Common use of Other Tax Returns and Taxes Clause in Contracts

Other Tax Returns and Taxes. The Companies and Subsidiaries (and not Progress Fuels) shall be responsible for preparing and filing all Tax Returns of the Companies and the Subsidiaries other than those income Tax Returns to which Sections 8.2(a) through 8.2(c) apply (“Other Tax Returns”). The preceding sentence shall not affect any liability that Progress Energy or Progress Fuels may otherwise have hereunder. Except as otherwise required by Law or expressly agreed in writing by Progress Fuels and Holdings (with such agreement not to be unreasonably withheld or delayed), (i) each Other Tax Return filed after the Closing Date for any period ending on or before or including the Closing Date shall be based on the same accounting methods and Tax elections as used for the same type of Other Tax Return filed most recently before the Closing Date, and (ii) no amended Other Tax Return may be filed for a period ending on or before or including the Closing Date. Holdings shall, at least 30 days prior to the due date for such Tax Returns, provide or cause to be provided to Progress Fuels drafts of all foreign income Tax Returns of the Companies or any of the Subsidiaries that are for a taxable period that is or includes a Pre-Closing Period and are due (taking into account any applicable extensions) more than 90 days after the Closing Date and shall consider in good faith any comments raised by Progress Fuels in a timely fashion with respect to any such drafts. If Progress Fuels, within 10 days of receipt of such a draft, provides notice in writing to Holdings that either such draft is inconsistent with the requirements of applicable foreign Tax Law or violates any provision of this Section 8.2(f) and Holdings and Progress Fuels are unable to resolve such dispute within 4 business days, the parties shall submit such dispute to KPMG for resolution, except as set forth herein, in accordance with the procedures set forth in Section 2.8(d) hereof; provided, that KPMG shall be required to resolve such dispute at least three business days before the due date for such Tax Return. In resolving such dispute, KPMG shall adopt Holdings’ position except to the extent that it is not permitted by applicable foreign Tax Law or violates any provision of this Section 8.2(f). Holdings shall make good faith reasonable efforts to provide to Progress Fuels drafts of foreign income Tax Returns of the Companies or any of the Subsidiaries that are for a taxable period that is or includes a Pre-Closing Period and are due (taking into account any applicable extensions) less than 91 days after the Closing Date prior to filing such Tax Returns and shall consider in good faith any comments raised by Progress Fuels with respect to such drafts.

Appears in 2 contracts

Samples: Merger Agreement (Progress Rail Services, Inc.), Merger Agreement (Progress Energy Inc)

