Common use of Post-Closing Company Tax Returns Clause in Contracts

Post-Closing Company Tax Returns. (a) The Shareholders shall cause to be prepared, for filing by Fenix, all Tax Returns that the Company is required to file after the Closing Date for any taxable period ending on or prior to the Closing Date, and the Shareholders shall be solely responsible for the payment of all Taxes due in connection with these returns. (b) Fenix shall prepare and file all federal, state and local Tax Returns that the Company is required to file for any taxable period beginning on or after the Closing Date, and it shall be solely responsible for the payment of all Taxes due in connection with these returns. (c) For all Tax Returns that the Company is required to file for any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), Fenix shall prepare and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection with these returns, subject to the obligation of the Shareholders to reimburse Fenix for the portion of each such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard: (1) in the case of a Tax for a Straddle Period that is based on or related to income or receipts or is imposed in connection with the sale of goods or services, the Reimbursable Portion of the Tax shall be equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and (2) in the case of a Tax for a Straddle Period that is imposed in respect of the assets of the Company or is otherwise measured by the value or level of any item, the Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d) The Shareholders shall reimburse Fenix for the Reimbursable Portion of any Tax payable under Section 7.1(c) no later than 10 Business Days after Fenix provides the Shareholders with its calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as filed with the appropriate Governmental Authority.

Post-Closing Company Tax Returns. (a) The Shareholders Shareholder shall cause to be prepared, for filing by FenixF5 Finishes, all federal, state and local Tax Returns that the Company is required to file after the Closing Date for any taxable period ending on or prior to the Closing Date, and the Shareholders Shareholder shall be solely responsible for the payment of all Taxes due in connection with these returns. (b) Fenix F5 Finishes shall prepare and file all federal, state and local Tax Returns that the Company is required to file for any taxable period beginning on or after the Closing Date, and it shall be solely responsible for the payment of all Taxes due in connection with these returns. (c) For all Tax Returns that the Company is required to file for any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), Fenix F5 Finishes shall prepare and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection with these returns, subject to the obligation of the Shareholders Shareholder to reimburse Fenix F5 Finishes for the portion of each such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard: (1) in the case of a Tax for a Straddle Period that is based on or related to income or receipts or is imposed in connection with the sale of goods or services, the Reimbursable Portion of the Tax shall be equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and (2) in the case of a Tax for a Straddle Period that is imposed in respect of the assets of the Company or is otherwise measured by the value or level of any item, the Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d) The Shareholders Subject to Shareholder’s right to review and approve such Tax Return, Shareholder shall reimburse Fenix F5 Finishes for the Reimbursable Portion of any Tax payable under Section 7.1(c) no later than 10 ten (10) Business Days after Fenix F5 Finishes provides the Shareholders Shareholder with its calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as filed with the appropriate Governmental Authority.

Post-Closing Company Tax Returns. (a) The Shareholders shall cause to be prepared, for filing by FenixF5 Finishes, all federal, state and local Tax Returns that the Company is required to file after the Closing Date for any taxable period ending on or prior to the Closing Date, and the Shareholders shall be solely responsible for the payment of all Taxes due in connection with these returns. (b) Fenix F5 Finishes shall prepare and file all federal, state and local Tax Returns that the Company is required to file for any taxable period beginning on or after the Closing Date, and it shall be solely responsible for the payment of all Taxes due in connection with these returns. (c) For all Tax Returns that the Company is required to file for any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), Fenix F5 Finishes shall prepare and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection with these returns, subject to the obligation of the Shareholders to reimburse Fenix F5 Finishes for the portion of each such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard: (1) in the case of a Tax for a Straddle Period that is based on or related to income or receipts or is imposed in connection with the sale of goods or services, the Reimbursable Portion of the Tax shall be equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and (2) in the case of a Tax for a Straddle Period that is imposed in respect of the assets of the Company or is otherwise measured by the value or level of any item, the Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d) The Shareholders Subject to Shareholders’ right to review and approve such Tax Return, Shareholder shall reimburse Fenix F5 Finishes for the Reimbursable Portion of any Tax payable under Section 7.1(c) no later than 10 ten (10) Business Days after Fenix F5 Finishes provides the Shareholders with its calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as filed with the appropriate Governmental Authority.

