Post-Closing Tax Returns. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Post-Closing Tax Returns with respect to the Acquired Company Assets or the Acquired Companies. The Buyer shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.
Post-Closing Tax Returns. Purchaser will prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns that are required to be filed in respect of the Transferred Assets, the Business and the Transferred Entities. Each such Tax Return to be prepared and filed for a Straddle Period (“Straddle Period Tax Return”) shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law, and shall be provided to Seller Parent (together with any additional information regarding such Straddle Period Tax Return as may reasonably be requested by Seller Parent) for review and comment at least thirty (30) business days prior to the due date for filing to allow Seller Parent to review, comment, and object to the Straddle Period Tax Return based on Seller Parent’s reasonable review. If Seller Parent objects to such Straddle Period Tax Return, Seller Parent shall notify Purchaser of its objection in writing at least twenty (20) days prior to the due date for filing such Straddle Period Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Purchaser’s receipt of Seller Parent’s written notification, the parties shall refer the disputed Straddle Period Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to the due date for filing such Straddle Period Tax Return. Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Sellers shall be responsible for, and Seller Parent shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Retained Taxes shown as due on such Straddle Period Tax Return, except to the extent such Taxes were included in the calculation of Final Closing Date Net Working Capital.
Post-Closing Tax Returns. (i) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) with the appropriate Tax Authorities all Tax Returns required to be filed by the Companies with respect to any taxable period beginning before the Closing Date that become due after the Closing Date (each a “Purchaser Prepared Return”). Each such Tax Return shall be prepared in a manner consistent with the prior practice of the Companies unless otherwise required by applicable Tax Rules or specified in Schedule 7.6(a).
(ii) Purchaser shall provide the Agent with a copy of each Purchaser Prepared Return for review and comment at least forty-five (45) days prior to the filing of such Tax Return (or, if required to be filed within forty-five (45) days after the Closing or the end of the taxable period to which such Purchaser Prepared Return relates, as soon as reasonably possible following the Closing or the end of such taxable period, as the case may be), accompanied by a statement (an “Indemnified Tax Statement”) setting forth and calculating in reasonable detail the Taxes that are shown as due on such Tax Return and claimed to be indemnifiable pursuant to Section 8.3(b)(vii). The Agent shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed) each Purchaser Prepared Return. For this purpose, the Agent’s withholding of approval of a Purchaser Prepared Return based upon Purchaser’s failure to adopt in such Tax Return an alternative reporting position suggested by the Agent shall be deemed reasonable if the reporting position proposed by the Agent on such Tax Return is more likely than not to be sustained if challenged by a relevant Tax Authority.
(iii) If the Agent disagrees with the manner of preparation of a Purchaser Prepared Return or the amount of indemnified Taxes calculated in any Indemnified Tax Statement, within fifteen (15) days of the receipt of a Purchaser Prepared Return or any Indemnified Tax Statement, the Agent shall provide to Purchaser a notice of such dispute (a “Tax Statement Dispute”). If the Agent does not provide a notice of Tax Statement Dispute within such 15-day period, the Agent shall be deemed to have accepted the Tax Return and, for purposes of Article VIII, the Indemnified Tax Statement relating thereto. If the Agent provides Purchaser with a notice of a Tax Statement Dispute, the Agent shall also provide Purchaser with a written explanation of the reasons for its disagreement and its proposed ch...
Post-Closing Tax Returns. Buyer shall prepare and timely file with the appropriate authorities all Tax Returns required to be filed by the Project Company that relate to a Straddle Period, and Seller shall cooperate, to the reasonable satisfaction of Buyer, in the accurate preparation and filing of such Tax Returns. Buyer shall send to Seller a copy of each such Tax Return (together with such schedules and supporting workpapers as Seller may reasonably request) and shall permit Seller to review and comment. Seller shall pay to Buyer or the Project Company, no less than five (5) days prior to the due date for the applicable Tax Return, any Pre-Closing Taxes shown on such Tax Return. Notwithstanding anything to the contrary herein, Buyer shall be entitled to timely file any Tax Return for a Straddle Period without having incorporated any unagreed upon changes to avoid a late filing of such Tax Return.
Post-Closing Tax Returns. Parent shall prepare or cause to be prepared and file all Tax Returns for the Company and the Subsidiaries that are required to be filed after the Closing Date in respect of a taxable period including or ending on the Closing Date. Parent shall permit the Shareholder Representative, at the Shareholder Representative's request, to review and comment on each such Tax Return before it is filed.
Post-Closing Tax Returns. Neither Parent nor any Affiliate of Parent shall file, amend, re-file or otherwise modify any Tax Return relating in whole or in part to the Company for any Pre-Closing Tax Period which results in the Seller Indemnifying Parties becoming liable for additional Taxes, without providing a copy of any such Tax Return to the Stockholder Representative not less than (15) Business Days prior to the date such Tax Return will be filed and considering in good faith the Stockholder Representative’s reasonable comments to any such Tax Return. Parent and any Affiliate of Parent shall prepare any such Tax Returns relating in whole or in part to the Company for any Pre-Closing Tax Period consistent with the past practices of the Company unless otherwise required by applicable Legal Requirements. Neither Parent nor any Affiliate of Parent shall elect to waive any carryback of the Company’s net operating losses (if any) under Section 172(b)(3) of the Code on any Tax Return of the Company filed for any Pre-Closing Tax Period (or any similar provision of local, state or non-U.S. Law), to the extent that such net operating loss is attributable to a period ending on or before the Closing Date. For all purposes, including with respect to the preparation of any Tax Returns, Parent, the Company and the Stockholder Representative agree that (i) all Transaction Deductions shall be treated as properly allocable to the taxable period or portion thereof ending on or before the Closing Date and shall be included as deductions on the Tax Returns of the Company for such period to the maximum extent permitted by applicable Legal Requirement, and (ii) such Tax Returns shall be prepared for a pre-Closing short year in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not using the “next day” rule of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B).
Post-Closing Tax Returns. Section 2.16(i) of the Company Disclosure Schedule sets forth a complete and correct list of all Tax Returns of the Company and each of its Subsidiaries required to be filed following the Closing Date with respect to any period or portion thereof prior to the Closing Date.
Post-Closing Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Straddle Returns and Post-Closing Tax Returns with respect to the Companies or their respective assets, as applicable. Buyer shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns. For purposes of this Article 5, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date will (i) in the case of any Taxes other than Taxes based upon or related to income or receipts or payroll, be deemed to equal the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax that is based upon or related to income or receipts or payroll, be deemed to equal the amount that would be payable if the relevant Tax period ended on the Closing Date.
Post-Closing Tax Returns. The Surviving Company shall properly and accurately prepare (or cause to be prepared) and file (or cause to be filed) each Tax Return required to be filed by or on behalf of the Company and the Subsidiaries after the Effective Time of the Merger for a taxable period beginning on or before the Effective Time of the Merger, and shall cause the Company and the Subsidiaries to pay all Taxes shown as due thereon or otherwise required to be paid after the Effective Time of the Merger, subject to indemnification rights provided by Section 8.03; provided, however, that no indemnification claim under Section 8.03 may be made by an Indemnified Person for any part of the Tax liability shown as due on any such Tax Return unless (i) such Tax Return is prepared consistently with reasonable past practices, and (ii) a copy of such Tax Return has been provided to the Shareholders’ Representative not less than 30 days before filing of such Tax Return.
Post-Closing Tax Returns. The Buyer shall pay (or shall cause to be paid) any Taxes due with respect to Post-Closing Tax Returns based on Schedules K-1 issued by Starfish and other relevant information.
