Common use of Post-Closing Tax Return Filings Clause in Contracts

Post-Closing Tax Return Filings. (i) The Seller shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all income Tax Returns for the Company for all taxable periods ending on or before the Closing Date (each, a “Seller Return”). The Seller will include the Company in a federal consolidated income tax return of the affiliated group of which Seller is the common parent for the taxable year of the Company that includes the Closing Date. If necessary to permit the Seller to properly file any Seller Return, the Buyer shall cause each Seller Return to be executed by an authorized Person on behalf of the Company. The Buyer shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all Tax Returns (other than Seller Returns) required to be filed by the Company with respect to any taxable period beginning before the Closing Date that are due after the Closing Date (each a “Buyer Return”). The Buyer (or the Company) shall timely pay the Tax shown as due on each such Tax Return (other than Seller Returns that are Group Returns), and shall be entitled to indemnification in respect of such Tax to the extent provided by Section 9.01. Each such Tax Return shall be prepared in a manner consistent with the prior practice of the Company unless otherwise required by Applicable Law or specified in Schedule 6.03(a)(i). The Buyer shall make such revisions to Buyer Returns as are reasonably requested by the Seller within fifteen (15) days after receipt by the Seller of each Buyer Return for review pursuant to Section 6.03(a)(ii). (ii) The Buyer shall provide the Seller with a copy of each Buyer Return that the Buyer proposes to file for review and approval at least thirty (30) days before the filing of such return (or, if required to be filed within thirty (30) days after the Closing Date or the end of the taxable period to which such return relates, as soon as reasonably practicable following the Closing or end of such taxable period, as the case may be), accompanied by a statement (a “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes (as defined below) and Indemnified Taxes that are shown as due on such Tax Return. For purposes of this Agreement, “Indemnified Taxes” means the excess of the Pre-Closing Taxes over the amount of such Pre-Closing Taxes that was taken into account in computing the Closing Net Working Capital. Failure to file a Tax Return that would be a Buyer Tax Return shall not limit the Seller’s indemnification obligation for Indemnified Taxes under Section 9.01 in any case that such non-filing is consistent with the prior practice of the Company in respect of the similar Tax Return in the immediately preceding taxable period.

Post-Closing Tax Return Filings. (i) The Seller shall prepare and timely file Except as otherwise provided in this Section 6.05 with respect to preparation of Representative Prepared Returns (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all income Tax Returns for the Company for all taxable periods ending on or before the Closing Date (eachas defined below), a “Seller Return”). The Seller will include the Company in a federal consolidated income tax return of the affiliated group of which Seller is the common parent for the taxable year of the Company that includes the Closing Date. If necessary to permit the Seller to properly file any Seller Return, the Buyer shall cause each Seller Return to be executed by an authorized Person on behalf of the Company. The Buyer Parent shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all Tax Returns (other than Seller Returns) required to be filed by the Company and its Subsidiaries with respect to any taxable period beginning before the Closing Date that are due after the Closing Date (each a “Buyer Parent Prepared Return”). The Buyer (or the Company) shall timely pay the Tax shown as due on each such Tax Return (other than Seller Returns that are Group Returns), and shall be entitled to indemnification in respect of such Tax to the extent provided by Section 9.01. Each such Tax Return shall be prepared in a manner consistent with the prior practice of the Company and its Subsidiaries unless otherwise required by Applicable Law applicable Tax laws or specified in Schedule 6.03(a)(i6.05(a). The Buyer Representative shall make such revisions timely cause to Buyer be prepared drafts of all income Tax Returns as are reasonably requested for the Company and its Subsidiaries for all taxable periods ending on or prior to the Closing Date (each a “Representative Prepared Return”). Each Representative Prepared Return shall be prepared in a manner consistent with prior practice of the Company and its Subsidiaries unless otherwise required by applicable Tax Law and shall properly include and reflect the Seller within fifteen (15) days after receipt by income, activities, operations and transactions of the Seller of each Buyer Return for review pursuant to Section 6.03(a)(ii)Company and its Subsidiaries through the Closing Date. (ii) The Buyer Parent shall provide the Seller Representative with a copy of each Buyer Parent Prepared Return that the Buyer proposes to file for review and approval comment at least thirty (30) days before prior to the filing of such return Tax Return (or, if required to be filed within thirty (30) days after the Closing Date or the end of the taxable period to which such return relates, as soon as reasonably practicable possible following the Closing or the