Pre-Closing Income Tax Returns. The Shareholders’ Representative, on behalf of the Shareholders, shall timely prepare or cause to be prepared all Tax Returns of each Company relating to Taxes imposed on net income (“Income Taxes”) for all periods ending on or prior to the Closing Date (“Pre-Closing Income Tax Returns”). All such Pre-Closing Income Tax Returns shall be prepared and filed in accordance with applicable Law. The Shareholders’ Representative shall submit each of the Pre-Closing Income Tax Returns to Purchaser 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). Purchaser’s sole right to review and comment on each Pre-Closing Income Tax Return shall be limited to determinations of whether the contents of the Pre-Closing Income Tax Return comply with applicable Law Purchaser shall have twenty (20) days to review and comment on each Pre-Closing Income Tax Return in accordance with the preceding sentence prior to the filing of such Pre-Closing Income Tax Return. If Purchaser does not submit any comments to the Shareholders with respect to the Pre-Closing Income Tax Return within the said twenty (20) day period, such Pre-Closing Income Tax Return shall be considered to be approved by Purchaser. If the Shareholders shall fail to submit any Pre-Closing Income Tax Return to Purchaser in accordance with this Section 13.01(b), Purchaser shall have the right to prepare and file such Pre-Closing Income Tax Return. The Shareholders and Purchaser 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, and mutually to consent to filing as promptly as possible each Pre-Closing Income Tax Return. The Shareholders shall timely pay or cause to be paid to the relevant taxing authority all Income Taxes attributable to the net income of each Company that is reflected on each Pre-Closing Tax Return (as finally determined under this Section 13.01(b)).
Pre-Closing Income Tax Returns. The Sellers shall timely prepare or cause to be prepared all Tax Returns of the Company and its Subsidiaries relating to Taxes imposed on net income (“Income Taxes”) for all periods ending on or prior to the Closing Date with respect to which a Tax Return was not due on or before the Closing Date (“Pre-Closing Income Tax Returns”). 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 Legal Requirement. The Sellers, the Buyer and the Company will cooperate in good faith in connection with the exchange of information necessary for the preparation of all Tax Returns of the Company, including for all Pre-Closing Income Tax Returns. The Sellers 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 Sellers shall fail to submit any Pre-Closing Income Tax Return to the Buyer in accordance with this Section 9.2(a), the Buyer shall have the right to prepare and file such Pre-Closing Income Tax Return. The Sellers 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 Cxxxxxxxx, Hxxxxx & Kxxxx P.L.L. or such other law firm as shall be mutually acceptable to the Buyer and the Sellers, that the position the Sellers 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 such Pre-Closing Income Tax Return shall be changed to take such position and, as changed, such Pre-Closing Income Tax Return shall be filed with the appropriate governmental agency. ...
Pre-Closing Income Tax Returns. Notwithstanding the foregoing provisions of Section 8.2(a), the Seller Representative shall cause to be timely prepared in a manner consistent with past practice, applicable Law and this Agreement all Tax Returns for income Taxes with respect to the Acquired Companies for all taxable periods ending at or before the Effective Time that are due after the Effective Time, including 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 (including an IRS Form 1065, U.S. Return of Partnership Income, for each of Propel, BNC, RPV and RPH covering the taxable period beginning on January 1, 2012, and ending at and including the Effective Time. The Sellers shall bear the costs of the preparation of all such Tax Returns. The Seller Representative shall provide Encore with copies of completed drafts of each such Tax Return at least forty-five (45) days prior to the due date (including extensions) for filing thereof, along with supporting workpapers, for Encore’s review and approval. Within twenty-five (25) days of such delivery, Encore shall deliver to the Seller Representative a written statement describing any objections to such Tax Return. If the Seller Representative and Encore are unable to resolve any such objection within the twenty (20) day period after the delivery of such objections, such Tax Return shall be filed as prepared by the Seller Representative, as adjusted to the extent necessary to reflect the resolution of any such objections mutually agreed to by the Seller Representative and Encore, and any remaining objections shall be submitted to the Independent Accounting Firm for resolution in accordance with the procedures set forth in Section 2.4(d) and, if necessary to reflect such resolution, the Parties shall cause such Tax Return to be amended and filed with the appropriate Taxing Authority.
