Post-Closing Tax Matters. (a) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Pre-35 Funeral Homes for all Tax periods ending on or prior to the Effective Time (“Pre-Closing Tax Periods”) which are required to be filed after the Closing Date other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of any Seller will include the operations of the Pre-35 Funeral Home. Seller shall pay to (or as directed by) Buyer any Taxes of the Pre-35 Funeral Homes for all Pre-Closing Tax Periods to the extent such Taxes have not already been paid by the Pre-35 Funeral Homes prior to the Closing Date, and such payments shall be made in each applicable case within five days after the date when Buyer notifies Seller of an amount of such Taxes that is payable to the relevant Taxing Authority. Subject to the foregoing, and for the avoidance of doubt, Seller shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns with respect to the Business for all periods up through the Effective Time and shall make timely payment of any Taxes owed with respect thereto to the applicable Taxing Authorities. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Pre-35 Funeral Home for Tax periods which begin before the Effective Time and end after the Effective Time (“Straddle Tax Periods”). Seller shall pay to Buyer an amount equal to the portion of such Taxes which relates to the portion of such Straddle Tax Period ending on the Effective Time. Any such payment for Taxes for any Straddle Tax Period shall be made by Seller to Buyer within five days after the date when Buyer notifies Seller of an amount of such Taxes that is payable to the relevant Taxing Authority. For purposes of this Section 5.28(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Tax Period, the portion of such Tax which relates to the portion of such Tax period ending on the Effective Time shall (i) in the case of any Tax other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Effective Time and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Effective
Appears in 1 contract
Post-Closing Tax Matters. (a) Buyer After filing of the federal and all applicable state income Tax Returns for the Pre-Closing Tax Period, and the determination of any amounts to be distributed to the Optionholders under the Escrow Agreement if the amount of the Preliminary Income Tax Adjustment exceeds the amount of the Income Tax Adjustment (as calculated using the Option Tax Benefit, the Available Income Tax Refunds and Available Net Operating Loss Carryover, all as calculated pursuant to such Tax Returns and taking into account any reduction in the amount of payments to the Optionholders resulting from claims under this Agreement and the Escrow Agreement), then Purchaser will pay to the Escrow Account the amount of such excess in cash by wire transfer or immediately available funds, within ten days after such calculation, together with interest at the rate of 6% per annum from the Closing Date to the date of payment. If the amount of Income Tax Adjustment exceeds the amount of Preliminary Income Tax Adjustment, then Sellers or Stockholders Representative will pay to Purchaser the amount of such shortfall in cash by wire transfer of immediately available funds (to an account specified in writing by Purchaser) within ten days after such calculation, together with interest at the rate of 6% per annum from the Closing Date to the date of payment. Any payment required pursuant to this paragraph will be considered an adjustment to the Purchase Price. After filing such Tax Returns, one or more interim calculations of the Income Tax Adjustment shall be made, taking into account the Option Tax Benefit, the Excess Tax Refund, the Available Income Tax Refunds and Available Net Operating Loss Carryover based upon such Tax Returns and payments and then pending claims under the Escrow Agreement which would affect distributions of Escrow Funds to Optionholders, and payment shall be made hereunder based upon each such interim calculation within 10 days of such interim calculation. Notwithstanding Section 6.6(i), interim calculations and payments under this Section 6.6(a) shall continue after August 1, 2007 until the final distribution to Optionholders of Escrow Funds and the final Income Tax Adjustment is calculated and payment under this Section 6.6(a) is made.
(b) Sellers shall indemnify the Purchaser and each of the Company Entities and hold them harmless from and against (i) all Taxes, to the extent such Taxes are neither reflected in the Final Working Capital Statement nor paid on or prior to the Closing, of each of the Company Entities for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period (as defined below) that includes (but does not end on) the Closing Date (each such taxable period or partial period, a “Pre-Closing Tax Period”), (ii) all Taxes of the Company Entities, Purchaser or Affiliates thereof, to the extent such income Taxes result from a reduction in the Available Net Operating Loss Carryover because of any adjustment to the federal or state income Tax Returns of the Company Entities for the Pre-Closing Tax Period and any prior taxable period after the filing thereof and (iii) any liability of the Company Entities for the Taxes of another Person (other than the Company Entities) under Treasury Regulations Section 1.1502-6 (or any similar provision of applicable Legal Requirements), as a transferee or successor, by contract or otherwise. Sellers shall reimburse the Purchaser for any Taxes which are the responsibility of Sellers pursuant to this Section 6.6(b) no later than five (5) business days prior to payment of such Taxes by the Purchaser or any of the Company Entities.