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Other Tax Returns and Taxes. The (i) CEPCB and the Transferred Companies and Subsidiaries (and not Progress FuelsSeller) shall be responsible for preparing and filing all Tax Returns of the Transferred Companies and the Subsidiaries other than those income Tax Returns to which Sections 8.2(a6.8(a) through 8.2(c6.8(c) apply (“Other Tax Returns”). The preceding sentence shall not affect any liability that Progress Energy or Progress Fuels may otherwise have hereunder. Except as otherwise required by Law or expressly agreed in writing by Progress Fuels Seller and Holdings (with such agreement not to be unreasonably withheld or delayed)CEPCB, (i) each Other Tax Return filed after the Closing Date for any period ending on or before or including the Closing Date shall be based on the same accounting methods and Tax elections as used for the same type of Other Tax Return filed most recently before the Closing Date, and (ii) no amended Other Tax Return may be filed for a period ending on or before or including the Closing Date. Holdings shall. (ii) For purposes of preparing the Final Closing Balance Sheet pursuant to Section 2.6, at least 30 days prior to in the due date for such Tax Returns, provide or cause to be provided to Progress Fuels drafts case of all foreign income Tax Returns of the Companies or any of the Subsidiaries that are for a taxable period that is or includes (but does not end on) the day before the Closing Date (a “Straddle Period”), Taxes other than Income Taxes will be allocated between the portion of the Straddle Period ending on the day before the Closing Date (“Pre-Closing Portion”) and the portion of the Straddle Period and are due (taking into account any applicable extensions) more than 90 days after beginning on the Closing Date and shall consider as provided in good faith any comments raised by Progress Fuels in a timely fashion with respect to any such draftsthis Section 6.8(f)(ii). If Progress Fuels, within 10 days of receipt The amount of such Taxes allocable to the Pre-Closing Portion will be determined on the basis of a draft, provides notice in writing to Holdings that either such draft is inconsistent with deemed closing of the requirements books of applicable foreign Tax Law or violates any provision the Transferred Companies as of this Section 8.2(f) and Holdings and Progress Fuels are unable to resolve such dispute within 4 the close of business days, on the parties shall submit such dispute to KPMG for resolution, except as set forth herein, in accordance with day before the procedures set forth in Section 2.8(d) hereofClosing Date; provided, that KPMG shall be required to resolve such dispute at least three business days before in the due date case of ad valorem Taxes and any other Tax that is a fixed amount for the entire taxable period, the amount of each such Tax Return. In resolving such dispute, KPMG shall adopt Holdings’ position except allocable to the extent that it is not permitted by applicable foreign Tax Law or violates any provision of this Section 8.2(f). Holdings shall make good faith reasonable efforts to provide to Progress Fuels drafts of foreign income Tax Returns of the Companies or any of the Subsidiaries that are for a taxable period that is or includes a Pre-Closing Portion will be equal to the product of each such Tax multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the commencement of such period through and are due (taking into account any applicable extensions) less than 91 days after including the day before the Closing Date prior Date, and the denominator of which is the number of days in the entire Straddle Period. The amount of Taxes (other than Income Taxes) for a Straddle Period not allocable to filing such Tax Returns and the Pre-Closing Portion shall consider in good faith any comments raised by Progress Fuels with respect be allocable to such draftsthe portion of the Straddle Period beginning on the Closing Date.

Appears in 1 contract

Samples: Merger Agreement (Constellation Energy Partners LLC)