Post-Closing Company Tax Returns. (a) The Shareholders Vendors shall cause to be prepared, for filing by FenixPurchaser, all Tax Returns that the Company Newco is required to file after the Closing Date for any taxable period ending on or prior to the Closing Date, and the Shareholders Vendors shall be solely responsible for the payment of all Taxes due in connection with these returns. (b) Fenix shall prepare and file all federal, state and local Tax Returns that the Company is required to file for any taxable period beginning on or after the Closing Date, and it shall be solely responsible for the payment of all Taxes due in connection with these returns. (c) For all Tax Returns that the Company Newco is required to file for any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), Fenix Purchaser shall prepare and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection with these returns, subject to the obligation of the Shareholders to reimburse Fenix Purchaser for the portion of each such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard: (1) in the case of a Tax for a Straddle Period that is based on or related to income or receipts or is imposed in connection with the sale of goods or services, the Reimbursable Portion of the Tax shall be equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and (2) in the case of a Tax for a Straddle Period that is imposed in respect of the assets of the Company Newco or is otherwise measured by the value or level of any item, the Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d3) The Shareholders shall reimburse Fenix Purchaser for the Reimbursable Portion of any Tax payable under Section 7.1(c8.1(b) no later than 10 Business Days after Fenix Purchaser provides the Shareholders with its calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as filed with the appropriate Governmental Authority.

Post-Closing Company Tax Returns. (a) The Shareholders Seller shall cause to be prepared, for filing by FenixBuyer, all Tax Returns that the Company is required to file after the Closing Date for any taxable period ending on or prior to the Closing Date, and the Shareholders Seller shall be solely responsible for the payment of all Taxes due in connection with these returns. (b) Fenix Buyer shall prepare and file all federal, state and local Tax Returns that the Company is required to file for any taxable period beginning on or after the Closing Date, and it shall be solely responsible for the payment of all Taxes due in connection with these returns. (c) For all Tax Returns that the Company is required to file for any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), Fenix Buyer shall prepare and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection with these returns, subject to the obligation of the Shareholders Seller to reimburse Fenix Buyer for the portion of each such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard: (1) in the case of a Tax for a Straddle Period that is based on or related to income or receipts or is imposed in connection with the sale of goods or servicesservices (e.g., state sales Tax or use Tax), the Reimbursable Portion of the Tax shall be equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and (2) in the case of a Tax for a Straddle Period that is imposed in respect of the assets of the Company or is otherwise measured by the value or level of any item, the Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d) The Shareholders Seller shall reimburse Fenix Buyer for the Reimbursable Portion of any Tax payable under Section 7.1(c7.2(c) no later than 10 Business Days after Fenix Buyer provides the Shareholders Seller with its Buyer’s calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as filed with the appropriate Governmental Authority. Seller shall have the right to review and approve each such Tax Return (which approval shall not be unreasonably withheld or delayed) and at least 10 Business Days in which to comment on it before it is filed. (e) Buyer shall not, and Buyer shall cause the Company to not, take any action that would increase Seller’s Tax liability for the pre-Closing period without Seller’s prior written consent (but this restriction shall not apply to actions in good faith that Buyer takes, or causes the Company to take, in compliance with its Tax obligations).

Post-Closing Company Tax Returns. (a) The Shareholders Sellers shall cause to be prepared, for filing by FenixBuyer, all Tax Returns that the Company is required to file after the Closing Date for any taxable period ending on or prior to the Closing Date, and the Shareholders Sellers shall be solely responsible for the payment of all Taxes due in connection with these returns. (b) Fenix Buyer shall prepare and file all federal, state and local Tax Returns that the Company is required to file for any taxable period beginning on or after the Closing Date, and it shall be solely responsible for the payment of all Taxes due in connection with these returns. (c) For all Tax Returns that the Company is required to file for any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), Fenix Buyer shall prepare and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection with these returns, subject to the obligation of the Shareholders Sellers to reimburse Fenix Buyer for the portion of each such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard: (1) in the case of a Tax for a Straddle Period that is based on or related to income or receipts or is imposed in connection with the sale of goods or servicesservices (e.g., state sales Tax or use Tax), the Reimbursable Portion of the Tax shall be equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and (2) in the case of a Tax for a Straddle Period that is imposed in respect of the assets of the Company or is otherwise measured by the value or level of any item, the Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d) The Shareholders Sellers shall reimburse Fenix Buyer for the Reimbursable Portion of any Tax payable under Section 7.1(c7.2(c) no later than 10 Business Days after Fenix Buyer provides the Shareholders Sellers with its Buyer’s calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as filed with the appropriate Governmental Authority. Sellers shall have the right to review and approve each such Tax Return (which approval shall not be unreasonably withheld or delayed) and at least 10 Business Days in which to comment on it before it is filed. (e) Buyer shall not, and Buyer shall cause the Company to not, take any action that would increase Sellers’s Tax liability for the pre-Closing period without Sellers’ prior written consent (but this restriction shall not apply to actions in good faith that Buyer takes, or causes the Company to take, in compliance with its Tax obligations).