end of such taxable period, as the case may be), accompanied (if relevant) by a statement (a an “Pre-Closing Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes (as defined below) and Indemnified Taxes that are shown as due on such Tax Return and claimed to be indemnifiable pursuant to Section 9.01. The Representative shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed) each Parent Prepared Return. For purposes this purpose, the Representative’s withholding of this Agreementapproval of a Parent Prepared Return based upon Parent’s failure to adopt in such Tax Return an alternative reporting position suggested by the Representative shall be deemed reasonable (x) if the reporting position proposed by the Representative on such Tax Return has a “reasonable basis,” as defined in Section 6662 of the Code, and (y) in the event such reporting position has a “Indemnified Taxesreasonable basis,” means as defined in Section 6662 of the Code, but also has a confidence level below more likely than not to be sustained, such reporting position will not require accrual of a Tax liability in the consolidated financial statements of the Parent in excess of the Pre-Closing Taxes over amount shown to be due on such Return and would not reasonably be expected to result in imposition of a penalty on the Company under Section 6662 or Section 6662A of the Code or on the return preparer under Section 6694 of the Code if not sustained. (iii) Not less than thirty (30) days before the extended due date of any Representative Prepared Return, the Representative shall cause a draft of such Representative Prepared Return, together with the supporting work papers, to be delivered to Parent for review and comment. Not less than fifteen (15) days after receipt of the Representative Prepared Return, Parent shall provide an Indemnified Tax Statement with respect to any amount of Tax shown as due on such return, or asserted by Parent to be required as shown as due thereon, which Parent claims to be indemnifiable pursuant to Section 9.01. Parent shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed) any Representative Prepared Return. For this purpose, Parent’s withholding of approval of a Representative Prepared Return based upon the Representative’s failure to adopt in such Tax Return an alternative reporting position suggested by Parent shall be considered not to have been reasonably withheld if the reporting position on such Representative Prepared Return either has a confidence level of more likely than not, or would neither require accrual of a Tax liability in the consolidated financial statements of the Parent in excess of the amount shown to be due on such Return nor reasonably be expected to result in imposition of a penalty on Company under the Code or on the return preparer under Section 6694 of the Code if not sustained. (iv) If the Representative disagrees with the manner of preparation of a Parent Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, or if Parent disagrees with the manner of preparation of a Representative Prepared Return, within ten (10) days of the receipt of Parent Prepared Return or any Indemnified Tax Statement or the Representative Prepared Return, the Representative or Parent, as the case may be, shall provide to the other Party a notice of such Predispute (a “Tax Statement Dispute”). If the Representative or Parent does not provide a notice of Tax Statement Dispute within such 10-Closing Taxes that was taken into account in computing day period, the Closing Net Working CapitalRepresentative or Parent, as the case may be, shall be deemed to have accepted the respective Tax Return and, for purposes of Article 9, the Indemnified Tax Statement relating thereto. Failure to file If the Representative or Parent provides a notice of a Tax Statement Dispute, the Representative or Parent shall also provide the other Party with a written explanation of the reasons for its disagreement. Parent and the Representative shall attempt to resolve their disagreement with respect to any Parent Prepared Return that would or Representative Prepared Return, and any Indemnified Tax Statement. If the Representative and Parent cannot reach complete agreement within five (5) days after receipt of a Tax Statement Dispute, the dispute shall be a Buyer submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described in Section 2.09(b) with respect to the Accounting Arbitrator, for resolution within fifteen (15) days after such submission. The decision of the Tax Arbitrator with respect to such dispute shall be binding upon the Parties. Parent shall, subject to any indemnification pursuant to Section 9.01, file any Parent Prepared Return or Representative Prepared Return as finally determined under this Section 6.05(a), and shall not limit pay or cause to be paid the Seller’s indemnification obligation for Tax shown as due on each such Tax Return. (v) Any Loss attributable to Taxes shall be determined by reference to actual losses or expenses of the Parent Indemnified Parties in the same manner as other Losses pursuant to Article 9. The amount of the Loss attributable to Taxes under Section 9.01 shown in any case Indemnified Tax Statement as accepted or finally determined pursuant to the preceding paragraph, shall be treated as a “Loss” that such non-filing is consistent with the prior practice of the Company in respect of the similar Tax Return in the immediately preceding taxable periodindemnifiable pursuant to Section 9.01.