Other Tax Returns and Taxes. (a) As provided in Sections 6.2(a) and 6.3(a), Seller will prepare all federal income Tax Returns and State Income Tax Returns of the Company for all periods ending on or before the Closing Date. The Companies and Subsidiaries Company (and not Progress FuelsSeller) shall be responsible for preparing and filing all other Tax Returns due after the Closing Date (taking into account all applicable extensions of time for filing that Seller or the Companies Company would utilize in the Ordinary Course of Business), and the Subsidiaries other than those income any such Tax Returns to which Sections 8.2(a) through 8.2(c) apply that include any period before the Closing Date shall (“Other Tax Returns”). The preceding sentence shall not affect any liability that Progress Energy or Progress Fuels may otherwise have hereunder. Except except as otherwise required by Law law or expressly agreed to in writing by Progress Fuels Seller and Holdings (Buyer) be prepared on a basis consistent with such agreement prior Tax Returns relating to the same Tax. Buyer and the Company shall not to be unreasonably withheld or delayed), (i) each Other amend any Tax Return filed after the Closing Date for any relating to a period ending on or before or including the Closing Date without the prior written consent of Seller. (b) If the Company is required to file any Tax Return, other than those Tax Returns to which Sections 6.1 through 6.3 apply, for a taxable period ending after the date of Closing but covering days before and after the Closing Date, Buyer shall cause such returns to be filed and shall be responsible for payment of any Tax for such period. However, Seller shall pay to Buyer or Buyer shall pay to Seller, as appropriate and as an adjustment to the Initial Purchase Price, the amount by which the Tax attributable to the portion of the period through the Closing Date exceeds or is less than the sum of (i) amount of such Tax paid on or before the Closing Date and (ii) the amount of such Tax taken into account in computing the Working Capital Adjustment. This Section 6.7(b) shall not apply to Property Taxes, which shall be subject to Section 6.7(c). For purposes of this Section 6.7(b), the Tax attributable to the portion of the period through the Closing Date shall be determined as if the portion of the period through the Closing Date were a separate taxable period (i.e., by closing the books as of the Closing Date) but shall exclude any amount of Tax based on or resulting from any transaction or event occurring after the same accounting methods Closing and outside the ordinary course of business; provided, however, that in the case of any Tax elections as used that is a fixed amount for the same type entire taxable period, the Tax attributable to the portion of Other the period through the Closing Date shall be the product of such fixed amount and a fraction, the numerator of which is the number of days during the portion of the period through the Closing Date and the denominator of which is the number of days in the entire taxable period. Buyer shall compute the amount of the Tax attributable to the portion of the period through the Closing Date, and shall notify Seller of such amount in writing no later than twenty (20) days after the filing of any Tax Return Buyer is to cause to be filed most recently before under this Section 6.7(b). Within twenty (20) days after such notification date, Seller shall pay to Buyer or Buyer shall pay to Seller, as appropriate, the difference between (i) the amount of Tax determined by Buyer as attributable to the portion of the period through the Closing Date, and (ii) no amended Other the sum of (A) the amount of the Tax Return may be filed for a the taxable period ending paid on or before the Closing Date and (B) the amount of such Tax taken into account in computing the Working Capital Adjustment, unless within twenty (20) days after such notification date, Seller notifies Buyer in writing that Seller disagrees with the computation of any such amount. In that case, Seller and Buyer shall proceed in good faith to determine the correct amount, and Seller’s payment to Buyer, or Buyer’s payment to Seller, shall be due the later of (i) the time specified in the immediately preceding sentence or (ii) ten (10) days after Seller and Buyer agree to the amount payable. (c) Property Taxes attributable to the year of the Closing will be pro-rated as of the Closing Date with the Seller being liable for such Taxes attributable to the days in the Property Tax year through and including the Closing Date and the Buyer being liable for such Taxes attributable to days in the Property Tax year after the Closing Date. Holdings shall, at least 30 days prior to Such proration will be reflected in the due date for such Tax Returns, provide or cause to be provided to Progress Fuels drafts of all foreign income Tax Returns calculation of the Companies or any Working Capital Adjustment. Proration of Property Taxes shall be made on the basis of the Subsidiaries most recent Property Tax valuation and assessments of the assets owned by the Company. If such valuation pertains to a Property Tax period other than that are for a taxable period that in which the Closing occurs, within sixty (60) days of the issuance of the Tax xxxx covering the actual Property Tax period, Seller shall pay to Buyer or Buyer shall pay to Seller, as appropriate, the amount by which the prorated Property Tax exceeds or is or includes a Pre-Closing Period and are due (taking less than the amount thereof taken into account any applicable extensions) more than 90 days after in calculating the Closing Date and shall consider in good faith any comments raised by Progress Fuels in a timely fashion with respect to any such drafts. If Progress Fuels, within 10 days of receipt of such a draft, provides notice in writing to Holdings that either such draft is inconsistent with the requirements of applicable foreign Tax Law or violates any provision of this Section 8.2(f) and Holdings and Progress Fuels are unable to resolve such dispute within 4 business days, the parties shall submit such dispute to KPMG for resolution, except as set forth herein, in accordance with the procedures set forth in Section 2.8(d) hereof; provided, that KPMG shall be required to resolve such dispute at least three business days before the due date for such Tax Return. In resolving such dispute, KPMG shall adopt Holdings’ position except to the extent that it is not permitted by applicable foreign Tax Law or violates any provision of this Section 8.2(f). Holdings shall make good faith reasonable efforts to provide to Progress Fuels drafts of foreign income Tax Returns of the Companies or any of the Subsidiaries that are for a taxable period that is or includes a Pre-Closing Period and are due (taking into account any applicable extensions) less than 91 days after the Closing Date prior to filing such Tax Returns and shall consider in good faith any comments raised by Progress Fuels with respect to such draftsWorking Capital Adjustment.

