquired Companies pursuant to this Section 5.2 6.1(b) shall be paid by Quiksilver Seller within ten thirty (1030) Business Days of Buyer’s request therefor. Subject to receiving reimbursement from Buyer and Seller or Quiksilver, Buyer shall cause the each Acquired Company to timely pay all such Taxes on or prior to their due date. With respect to a Straddle Period, such Pre-Closing Taxes shall be calculated as follows: For for purposes of this AgreementSection 6.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income, gain, proceeds, income or receipts, profits, payments, transactions or other similar items, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, Period and (B) in the case of any other TaxesTaxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting.
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