(c) The Purchaser and the Stockholders Representative will, if necessary and to the extent permitted by Legal Requirements, cause elections to be filed with the relevant Governmental Authorities to treat the taxable years of each of the Company Entities as terminated on the Closing Date. Nevertheless, whenever it is necessary under this Agreement to determine the liability for Taxes of any of the Company Entities for a taxable period that begins before and ends after the Closing Date (a “Straddle Period”), the determination of such Taxes for the portion of the Straddle Period ending on and including the Closing Date, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date; provided, however, that real and personal property Taxes and similar Taxes will be apportioned between such taxable periods on a daily basis.
(d) Except as otherwise provided in this Agreement, or as required by applicable Legal Requirements, Purchaser shall not permit the Company Entities (and their respective Affiliates) to (i) amend any Tax Return filed by any of the Company Entities (or their respective Affiliates) prior to the Closing Date or (ii) take any action after the Closing Date with respect to such Tax Returns, if the effect of such amendment or action would increase the Sellers’ liability for Taxes or payment obligation to Purchaser under this Section 6.6 without prior written consent of the Stockholders Representative (which shall not be unreasonably withheld or delayed).
(e) For any Pre-Closing Tax Period and any prior Tax period for which Tax Returns have not been filed at Closing of each of the Company Entities, Purchaser shall prepare or cause to be prepared prepared, and file or cause to be filed (in a manner consistent with past practices) with the appropriate Government Authority all Tax Returns for the Pre-35 Funeral Homes for required to be filed, and shall pay all Taxes due with respect to such Tax periods ending on or Returns; provided, however, that Purchaser shall deliver, at least 30 days prior to the Effective Time (“Pre-Closing Tax Periods”) which are required to be filed after the Closing Date other than income due date for filing such Tax Returns with respect to periods for which a consolidated(including extension), unitary or combined income Tax Return of any Seller will include the operations of the Pre-35 Funeral Home. Seller shall pay to (or as directed by) Buyer any Taxes of the Pre-35 Funeral Homes for all Pre-Closing Tax Periods to the extent Stockholders Representative copies of such Taxes Tax Returns. The Stockholders Representative shall have not already been paid by the Pre-35 Funeral Homes right to review such Tax Returns prior to the Closing Datefiling of such Tax Returns and, and such payments shall be made in each applicable case within five ten days after the date when Buyer notifies Seller of an amount receipt by the Stockholders Representative of any such Tax Returns, to request in writing any reasonable changes to such Tax Returns. The Stockholders Representative and Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Taxes that is payable Tax Returns and mutually to consent to the relevant Taxing Authorityfiling as promptly as possible of such Tax Returns. Subject In the event the parties are unable to resolve any dispute within ten days after Purchaser has received the Stockholders Representative’s written request for changes, then any disputed issues shall be immediately submitted to an Accountant selected pursuant to the foregoing, procedure set forth in Section 2.2(c)(iv) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Accountant shall be shared equally between Sellers and Purchaser; provided that Seller’s share of such fees and expenses shall be paid out of the Escrow Funds. Fees for the avoidance preparation of doubt, Seller shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns described in this paragraph Section 6.6(e) shall be borne by Purchaser.
