Periods Ending on or Before the Closing Date. Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the calculation of Working Capital. No later than twenty (20) days prior to filing, Sellers shall deliver to Purchaser all such Tax Returns and any related work papers and shall permit Purchaser to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Sellers shall timely pay to the appropriate taxing authority any Taxes of Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns shall be estimated and accrued as a liability of Company for purposes of calculating Working Capital and shall be payable by Company.
Periods Ending on or Before the Closing Date. The Seller Representative shall prepare or cause to be prepared and file or cause to be filed all federal and state income and franchise Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date (“Short Period Returns”) and the Purchaser shall pay the amounts due on any Short Period Returns to the applicable Governmental Authority in a timely manner. Any Short Period Returns filed pursuant hereto must be consistent with the calculation of Net Assets and with the historical practices of the Company so long as such practices are in accordance with all applicable Laws. No later than twenty (20) days prior to filing, Seller Representative shall deliver to Purchaser all such Short Period Returns and any of Seller Representative’s related work papers and all other related work papers in his possession, use commercially reasonable efforts to obtain and provide to Purchaser related works papers of any applicable third party accountant or auditor within the same time period, and shall permit Purchaser to review and comment on each such Short Period Return and shall make such revisions to such Short Period Returns as are reasonably requested by Purchaser. To the extent such Taxes were not included as a liability in the calculation of Actual Net Assets, the Seller Representative shall direct the Escrow Agent to pay to Company from funds included in the Indemnity Escrow Account an amount equal to the portion of Taxes reported on such Short Period Returns that relate to the portion of such taxable period ending on or before the Closing Date that were not paid before the Closing Date or that were not reserved for in the calculation of Actual Net Assets; provided however that any applicable Taxes that are actually reimbursed under a Government Contract shall not be distributed from the Indemnity Escrow Account to the Purchaser or Parent. The costs, fees and expenses related to the preparation of such Short Period Returns shall be estimated and accrued as a liability of Company for purposes of calculating Net Assets and shall be payable by Company. Purchaser shall pay to the Seller Representative, within ten (10) business days of receipt from the applicable Governmental Authority, an amount equal to the portion of Company Taxes reported on the Short Period Returns that were actually reimbursed to the Company under any Government Contract.
Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns (federal, state and local) for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall permit Sellers to review on each such Tax Return described in the preceding sentence prior to filing. Sellers shall provide Buyer with all relevant information regarding the preparation and filing of such tax return, including but not limited to information regarding income, gain, loss, deduction or other tax items for such periods in a manner consistent with the tax returns previously filed by the Company. To the extent that any Taxes applicable to any period on or before the Closing Date are not included as a liability on the Closing Balance Sheet, any such amount shall be deducted from the Escrow Deposit, or if for any reason not paid to Buyer from such Escrow Deposit, the Principal Sellers shall indemnify Buyer for any such amount pursuant to Section 12 hereof. Buyer shall not be responsible for the payment of any of the Sellers’ individual taxes associated with the transactions contemplated by this Agreement.
Periods Ending on or Before the Closing Date. Seller shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for Company for all taxable periods ending on or prior to the Closing Date which are filed after the Closing Date. No later than twenty (20) calendar days prior to filing, Seller shall deliver to Purchaser a draft of any such Tax Return and any related work papers and shall permit Purchaser to review and comment on each such draft Tax Return. No later than ten (10) days after receipt of each such draft Tax Return, Purchaser shall notify Seller in writing of the existence of any reasonable objection Purchaser may have to any items set forth on each such draft Tax Return. If Purchaser and Seller are unable to resolve such objections within ten (10) days of Seller’s receipt of Purchaser’s written objections, such objections shall be resolved by treating items on such Tax Returns in a manner consistent with the past practice of Company with respect to such items, unless otherwise required by applicable Law. Seller shall timely pay to the appropriate Taxing Authority any Taxes of Company with respect to any such periods. Purchaser shall promptly reimburse Seller in cash for any Taxes of Company with respect to any such Tax Return to the extent such Taxes were included as a liability in the calculation of Actual Net Working Capital and were actually paid by Seller.
