Pre-Closing Income Tax Returns. The Stockholders shall timely prepare or cause to be prepared all Tax Returns of the Company relating to Taxes imposed on net income (“Income Taxes”) for all periods ending on or prior to the Closing Date and the income on which is taxable to the Stockholders as a result of the Company's status as an S corporation under Section 1361 of the Code or a similar provision of state or local Law (“Pre-Closing Income Tax Returns”). The cost of preparing all Pre-Closing Income Tax Returns shall be paid by the Stockholders. All such Pre-Closing Income Tax Returns shall be prepared and filed in a manner consistent with the past practice of the Company unless otherwise required by applicable Law. The Stockholders, the Buyer and the Parent will cooperate in good faith in connection with the exchange of information necessary for the preparation of all Pre-Closing Income Tax Returns. The Stockholders shall submit each of the Pre-Closing Income Tax Returns to the Buyer for review at least thirty (30) days prior to the due date for the filing of such Pre-Closing Income Tax Return (taking into account any extensions). The Buyer shall have the right to review and comment on each Pre-Closing Income Tax Return prior to the filing of such Pre-Closing Income Tax Return; provided, that if the Stockholders shall fail to submit any Pre-Closing Income Tax Return to the Buyer in accordance with this Section 7.2, the Buyer shall have the right to prepare and file such Pre-Closing Income Tax Return. The Stockholders and the Buyer agree to consult and resolve in good faith any issues and comments arising as a result of the review of each Pre-Closing Income Tax Return; provided, however, that in the event the parties are unable to agree on a resolution of any disputed item at least fifteen (15) days before the due date of any such return, then, upon providing a written opinion of an AmLaw 200 nationally recognized law firm mutually acceptable to the Buyer and the Stockholders, which firm may include counsel to the Stockholders, that the position the Stockholders wish to take on such Pre-Closing Income Tax Return has a realistic possibility of success in a court with jurisdiction, (or, if any such standard is higher than the “realistic possibility of success” standard, the minimum standard required under the Code and the Treasury Regulations promulgated thereunder (or any corresponding provision of state or local law) required to avoid any penalties with respect to such position), then su...
Pre-Closing Income Tax Returns. Sellers’ Representative shall timely prepare or cause to be prepared all Income Tax Returns for each of the Vionic Entities for all taxable periods that end prior to or on the Closing Date which are first due (taking into account all applicable extensions) after the Closing (each a “Seller Return”). All Seller Returns shall be prepared on a basis consistent with past practice and without a change of any election or accounting method (in each case, except to the extent otherwise required by Applicable Law). Not later than thirty (30) days prior to the due date (taking into account all applicable extensions) for filing any such Seller Return, the Sellers’ Representative shall deliver a copy of such Seller Return to the Buyer for its review and reasonable comment. The Buyer will cooperate with Sellers’ Representatives in connection with the filing of the Seller Returns including making available a post-Closing officer or legal representative of the applicable Vionic Entity to execute such Seller Returns on behalf of the applicable Vionic Entities. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Seller Return, Sellers’ Representative shall pay to the Buyer, out of the Sellers’ Representative Holdback, or to the extent such Sellers’ Representative Holdback is insufficient, Sellers shall pay to the Buyer, the amount of any Taxes with respect to such Seller Return. For the avoidance of doubt, the Taxes that the Sellers shall pay to the Buyer pursuant to this Section 8.04(a) shall be without duplication of any Pre-Closing Taxes to the extent such Pre-Closing Taxes were taken into account in the Final Closing Indebtedness as a reduction in the calculation of the Final Purchase Price.
Pre-Closing Income Tax Returns. The Shareholders shall have the sole and exclusive right to prepare or cause to be prepared and file or cause to be filed (taking into account all applicable extensions) the Pre-Closing Income Tax Returns. Such Returns will be prepared in a manner consistent with the past practice and custom of the Company to the extent consistent with Applicable Law. The Shareholders shall permit the Purchaser to review and comment on each Pre-Closing
Pre-Closing Income Tax Returns. The Sellers will prepare or cause to be prepared all Income Tax Returns for the Company for all Pre-Closing Tax Periods.