(f) This Section 6.6(f) shall apply to all claims, audits, examinations and other proposed changes or adjustments by any Government Authority concerning any Taxes for which the Sellers are or may be liable, in whole or in part, pursuant to this Agreement (each a “Tax Claim”). With respect to any Tax Claim, the Stockholders Representative may, at its option and Sellers’ expense, control the defense and settlement of such Tax Claim; provided, however, that the Stockholders Representative shall not consent to any settlement, compromise or resolution of such Tax Claim without the consent of Purchaser (which consent shall not be unreasonably withheld or delayed) if such resolution affects the computation of any item of income, expense, deduction, taxable income, credit or Tax Liability for any period ending after the Closing Date. Purchaser agrees to cooperate with the Stockholders Representative in pursuing such Claim. The Stockholders Representative shall use reasonable efforts to keep Purchaser informed of all material developments and event relating to such Tax Claim and Purchaser shall have the right, at its own expense, to observe (but not to control) the conduct of any Tax Claim. If Sellers do not elect their option to control the defense of any Tax Claim, Sellers shall indemnify and hold harmless the Company Entities and the Purchaser for any reasonable third party costs and expenses, including legal and accounting fees and costs, with respect to the Business for all periods up through the Effective Time and shall make timely payment defense of any Taxes owed with respect thereto to the applicable Taxing Authoritiessuch Tax Claim.
(bg) Buyer Sellers, Purchaser and each of Company Entities shall prepare reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives to reasonably cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by maintaining and making available to each other all records necessary in connection with Taxes and making employees available on a mutually convenient basis to provide additional information or cause explanation of any material provided hereunder or to be prepared and file or cause testify at proceedings relating to be filed any Tax Returns Claim.
(h) Purchaser shall pay the amount of any Excess Tax Refund to the Stockholders Representative on behalf of the Pre-35 Funeral Home for Tax periods which begin before the Effective Time and end after the Effective Time (“Straddle Tax Periods”). Seller shall pay to Buyer an amount equal to the portion of such Taxes which relates to the portion of such Straddle Tax Period ending on the Effective Time. Any such payment for Taxes for any Straddle Tax Period shall be made by Seller to Buyer Sellers within five (5) days after of receiving the date when Buyer notifies Seller of an amount of such Taxes that is payable to the relevant Taxing any Excess Tax Refund from a Government Authority. For purposes of this Section 5.28(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Tax Period, the portion of such Tax which relates to the portion of such Tax period ending on the Effective Time shall .
(i) in All of Sellers’ indemnification and reimbursement obligations under this Section 6.6 shall be satisfied by giving a Claim Notice to the case Stockholders Representative prior to August 1, 2007 (subject to the last sentence of any Tax other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Effective Time and the denominator of which is the number of days in the entire Tax periodSection 6.6(a)), and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal receiving payment from and only to the amount which would be payable if extent of the relevant Tax period ended on the EffectiveEscrow Funds. However, claims made pursuant to this Section 6.6 are not subject to any other limitations under Article X unless Section 6.6 claims are specifically referenced and limited in a provision of Article X.
Appears in 1 contract
Post-Closing Tax Matters. (a) The following provisions shall govern the allocation of responsibility as between the Buyer and the Stockholder for certain tax matters following the Closing Date:
5.4.1. The Stockholder shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Pre-35 Funeral Homes Company for all Tax periods ending on or prior to the Effective Time (“Pre-Closing Tax Periods”) which are Date. The Buyer shall provide the Stockholder with all access reasonably required to the financial records of the Company to prepare such Tax Returns. The Stockholder shall permit the Buyer to review and approve of each such Tax Return described in the preceding sentence prior to filing, which approval shall not be filed after unreasonably withheld or delayed. The Stockholder confirms that the Closing Date other than income amounts specified in Schedule 5.4.1 have prior to the date of this Agreement been distributed by the Company to the Stockholder to fund the Stockholder’s Subchapter S Tax Returns Liabilities with respect to periods the income realized by the Company in 2007. Other than as set forth in Section 5.3 above, the Stockholder agrees that any further distributions that are made to him by the Company from the date of this Agreement to the Closing will be limited to the amounts that the Stockholder estimates will be necessary, to fully fund the Stockholder’s Subchapter S Tax Liabilities for which the period from January 1, 2008 through and including the Closing Date. If, based upon the Tax Returns prepared for the Company by the Stockholder and approved by the Buyer for the period from January 1, 2008 through and including the Closing Date, the amounts payable by the Stockholder as Subchapter S Tax Liabilities are more or less than the sum of all distributions made by the Company to the Stockholder to fund such Subchapter S Tax Liabilities, then (i) if the amounts distributed exceed such Subchapter S Tax Liabilities, the Stockholder shall immediately refund such excess to the Company and (ii) if the amounts distributed are less than such Subchapter S Tax Liabilities, the Company shall immediately make a consolidateddistribution of such deficiency to the Stockholder. In either instance, unitary the amount paid by or combined income Tax Return of any Seller will include to the operations Stockholder shall be recorded as a correcting adjustment to the amounts distributed by the Company to the Stockholder, while he continued to be the holder of the Pre-35 Funeral HomeCompany Common Stock. Seller Any dispute regarding the computation of the Company Tax Liabilities of the Stockholder shall pay be resolved in the manner described in Section 10.1. The amount payable under this Section shall be in addition to all other amounts payable by the Buyer under this Agreement. Except as expressly provided in this Section, the Stockholder shall be solely responsible for the payment of Taxes due under such Tax Returns (whether or as directed bynot shown in those Tax Returns) and shall indemnify and hold the Company and the Buyer harmless from any liability for any Taxes of the Pre-35 Funeral Homes Company for all Pre-Closing Tax Periods to the extent such Taxes have not already been paid by the Pre-35 Funeral Homes Taxable periods (or portions thereof) ending on or prior to the Closing Date, and such payments .