Appears in 1 contract

Samples: Purchase Agreement (Atlas Energy Resources, LLC)

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Other Tax Returns and Taxes. The Companies Midland and the Subsidiaries (and not Progress Fuelsthe Seller) shall be responsible for preparing and filing all Tax Returns of the Companies Midland and the Subsidiaries other than required to be filed after the Closing Date except for those income Tax Returns to which Sections 8.2(a7.3(a) through 8.2(cand 7.3(b) apply and those property and personalty Tax Returns to which Section 7.3(j) apply ("Other Tax Returns"), and for the payment of any Taxes shown on any such Other Tax Return. Seller shall be entitled to review such Other Tax Returns before they are filed and Buyer shall incorporate all reasonable comments of Seller in such Other Tax Returns. Subject to the same protections as apply in Section 7.3(d) in the case of income Taxes, to the extent Midland and the Subsidiaries make a payment pursuant to any such Other Tax Return relating to such Taxes incurred prior to the Closing Date, which are not reflected on the Closing Financial Statements, Seller shall reimburse Midland and the Subsidiaries for the difference between the amount so paid and the amount so reflected within sixty (60) days of receipt of a copy of such Other Tax Return showing the amount paid which is to be compared with the amount reflected on the Closing Financial Statements. In the event Midland or any of the Subsidiaries receives any refund or becomes entitled to any credit against Taxes with respect to any Taxes shown on any such Other Tax Return, Buyer shall promptly pay or cause Midland to pay to Seller the portion of such Taxes (including interest) borne by the Seller (either pursuant to this Section 7.3(g) or as a result of such Taxes being reflected on the Closing Financial Statements). The preceding sentence Notwithstanding the foregoing, Seller and Buyer shall not affect be obligated to make any payments pursuant to this Section 7.3(g) except to the extent that any single liability that Progress Energy exceeds $100,000 and, in the case of a payment to Buyer, unless Buyer notifies Seller of its claim for such payment on or Progress Fuels may otherwise have hereunderbefore the second anniversary of the Closing Date. Except as otherwise required by Law or expressly agreed in writing by Progress Fuels Seller and Holdings (with such agreement not to be unreasonably withheld or delayed)Buyer, (i) each Other Tax Return filed after the Closing Date for any period ending on or before or including the Closing Date shall be based on the same accounting methods and Tax elections as used for the same type of Other Tax Return filed most recently before the Closing Date, and (ii) no amended Other Tax Return may be filed for a period ending on or before or including the Closing Date. Holdings shall, at least 30 days prior to the due date for such Tax Returns, provide or cause to be provided to Progress Fuels drafts of all foreign income Tax Returns of the Companies or any of the Subsidiaries that are for a taxable period that is or includes a Pre-Closing Period and are due (taking into account any applicable extensions) more than 90 days after the Closing Date and shall consider in good faith any comments raised by Progress Fuels in a timely fashion with respect to any such drafts. If Progress Fuels, within 10 days of receipt of such a draft, provides notice in writing to Holdings that either such draft is inconsistent with the requirements of applicable foreign Tax Law or violates any provision of this Section 8.2(f) and Holdings and Progress Fuels are unable to resolve such dispute within 4 business days, the parties shall submit such dispute to KPMG for resolution, except as set forth herein, in accordance with the procedures set forth in Section 2.8(d) hereof; provided, that KPMG shall be required to resolve such dispute at least three business days before the due date for such Tax Return. In resolving such dispute, KPMG shall adopt Holdings’ position except to the extent that it is not permitted by applicable foreign Tax Law or violates any provision of this Section 8.2(f). Holdings shall make good faith reasonable efforts to provide to Progress Fuels drafts of foreign income Tax Returns of the Companies or any of the Subsidiaries that are for a taxable period that is or includes a Pre-Closing Period and are due (taking into account any applicable extensions) less than 91 days after the Closing Date prior to filing such Tax Returns and shall consider in good faith any comments raised by Progress Fuels with respect to such drafts.

Appears in 1 contract

Samples: Purchase Agreement (Keyspan Corp)

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