Post-Closing Tax Return Filings. (i) The Seller Except as otherwise provided in this Section 6.6(a)(i) with respect to preparation of Representative Prepared Returns (as defined below), Parent shall prepare and timely file (or cause to be prepared and timely filedprepared) with the appropriate Taxing Authorities all income Tax Returns for the Company for all taxable periods ending on or before the Closing Date (each, a “Seller Return”). The Seller will include the Company in a federal consolidated income tax return of the affiliated group of which Seller is the common parent for the taxable year of the Company that includes the Closing Date. If necessary to permit the Seller to properly file any Seller Return, the Buyer shall cause each Seller Return to be executed by an authorized Person on behalf of the Company. The Buyer shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all Tax Returns (other than Seller Returns) required to be filed by the Company and its Subsidiaries with respect to any taxable period beginning before the Closing Date that are due after the Closing Date (each a “Buyer Parent Prepared Return”). The Buyer (or the Company) Shareholders’ Representative shall timely pay cause to be prepared drafts of all income Tax Returns for the Tax shown as due Company and its Subsidiaries for all taxable periods ending on or prior to the Closing Date (each such Tax Return (other than Seller Returns that a “Representative Prepared Return”) the filing of which are Group Returns)not required to have been filed, and shall be entitled to indemnification in respect of such Tax to which have not been filed, on or before the extent provided by Section 9.01Closing Date. Each such Tax Parent Prepared Return and Representative Prepared Return shall be prepared in a manner consistent with the prior practice of the Company and its Subsidiaries unless otherwise required by Applicable Law or specified in Schedule 6.03(a)(i). The Buyer shall make such revisions to Buyer Returns as are reasonably requested by the Seller within fifteen (15) days after receipt by the Seller of each Buyer Return for review pursuant to Section 6.03(a)(ii)applicable Tax Law. (ii) The Buyer Parent shall provide the Seller Shareholders’ Representative with a copy of each Buyer Parent Prepared Return that the Buyer proposes to file for review and approval comment at least thirty (30) days before prior to the filing of such return Tax Return (or, if required to be filed within thirty (30) days after the Closing Date or the end of the taxable period to which such return relates, as soon as reasonably practicable possible following the Closing or the end of such taxable period, as the case may be), accompanied (if relevant) by a statement (a an “Pre-Closing Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes (as defined below) and Indemnified Taxes that are shown as due on such Tax Return and claimed to be indemnifiable pursuant to Section 9.1. The Shareholders’ Representative shall have the right to review and approve each Parent Prepared Return (which approval shall not be unreasonably withheld or delayed). (iii) Not less than (30) days before the extended due date of any Representative Prepared Return, the Shareholders’ Representative shall cause a draft of such Representative Prepared Return, together with the supporting work papers, to be delivered to Parent for review and comment. For purposes of this Agreement, “Indemnified Taxes” means Parent shall have the excess right to review and approve any Representative Prepared Return (which approval shall not be unreasonably withheld or delayed). After receipt of the Pre-Closing Taxes over Representative Prepared Return, Parent shall provide an Indemnified Tax Statement with respect to any amount of Tax shown as due on such return, or asserted by Parent to be required as shown as due thereon, which Parent claims to be indemnifiable pursuant to Section 9.1. (iv) If the Shareholders’ Representative disagrees with the manner of preparation of a Parent Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, or if Parent disagrees with the manner of preparation of a Representative Prepared Return, within twenty (20)-days of the receipt of Parent Prepared Return or any