5.4.2. The Buyer shall be made in each applicable case within five days after cause the date when Buyer notifies Seller of an amount of such Taxes that is payable Company to the relevant Taxing Authority. Subject to the foregoing, and for the avoidance of doubt, Seller shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns for the Company for all periods ending after the Closing Date.
5.4.3. At Buyer’s option, upon written request the Stockholder shall join with the Buyer in making an election under Section 338(h)(10) of the Code (and any other corresponding election under state, local, or foreign law) with respect to the Business transactions contemplated by this Agreement, and the Stockholder shall cooperate in good faith with Buyer in making that election. The Stockholder shall include any income, gain, loss, deduction or other tax item resulting from the election under Section 338(h)(10) on his Tax Returns to the extent required by applicable law. As a condition to the agreement and cooperation of the Stockholder in making the election under Section 338(h)(10), Buyer agrees to reimburse Stockholder for all periods up through additional federal and state income tax incurred by Stockholder (or the Effective Time Company prior to the Closing Date) as a result of making that election. If a Code Section 338(h)(10) election is made, the Purchase Price and the liabilities of the Company (plus other relevant items) will be allocated to the assets of the Company for all purposes in a manner consistent with Code Sections 338 and 1060 and the Treasury Regulations thereunder, as determined by the Buyer in its sole discretion. The Buyer, the Company, and the Stockholder shall make timely payment file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation. The Stockholder shall cause the Stockholder’s Accountant, as soon as reasonably possible after the Stockholder receives the written request from the Buyer regarding an election under 338(h)(10), to prepare and to provide to the Buyer a written determination of all such additional taxes and such amount shall be payable by the Buyer to the Stockholder not later than twenty days before such taxes will be payable by the Stockholder. Any dispute regarding the computation of the taxes payable by the Stockholder as a result of the election under Section 338(h)(10) shall resolved in the manner described in Section 10.1. The amount payable under this Section shall be in addition to all other amounts payable by the Buyer under this Agreement.
5.4.4. The Buyer, the Company and the Stockholder shall cooperate fully, as and to the extent reasonably requested by the other parties, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes, with the Stockholder having the right and responsibility to conduct and resolve (and to indemnify the Buyer and the Company from any liability with respect to) the audit of any Taxes owed returns filed pursuant to Section 5.4.1 and with the Buyer having the right and responsibility to conduct and resolve (and to indemnify the Stockholder from any liability with respect thereto to to) the applicable Taxing Authorities.