Pre-Closing Income Tax Returns. Parties acknowledge that as a result of the Restructuring, Seller will be a continuation of the Company for federal income tax purposes, and its tax year will not end on the date of the sale. Seller shall cause to be timely prepared and filed all income Tax Returns of the Seller. To the extent such Tax Returns include the impact of the sale of the LLC Interests, the Tax Returns shall be prepared in a manner consistent with the past custom and practice of the Company in preparing its Tax Returns except as required by applicable Law, and shall take into account the sale of the LLC Interests. Seller shall deliver to Buyer, at least 30 Business Days before its due date (taking into account applicable extensions), for Buyer's review, its proposed income Tax Returns that include the sale of the LLC Interests. For the avoidance of doubt, Buyer's right of review does not include a right to disagree and submit unresolved disagreements to the Arbitrator. Seller shall provide Buyer with a copy of such income Tax Returns as finally filed within 60 Business Days after filing.
Pre-Closing Income Tax Returns. Notwithstanding the foregoing provisions of Section 11.1(a), Seller shall cause to be timely prepared, in a manner consistent with past practice, all Tax Returns for income Taxes with respect to the Acquired Companies for all Pre-Closing Tax Periods that are due after the Effective Time, including such income Tax Returns for those jurisdictions and Taxing Authorities that permit or require a short period Tax Return for income Taxes for the period ending at and including the Effective Time and also including federal income Tax Returns and any state or local income Tax Returns with respect to which all applicable Acquired Companies are disregarded as separate entities and incur no material liability for Tax. Seller shall bear the costs of the preparation of all such Tax Returns required to be prepared by Seller pursuant to this Section 11.1(b)
Pre-Closing Income Tax Returns. The Pre-Closing Income Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Legal Requirements. No later than thirty (30) days prior to the due date (including extensions) for filing any such Pre-Closing Income Tax Return, the Company Holders’ Agent shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Acquiror for its review and reasonable comment. Acquiror will cause such Tax Return (as revised to incorporate Acquiror’s reasonable comments that are reasonably acceptable to the Company Holders’ Agent) to be timely filed and will provide a copy to the Company Holders’ Agent.
Pre-Closing Income Tax Returns. The Sellers shall cause to be prepared all income Tax Returns required to be filed by the Company for all periods ending on or prior to the Closing Date (“Pre-Closing Periods”), and the Buyer shall file or cause to be filed all such Tax Returns as so prepared. All such income Tax Returns for Pre-Closing Periods shall be prepared in accordance with the past practices of the Company and in compliance with all Legal Requirements. Prior to filing any such income Tax Returns, the Sellers’ Representative shall provide drafts thereof for review and comment by the Buyer not less than twenty (20) days prior to the date such Tax Returns are due. The Sellers shall not file any such Tax Returns without the written consent of the Buyer, such consent not to be unreasonably withheld, conditioned or delayed. The Buyer agrees to pay all federal income taxes due and payable by the Company, which are calculated consistent with past practices and attributable to the period from January 1, 2014 through the Closing Date, up to a maximum amount of $175,000 (the “Tax Liability”).
Pre-Closing Income Tax Returns. The Member will prepare or cause to be prepared and file or cause to be filed (taking into account all applicable extensions) with the applicable Governmental Authorities any Income Tax Returns required to be filed by or with respect to the Companies for taxable years ending on or before the Closing Date. Such Income Tax Returns will be prepared in a manner consistent with each Company’s past practice. Notwithstanding anything in this Agreement to the contrary, the Parties agree that the Member will be entitled to claim all permitted Tax deductions related to the payment of all amounts payable by or on behalf of either Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Debt of the Companies as of the Closing Date, and neither the Purchaser nor the Companies (or any of their Affiliates) will claim such deductions for a Post-Closing Tax Period unless otherwise required by Law. The Purchaser must be provided Income Tax Returns for taxable years ending on or before the Closing Date 30 days prior to the due date for such Income Tax Return, in order for the Purchaser to review and approve such Income Tax Return prior to filing. Approval by the Purchaser will not be unreasonably withheld. The Member will be responsible for any costs to prepare and file the Income Tax Returns.
Pre-Closing Income Tax Returns. All such Tax Returns shall be prepared in accordance with the past practice of the Company unless otherwise required by applicable Law. If GE, its Affiliates or the Company would reasonably be expected to be affected in any Post-Closing Period by the positions taken on such Pre-Closing Income Tax Return, Xxxxxxxx and its Affiliates shall permit GE to review and comment on such Pre- [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Closing Income Tax Return described in this sentence prior to the filing thereof and shall consider in good faith GE’s timely comments.