Periods Ending on or Before the Closing Date. The Stockholder Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the calculation of Working Capital. No later than twenty (20) days prior to filing, the Stockholder Representative shall deliver to Purchaser all such Tax Returns and any related work papers and shall permit Purchaser to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Stockholders shall timely pay to the appropriate taxing authority any Taxes of Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns shall be estimated and accrued as a liability of Company for purposes of calculating Working Capital and shall be payable by Company.
Periods Ending on or Before the Closing Date. Seller shall prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns for the Company for all periods ending on or prior to the Closing Date, which are required to be filed on or after the Closing Date. Any Tax Returns filed pursuant hereto shall be prepared in a manner consistent with the past custom and practice of the Company, unless otherwise required by applicable Laws or this Article VIII. No later than thirty (30) days prior to the due date for filing such Tax Return (including any applicable extensions), or, in the case of Tax Returns filed on a more frequent than annual basis, as soon as reasonably practicable but at least five (5) days prior to the due date for filing such Tax Return, Seller shall (i) deliver or cause to be delivered to Buyer such Tax Return, (ii) permit Buyer to review and comment on such Tax Return and (iii) consider in good faith any reasonable comments that are made by Buyer. Any Taxes of the Company shown on such Tax Returns shall be paid by Seller, except to the extent that such Taxes are reflected as a liability in the final determination of the Final Closing Consideration pursuant to Section 1.02 hereof.
Periods Ending on or Before the Closing Date. Sellers will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the prior Tax Returns of the Company unless otherwise required by applicable Law. No later than twenty (20) days prior to filing, Seller Representative will deliver to Purchaser all such Tax Returns described in the preceding sentence and any related work papers and will permit Purchaser to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by Purchaser. Sellers will timely pay to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Closing WC (including any Taxes resulting from the consummation of the transactions contemplated by the Split-Off Documents). The costs, fees and expenses related to the preparation of such Tax Returns will be paid by the Sellers and shall not be considered in calculating Net Working Capital.
Periods Ending on or Before the Closing Date. The Company, at its cost and expense, will prepare or cause to be prepared and timely file all Tax Returns required to be filed by or on behalf of the Company after the Closing Date which apply to periods ending on or prior to the Closing Date. No later than thirty (30) days prior to filing, the Company will deliver to the Shareholder Representatives all such Tax Returns and will permit the Shareholder Representatives to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by the Shareholder Representatives, if received at least fifteen (15) days prior to filing. Subject to the terms and conditions of Sections 5.10(e) and Article VII, solely and to the extent of available Escrow Funds, the Shareholders shall be liable for any Taxes shown as due by the Company on the Tax Returns described in this Section 5.10(a) (except to the extent such Taxes were specifically included as a liability or reserved against in the calculation of Closing Net Working Capital).
Periods Ending on or Before the Closing Date. The Parent will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the prior Tax Returns of the Company unless otherwise required by applicable Law. No later than twenty (20) days prior to filing such income Tax Returns and no later than five (5) days prior to filing such sales, use, payroll, property and other Tax Returns where the Tax liability for the period covered by such Tax Return exceeds $5,000, the Parent will deliver to the Stockholder Representative all such material Tax Returns and any related work papers and will permit the Stockholder Representative to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative. The Stockholders shall timely pay to the Parent for payment to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of the Closing Net Working Capital. The costs, fees and expenses related to the preparation of such income Tax Returns will be paid by the Stockholders.
Periods Ending on or Before the Closing Date. Sellers shall prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns for the Acquired Company for all periods ending on or prior to the Closing Date whether the same are required to be filed before or after the Closing Date. Any Tax Returns filed pursuant hereto shall be prepared in a manner consistent with the past custom and practice of the Acquired Company unless otherwise required by applicable Laws.