(b) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Pre-35 Funeral Home for Tax periods which begin before the Effective Time and end after the Effective Time (“Straddle Tax Periods”). Seller shall pay to Buyer an amount equal to the portion of such Taxes which relates to the portion of such Straddle Tax Period ending on the Effective Time. Any such payment for Taxes for any Straddle Tax Period shall be made by Seller to Buyer within five days after the date when Buyer notifies Seller of an amount of such Taxes that is payable to the relevant Taxing Authority. For purposes of this Section 5.28(b), in the case audit of any Taxes that returns filed pursuant to Section 5.4.2. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are imposed reasonably relevant to any such audit, litigation or other proceeding and making employees available on a periodic mutually convenient basis to provide additional information and are payable for a Straddle Tax Period, explanation of any material provided hereunder. The Company and the portion of such Tax which relates to the portion of such Tax period ending on the Effective Time shall Stockholder agree (i) in to retain all books and records with respect to Tax matters pertinent to the case of Company relating to any Tax other than Taxes based upon or related period beginning before the Closing Date until the expiration of the statute of limitations (and, to income or receiptsthe extent notified by Buyer, be deemed any extensions thereof) of the respective Tax periods, and to be the amount of such Tax for the entire Tax period multiplied abide by a fraction the numerator of which is the number of days in the Tax period ending on the Effective Time and the denominator of which is the number of days in the entire Tax periodall record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company and the Stockholder, as the case may be, shall allow the other party to take possession of such books and records.
5.4.5. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid when due by the Person to whom or which such Taxes are assessed under applicable law and each Person will, at such Person’s own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, all other Persons will, and will cause its affiliates to, join in the case execution of any such Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the EffectiveReturns and other documentation.
Appears in 1 contract
Post-Closing Tax Matters. (a) Buyer shall prepare or cause to TCS will be prepared responsible for the preparation and file or cause to be filed filing of all Tax Returns for the Pre-35 Funeral Homes for all Tax periods ending on or prior to the Effective Time (“Pre-Closing Date as to which Tax Periods”) which Returns are required to be filed due after the Closing Date other than income (including the consolidated, unitary, and combined Tax Returns with respect to periods for TCS which a consolidated, unitary or combined income Tax Return of any Seller will include the operations of the Pre-35 Funeral Home. Seller shall pay to (Business for any period ending on or as directed by) Buyer any Taxes of the Pre-35 Funeral Homes for all Pre-Closing Tax Periods to the extent such Taxes have not already been paid by the Pre-35 Funeral Homes prior to before the Closing Date). TCS shall permit Purchasers to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller will make all payments required with respect to any such Tax Return; provided, and such payments shall be made in each applicable case within five days after the date when Buyer notifies however, that Purchasers will indemnify Seller of an amount of pursuant to Section 11.1(a), above, for any such Taxes that is payable to the relevant Taxing Authority. Subject to the foregoing, and are Assumed Liabilities.
(b) Purchasers will be responsible for the avoidance preparation and filing of doubt, Seller shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns with respect to for the Business for all periods up through ending after the Effective Time Closing Date as to which Tax Returns are due after the Closing Date. Purchasers will also be responsible for the preparation and filing of all Tax Returns for the Business for the Straddle Period and Purchasers shall permit TCS to review and comment on each such Tax Return described in this sentence, prior to filing. Purchasers will make timely payment of any Taxes owed all payments required with respect thereto to any such Tax Return; provided, however, that TCS will indemnify the Purchasers to the applicable Taxing Authoritiesextent any payment the Purchasers are making is a Tax attributable to a taxable period ending on or before the Closing Date based on the principles in Section 11.1(c), except to the extent that such Taxes are Assumed Liabilities.
(bc) Buyer With respect to the Acquired Entities:
(i) TCS will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Closing Date as to which Tax Returns are due after the Closing Date. TCS shall prepare or cause permit Purchasers to review and approve the content of each such Tax Return described in the preceding sentence prior to filing. TCS will make all payments required with respect to any such Tax Return.