Pre-Closing Income Tax Returns. The Sellers, at the sole cost and expense of the Company, shall prepare or cause to be prepared all Income Tax Returns for the Company and its Subsidiary for all periods ending on or prior to the Closing Date, the due date (including extensions of time to file) of which is after the Closing Date (the “Seller Returns”). All such Seller Returns shall be timely prepared in a manner consistent with the past practice of the Company and its Subsidiary, as applicable, unless otherwise required by a change in applicable Law. Except with respect to any Seller Return with respect to an Affiliated Group which includes any of the Sellers or any of their Affiliates (other than any Seller Return for an Affiliated Group comprised solely of the Company and its Subsidiary), the Sellers shall submit each of the Seller Returns to the Purchaser at least twenty (20) days prior to the due date for the filing of such Seller Returns (taking into account any extensions) and the Purchaser shall have the right to review and comment on such Seller Returns, and the Sellers shall reflect such comments from the Purchaser on such Seller Returns to the extent such comments are consistent with the standard set forth in the previous sentence.
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. At the sole expense of the Sellers, the Sellers’ Representative shall prepare, or cause to be prepared, all income, franchise or other similar Tax Returns with respect to the Company for which the items of income, deductions, credits, gains or losses are passed through to the Sellers for taxable periods ending on or prior to the Closing Date (a “Pre-Closing Tax Period”), including those that are filed after the Closing Date, in accordance with the provisions of this Agreement and in a manner that is consistent with past practice except for changes in applicable Law. The Company, or Purchaser, as applicable, shall cooperate with the Sellers’ Representative to file, or cause to be filed, such Tax Returns on a timely basis, as applicable. The Purchaser shall file or cause to be filed all other Tax Returns of the Company that are required to be filed after the Closing Date (including those for a Straddle Period), and any such Tax Returns that relate to a Pre-Closing Tax Period shall be prepared and filed consistently with past practices, unless otherwise required by applicable Law. The Purchaser shall provide any such Tax Return that reflects a Tax for which the Sellers may be responsible pursuant to this Agreement to the Sellers’ Representative for its review and comment fifteen (15) days prior to the due date for filing and shall reflect, or cause to be reflected, any of the Sellers’ Representative’s reasonable comments on such Tax Return.
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. 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. Sellers shall, at their own expense, prepare (in a manner consistent with past practices unless otherwise required by applicable Law) and file all income Tax Returns required to be filed with respect to the Company for all Tax periods ending on or before the Closing Date (“Pre-Closing Income Tax Returns”), and Sellers shall pay, or cause to be paid, all Taxes of the Company shown to be due thereon. All such Pre-Closing Income Tax Returns shall be prepared in accordance with the past practice of the Company in filing its Tax Returns unless otherwise required by applicable Law. Notwithstanding the foregoing, Sellers shall submit all Pre-Closing Income Tax Returns to Buyer for review and comment at least thirty (30) days before the due date of such Pre-Closing Income Tax Returns, shall incorporate any comments provided by Buyer, and shall not file any Pre-Closing Income Tax Return without the consent of Buyer, in each case, not to be unreasonably withheld.
Pre-Closing Income Tax Returns. The Sellers’ Representative, at the sole cost and expense of the Company Group, shall prepare or cause to be prepared all Income Tax Returns for the Company Group for all periods ending on or prior to the Closing Date the due date of which is after the Closing Date (the “Seller Returns”). All such Seller Returns shall be prepared timely in a manner consistent with the past practice of the Company Group unless otherwise required by a change in applicable Law. The Sellers’ Representative shall submit each of the Seller Returns to the Purchaser at least thirty (30) days prior to the due date for the filing of such Seller Returns (taking into account any extensions) and the Purchaser shall have the right to review and comment on such Seller Returns, and Sellers’ Representative shall reflect such comments from the Purchaser on such Seller Returns to the extent such comments are not inconsistent with the past practice of the Company Group unless otherwise required by a change in applicable law. Purchaser, or its Affiliates, shall timely file all Seller Returns and, with respect to the Seller Returns that are Tax Returns of HEC, within three (3) days prior to filing, Lake shall reimburse the Purchaser for the amount shown as due on such Seller Returns of HEC.