Indemnified Tax Statement or the Representative Prepared Return, the Shareholders’ Representative or Parent, as the case may be, shall provide to the other Party a notice of such Pre-Closing Taxes that was taken into account in computing dispute (a “Tax Statement Dispute”). If the Closing Net Working CapitalShareholders’ Representative does not provide a notice of Tax Statement Dispute within such twenty (20)-day period, the Shareholders’ Representative, shall be deemed to have accepted the relevant Parent Tax Return and, for purposes of Article IX, the Indemnified Tax Statement relating thereto. Failure to file If the Shareholders’ Representative or Parent provides a notice of a Tax Return that would be Statement Dispute, the Representative or Parent shall also provide the other Party with a Buyer Tax Return shall not limit the Seller’s indemnification obligation for Indemnified Taxes under Section 9.01 in any case that such non-filing is consistent with the prior practice written explanation of the Company reasons for its disagreement. Parent and the Representative shall attempt to resolve their disagreement with respect to any Parent Prepared Return or Representative Prepared Return, and any Indemnified Tax Statement. If the Representative and Parent cannot reach complete agreement within five (5) days after receipt of a Tax Statement Dispute, the dispute shall be submitted to the Accounting Firm for resolution within fifteen (15)-days after such submission. The decision of the Accounting Firm with respect to such dispute shall be binding upon the Parties with respect to the manner of preparation of such return and the computation of the indemnification payment due in respect to the Tax shown as due on such return. (v) Parent shall, subject to any indemnification pursuant to Section 9.1, file any Parent Prepared Return or Representative Prepared Return (other than “Combined Tax Returns”) as finally determined under this Section 6.6(a), and shall pay or cause to be paid the Tax shown as due on each such Tax Return. Canopy Group shall file (or cause to be filed) all Tax Returns of any Seller Group for all taxable periods in which the similar Company or any of its Subsidiaries are included or required to be included (each a “Combined Tax Return in Return”), and shall pay or cause to be paid the immediately preceding taxable periodTax required to be paid with respect to each such Combined Tax Return.

Post-Closing Tax Return Filings. (i) The Seller Acquiror shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all income Tax Returns for the Company for all taxable periods ending on or before the Closing Date (each, a “Seller Return”). The Seller will include the Company in a federal consolidated income tax return of the affiliated group of which Seller is the common parent for the taxable year of the Company that includes the Closing Date. If necessary to permit the Seller to properly file any Seller Return, the Buyer shall cause each Seller Return to be executed by an authorized Person on behalf of the Company. The Buyer shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all Tax Returns (other than Seller Returns) required to be filed by Target and its subsidiaries (collectively for purposes of this Section 5.12, the Company “Companies”) with respect to any taxable period beginning before the Closing Date that are due after the Closing Date (each a an “Buyer Acquiror Prepared Return”). The Buyer (or the Company) shall timely pay the Tax shown as due on each such Tax Return (other than Seller Returns that are Group Returns), and shall be entitled to indemnification in respect of such Tax to the extent provided by Section 9.01. Each such Tax Return shall be prepared in a manner consistent with the prior practice of the Company Companies unless otherwise required by Applicable Law or specified applicable Tax laws (in Schedule 6.03(a)(i). The Buyer shall make such revisions to Buyer Returns as are reasonably requested by the Seller within fifteen (15) days after receipt by the Seller reasonable discretion of each Buyer Return for review pursuant to Section 6.03(a)(iiAcquiror). (ii) The Buyer If an Acquiror Prepared Return reports a Tax liability that would reasonably be expected to result