(ii) Purchasers will be prepared responsible for the preparation and file or cause filing of all Tax Returns for all periods ending after the Closing Date as to be filed any which Tax Returns are due after the Closing Date including Tax Returns for the Straddle Period. Purchasers are not required to permit TCS to review and approve the content of each such Tax Return described in the preceding sentence prior to filing and Purchasers will only permit TCS to review and comment on such Tax Returns to the extent that they (a) affect Tax Returns of the Pre-35 Funeral Home for Tax periods which begin before Acquired Entities previously filed by the Effective Time and end after the Effective Time (“Straddle Tax Periods”). Seller shall pay to Buyer an amount equal to the portion of such Taxes which relates to the portion of such Straddle Tax Period ending on the Effective Time. Any such payment for Taxes for any Straddle Tax Period shall be made by Seller to Buyer within five days after the date when Buyer notifies Seller of an amount of such Taxes that is payable to the relevant Taxing Authority. For purposes of this Section 5.28(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Tax Period, the portion of such Tax which relates to the portion of such Tax period ending on the Effective Time shall (i) in the case of any Tax other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Effective Time and the denominator of which is the number of days in the entire Tax periodTCS, and (iib) have an effect on TCS. Purchasers will make all payments required with respect to any such Tax Return and TCS shall not be liable for any Taxes with respect to such Tax Returns, except as otherwise provided in Section 11.1, above.
(iii) Except to the case extent required by Applicable Laws, Purchasers shall not, without prior written consent of TCS, such consent not to be unreasonably withheld, amend any Tax based upon Return filed by, or related to income with respect to, the Acquired Entities for any taxable period, or receipts be deemed equal portion thereof, ending before the Closing Date.
(iv) Except to the amount which would extent required by Applicable Laws, TCS shall not, without prior written consent of the Purchasers, such consent not to be payable if unreasonably withheld, amend any Tax Return filed by, or with respect to, the relevant Tax period ended on Acquired Entities for any taxable period, or portion thereof, ending before the EffectiveClosing Date.
Appears in 1 contract
Samples: Purchase Agreement (Stockgroup Information Systems Inc)
Post-Closing Tax Matters. (a) Buyer shall The applicable Seller (or any Seller, if such Seller no longer exists) will prepare or cause to be prepared and timely file or cause to be filed (i) all Tax Returns for of Sellers that include the Pre-35 Funeral Homes Business or the Business Assets for all Tax periods (or portions thereof) ending on or prior to the Effective Time (“Pre-Closing Tax Periods”) which are required to be filed after the Closing Date other than income and (ii) all Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of any Seller will include the operations of the Pre-35 Funeral Home. Seller shall pay to (Company for any Tax period ending on or as directed by) Buyer any Taxes of the Pre-35 Funeral Homes for all Pre-Closing Tax Periods to the extent such Taxes have not already been paid by the Pre-35 Funeral Homes prior to the Closing Date, and shall pay all Taxes due for such payments Tax periods, except to the extent any such Taxes are included as Liabilities in the determination of Net Working Capital. Any such Tax Return of the Company shall be made in each applicable case within five provided to Purchaser for review and comment at least fifteen (15) days after the date when Buyer notifies Seller of an amount of such Taxes that is payable to the relevant Taxing Authority. Subject to the foregoing, and for the avoidance of doubt, Seller shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns with respect to the Business for all periods up through the Effective Time and shall make timely payment of any Taxes owed with respect thereto prior to the applicable Taxing Authoritiesfiling date.
(b) Buyer shall Purchaser will prepare or cause to be prepared and timely file or cause all other Tax Returns that are required to be filed any Tax Returns in respect of the Pre-35 Funeral Home Business Assets, the Business and Company. Any such Tax Return that relates to a Straddle Period shall be provided to Sellers for review and comment at least fifteen (15) days prior to the applicable filing date. Purchaser shall pay all Taxes due for such Tax periods which begin before periods, provided however that in the Effective Time and end after case of a Tax Return that relates to a Straddle Period, the Effective Time (“Straddle Tax Periods”). Seller shall pay to Buyer Purchaser on or prior to the date on which Taxes are due with respect to such Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Tax Period ending on the Effective Time. Any such payment for Taxes for any Straddle Tax Period shall be made by Seller Closing Date to Buyer within five days after the date when Buyer notifies Seller of an amount of extent such Taxes that is payable to are not included as Liabilities in the relevant Taxing Authoritydetermination of Net Working Capital. For purposes of this Section 5.28(b)Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Tax Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax taxable period ending on the Effective Time Closing Date shall (i) in the case of any Tax other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Effective Time Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (ii) in the case of any Tax based upon or related to income or receipts other Tax, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on the EffectiveClosing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and the Sellers.