Post-Closing Company Tax Returns. (a) The Shareholders Shareholder shall cause to be prepared, for filing by Fenix, all Tax Returns that the Company is required to file after the Closing Date for any taxable period ending on or prior to the Closing Date, and the Shareholders Shareholder shall be solely responsible for the payment of all Taxes due in connection with these returns. (b) Fenix shall prepare and file all federal, state and local Tax Returns that the Company is required to file for any taxable period beginning on or after the Closing Date, and it shall be solely responsible for the payment of all Taxes due in connection with these returns. (c) For all Tax Returns that the Company is required to file for any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), Fenix shall prepare and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection with these returns, subject to the obligation of the Shareholders Shareholder to reimburse Fenix for the portion of each such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard: (1) in the case of a Tax for a Straddle Period that is based on or related to income or receipts or is imposed in connection with the sale of goods or services, the Reimbursable Portion of the Tax shall be equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and (2) in the case of a Tax for a Straddle Period that is imposed in respect of the assets of the Company or is otherwise measured by the value or level of any item, the Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d) The Shareholders Shareholder shall reimburse Fenix for the Reimbursable Portion of any Tax payable under Section 7.1(c) no later than 10 Business Days after Fenix provides the Shareholders Shareholder with its calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as filed with the appropriate Governmental Authority.

Post-Closing Company Tax Returns. (a) The Shareholders Sellers shall cause to be prepared, for filing by FenixBuyer, all Tax Returns that the Company is required to file after the Closing Date for any taxable period ending on or prior to the Closing Date, and the Shareholders Sellers shall be solely responsible for the payment of all Taxes due in connection with these returns. (b) Fenix Buyer shall prepare and file all federal, state and local Tax Returns that the Company is required to file for any taxable period beginning on or after the Closing Date, and it shall be solely responsible for the payment of all Taxes due in connection with these returns. (c) For all Tax Returns that the Company is required to file for any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), Fenix Buyer shall prepare and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection with these returns, subject to the obligation of the Shareholders Sellers to reimburse Fenix Buyer for the portion of each such Tax and the obligation of Buyer to reimburse Sellers for the portion of each such refund that is allocable to the portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard: (1) in the case of a Tax or refund for a Straddle Period that is based on or related to income or receipts or is imposed in connection with the sale of goods or servicesservices (e.g., state sales Tax or use Tax), the Reimbursable Portion of the Tax shall be equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and (2) in the case of a Tax or refund for a Straddle Period that is imposed in respect of the assets of the Company or is otherwise measured by the value or level of any item, the Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d) The Shareholders Sellers shall reimburse Fenix Buyer for the Reimbursable Portion of any Tax payable and Buyer shall reimburse Sellers for any refund due under Section 7.1(c7.2(c) no later than 10 Business Days after Fenix Buyer provides the Shareholders Sellers with its Buyer’s calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as filed with the appropriate Governmental Authority. Sellers shall have the right to review and approve each such Tax Return (which approval shall not be unreasonably withheld or delayed) and at least 10 Business Days in which to comment on it before it is filed. (e) Buyer shall not, and Buyer shall cause the Company to not, take any action that would increase Sellers’ Tax liability for the pre-Closing period without Sellers’ prior written consent (but this restriction shall not apply to actions in good faith that Buyer takes, or causes the Company to take, in compliance with its Tax obligations).

Post-Closing Company Tax Returns. (a) The Shareholders Members shall cause to be prepared, for filing by Fenix, all Tax Returns that the Company is required to file after the Closing Date for any taxable period ending on or prior to the Closing Date, and the Shareholders Members shall be solely responsible for the payment of all Taxes due in connection with these returns. (b) Fenix shall prepare and file all federal, state and local Tax Returns that the Company is required to file for any taxable period beginning on or after the Closing Date, and it shall be solely responsible for the payment of all Taxes due in connection with these returns. (c) For all Tax Returns that the Company is required to file for any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), Fenix shall prepare and file such Tax Returns and shall be responsible for the payment of all Taxes due in connection with these returns, subject to the obligation of the Shareholders Members to reimburse Fenix for the portion of each such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date (the “Reimbursable Portion”). In this regard: (1) in the case of a Tax for a Straddle Period that is based on or related to income or receipts or is imposed in connection with the sale of goods or services, the Reimbursable Portion of the Tax shall be equal to the amount that would have been payable if the Straddle Period had ended on (and included) the Closing Date; and (2) in the case of a Tax for a Straddle Period that is imposed in respect of the assets of the Company or is otherwise measured by the value or level of any item, the Reimbursable Portion of the Tax shall be equal to the product of the Tax multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d) The Shareholders Members shall reimburse Fenix for the Reimbursable Portion of any Tax payable under Section 7.1(c) no later than 10 Business Days after Fenix provides the Shareholders Members with its calculation of the Reimbursable Portion together with a copy of the underlying Tax Return as filed with the appropriate Governmental Authority.