in an indemnity obligation of the Escrow Shareholders under this Agreement, Acquiror shall provide the Seller Shareholders Representative with a copy of each Buyer such Acquiror Prepared Return that the Buyer proposes to file for review and approval comment at least thirty (30) 30 days before prior to the filing of such return Tax Return (or, if required to be filed within thirty (30) 30 days after the Closing Date or the end of the taxable period to which such return relates, as soon as reasonably practicable possible following the Closing or the end of such taxable period, as the case may be), accompanied by a statement (a an “Pre-Closing Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes (as defined below) and Indemnified Taxes that are shown as due on such Tax Return. For purposes Return and claimed to be indemnifiable pursuant to Article VIII. (iii) If the Shareholders Representative disagrees with the manner of this Agreement, “Indemnified Taxes” means the excess preparation of the Pre-Closing Taxes over an Acquiror Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, within 15 days of the receipt of such PreAcquiror Prepared Return or any Indemnified Tax Statement, the Shareholders Representative shall provide to Acquiror a notice of such dispute (a “Tax Statement Dispute”). If the Shareholders Representative does not provide a notice of Tax Statement Dispute within such 15-Closing day period, the Shareholders Representative shall be deemed to have accepted the Tax Return. If the Shareholders Representative provides Acquiror with a notice of a Tax Statement Dispute, the Shareholders Representative shall also provide Acquiror with a written explanation of the reasons for its disagreement. Acquiror and the Shareholders Representative shall attempt to resolve their disagreement with respect to any Acquiror Prepared Return and any Indemnified Tax Statement. If the Shareholders Representative and Acquiror cannot reach complete agreement within 15 days after receipt of a notice of Tax Statement Dispute, the dispute shall be submitted to an arbitrator (the “Tax Arbitrator”) pursuant to the procedures described with respect to the Arbitration Firm in Section 1.17(b) within 15 days after such submission. (iv) Notwithstanding anything herein to the contrary, (A) Acquiror shall, subject to any indemnification pursuant to Article VIII, timely file any Acquiror Prepared Return, (B) if the content of such Acquiror Prepared Return has not been agreed to by the parties prior to the due date of the Acquiror Prepared Return (including applicable extensions), Acquiror shall have the right to file such Acquiror Prepared Return without making any changes in response to the objections of the Shareholders Representative and without regard to any determination made by a Tax Arbitrator, and (C) the amount of Taxes that was taken into account is ultimately mutually agreed to by the parties or determined by the Tax Arbitrator to have been required to be shown as due on such Acquiror Prepared Return, as the case may be, shall be treated as the actual Tax liability for the taxable period covered by such Acquiror Prepared Return for purposes of Article VIII, notwithstanding the fact that the Acquiror Prepared Return filed by Acquiror reflects a different amount. (v) Following the Closing, Acquiror shall timely file protective U.S. federal income Tax Returns on Form 1120F with respect to Target for the tax years 2007 and 2008; provided that such Tax Returns shall be protective in computing the Closing Net Working Capital. Failure to file a Tax Return that would be a Buyer Tax Return nature only and shall not limit the Seller’s indemnification obligation for Indemnified Taxes under Section 9.01 in reflect any case that such non-filing is consistent items of income or gain. In connection with the prior practice filing of such Tax Returns, Acquiror may make an election pursuant to Section 59(e) of the Company Code. Notwithstanding anything in respect this Agreement to the contrary, Acquiror shall not be entitled to indemnification for any amount of Taxes incurred by Target as a result of any such election pursuant to Section 59(e) of the similar Tax Return in the immediately preceding taxable periodCode.