(c) Without prejudice to the terms of Section 7.5(h), Purchaser shall be responsible for payment of all registration and legal publicity rights regarding the transfer of the Sale Assets owned or leased by Xxxxxxxxxx Electronique SNC or otherwise used or held for use in France and shall carry out, within 15 days after the Closing Date, all required formalities for the registration of such sale and payment of registration duties with the French Tax Authorities as well as any publicity and disclosure obligation prescribed by applicable regulation, and shall provide Sellers with documentation evidencing the same.
(d) If Purchaser or the Company receives a refund of Taxes relating to the Business or the Business Assets for a Tax period (or portion thereof) ending on or prior to the Closing Date, Purchaser will pay to the applicable Seller, within thirty (30) days following the receipt of such refund, an amount equal to such refund except to the extent it is included as an Asset in the determination of Net Working Capital. Any such payment shall be treated by the parties as an adjustment to the Consideration. If a Seller receives a refund of Taxes relating to the Business or the Business Assets, including Taxes of the Company, for a Tax period (or portion thereof) beginning after the Closing Date, such Seller will pay, within thirty (30) days following the receipt of such refund, the amount of such refund to Purchaser.
(e) Each party hereto will provide each other party hereto with such assistance and non-privileged information relating to the Company, the Business and the Business Assets as may reasonably be requested in connection with the preparation of any Tax Return or the performance of any audit, examination or any other proceeding by any Tax Authority, whether conducted in a judicial or administrative forum. Each party hereto will retain and provide to the other party all non-privileged records and other information which may be relevant to any such Tax Return, audit, examination or any other proceeding. Without limiting the generality of the foregoing, each party hereto will retain, for a period of six years from and after the Closing Date (or such longer period as may be required by Applicable Law), copies of all Tax Returns, supporting work schedules and other records relating to the Company, the Business and the Business Assets for taxable periods, or ratable portions of any taxable periods, ending on or prior to the Closing Date, or (if they will be retained for less than six years) will offer such records to the other party prior to disposing of them.
(f) Purchaser will exercise control over the handling, disposition and settlement of any inquiry, examination or proceeding by a Tax Authority (or that portion of any inquiry, examination or proceeding by a Tax Authority) with respect to the Company, the Business or the Business Assets; provided, however, that if such proceeding could result in a determination with respect to Taxes due or payable by any Seller or give rise to an indemnification obligation on the part of any Seller, such Seller may elect to participate in the handling of such proceeding at its sole expense. Purchaser will notify Sellers in writing promptly upon learning of any such inquiry, examination or proceeding. Purchaser will cooperate with the applicable Seller, as such Seller may reasonably request, in any such inquiry, examination or proceeding. Purchaser will not extend, without the prior written consent of Xxxxxxxxxx, the statute of limitations for any Tax for which any Seller may be required to indemnify Purchaser.
(g) Neither Sellers nor Purchaser will agree to settle any Tax Liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the Liability for Taxes hereunder (or right to Tax benefit) of the other party, without the other party’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.
(h) The parties agree that Purchaser will bear 50% and Sellers will bear 50% of any transfer, recordation, VAT, GST, sales and other Taxes, and any filing fees (including under Antitrust Laws), in each case, arising as a result of the transfer of the Sale Assets and Shares to Purchaser or otherwise by virtue of the consummation of the transactions contemplated hereby (“Transfer Taxes”), regardless of which party is obligated to pay such Transfer Taxes or file Tax Returns with respect thereto under Applicable Law. If a Transfer Tax is imposed on a party (the “taxed party”, and for these purposes, Purchaser shall be treated as the taxed party with respect to a Transfer Tax imposed on the Company), the other party shall pay to the taxed party an amount equal to 50% of the Transfer Tax. Such payment shall be treated as an adjustment of the Consideration. If the taxed party receives a refund, or a cash savings from a credit, of all or a portion of such Transfer Tax, the taxed party shall pay to the other party 50% of the refund or cash savings. Such payment shall also be treated as an adjustment of the Consideration. Purchaser and Sellers will cooperate in timely filing all Tax Returns with respect to Transfer Taxes.
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Samples: Acquisition Agreement (Richardson Electronics LTD/De)