Post-Closing Tax Return Filings. (i) The Seller Parent shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities all income Tax Returns for the Company for all taxable periods ending on or before the Closing Date (each, a “Seller Return”). The Seller will include the Company in a federal consolidated income tax return of the affiliated group of which Seller is the common parent for the taxable year of the Company that includes the Closing Date. If necessary to permit the Seller to properly file any Seller Return, the Buyer shall cause each Seller Return to be executed by an authorized Person on behalf of the Company. The Buyer shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Taxing Authorities authorities all Tax Returns (other than Seller Returns) required to be filed by the Company Company, the Surviving Corporation and their Subsidiaries (collectively for purposes of this Section 6.09, the “Companies”) with respect to any taxable period beginning before the Closing Date that are due after the Closing Date (each a “Buyer Parent Prepared Return”). The Buyer (or the Company) shall timely pay the Tax shown as due on each such Tax Return (other than Seller Returns that are Group Returns), and shall be entitled to indemnification in respect of such Tax to the extent provided by Section 9.01. Each such Tax Return shall be prepared in a manner consistent with the prior practice of the Company Companies unless otherwise required by Applicable Law or specified in Schedule 6.03(a)(i). The Buyer shall make such revisions to Buyer Returns as are reasonably requested by the Seller within fifteen (15) days after receipt by the Seller of each Buyer Return for review pursuant to Section 6.03(a)(ii)applicable Tax laws. (ii) The Buyer If a Parent Prepared Return reports a Tax liability that would reasonably be expected to result in an indemnity obligation of the Company Stockholders under this Agreement, the Parent shall provide the Seller Stockholders’ Representative with a copy of each Buyer such Parent Prepared Return that the Buyer proposes to file for review and approval comment at least thirty (30) 30 days before prior to the filing of such return Tax Return (or, if required to be filed within thirty (30) 30 days after the Closing Date or the end of the taxable period to which such return relates, as soon as reasonably practicable possible following the Closing or the end of such taxable period, as the case may be), accompanied by a statement (a an “Pre-Closing Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes (as defined below) and Indemnified Taxes that are shown as due on such Tax Return. For purposes Return and claimed to be indemnifiable pursuant to Article IX. (iii) If the Stockholders’ Representative disagrees with the manner of this Agreement, “Indemnified Taxes” means the excess preparation of the Pre-Closing Taxes over a Parent Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, within 15 days of the receipt of such Pre-Closing Parent Prepared Return or any Indemnified Tax Statement, the Stockholders’ Representative shall provide to Parent a notice of such dispute (a “Tax Statement Dispute”). Parent and the Stockholders’ Representative shall attempt to resolve their disagreement with respect to any Parent Prepared Return and any Indemnified Tax Statement. If the Stockholders’ Representative and the Parent cannot reach complete agreement within 15 days after receipt of a notice of Tax Statement Dispute, the dispute shall be submitted to a neutral arbitrator mutually agreeable to Stockholders’ Representative and Parent. All fees and expenses relating to the work, if any, performed by the arbitrator will be borne equally by Parent and the Stockholders’ Representative. (iv) Parent shall timely file any Parent Prepared Return. If the content of such Parent Prepared Return has not been agreed to by the parties prior to the due date of the Parent Prepared Return (including applicable extensions), Parent shall have the right to file such Parent Prepared Return without making any changes in response to the objections of the Stockholders’ Representative and without regard to any determination made by an arbitrator, and the amount of Taxes that was taken into account in computing is ultimately mutually agreed to by the Closing Net Working Capital. Failure parties or determined by the arbitrator to file have been required to be shown as due on such Parent Prepared Return, as the case may be, shall be treated as the actual Tax liability for the taxable period covered by such Parent Prepared Return for purposes of Article IX, notwithstanding the fact that the Parent Prepared Return filed by Parent reflects a Tax Return that would be a Buyer Tax Return shall not limit the Seller’s indemnification obligation for Indemnified Taxes under Section 9.01 in any case that such non-filing is consistent with the prior practice of the Company in respect of the similar Tax Return in the immediately preceding taxable perioddifferent amount.