Common use of Pre-Closing Income Tax Returns Clause in Contracts

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 such Pre-Closing Income Tax Return shall be filed, as prepared by the Stockholders with the appropriate governmental agency. Otherwise the Pre-Closing Income Tax Return shall be changed as requested by the Buyer.

Pre-Closing Income Tax Returns. The Stockholders Shareholders’ Representative, on behalf of the Shareholders, shall timely prepare or cause to be prepared all Tax Returns of the Company Salvage Disposal and Xxxx 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 accordance 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 Shareholders’ Representative shall submit each of the Pre-Closing Income Tax Returns to the Buyer 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). The Buyer shall have the 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; provided. 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, that if such Pre-Closing Income Tax Return shall be considered to be approved by Purchaser. If the Stockholders Shareholders shall fail to submit any Pre-Closing Income Tax Return to the Buyer Purchaser in accordance with this Section 7.213.01(b), the Buyer Purchaser shall have the right to prepare and file such Pre-Closing Income Tax Return. The Stockholders Shareholders and the Buyer 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; provided, however, that in the event the parties are unable and mutually 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 consent to the Buyer and the Stockholders, which firm may include counsel to the Stockholders, that the position the Stockholders wish to take on such filing as promptly as possible each Pre-Closing Income Tax Return has a realistic possibility 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 success in a court with jurisdiction, (or, if any such standard Salvage Disposal and Xxxx that 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 reflected on each Pre-Closing Income Tax Return shall be filed, (as prepared by the Stockholders with the appropriate governmental agency. Otherwise the Pre-Closing Income Tax Return shall be changed as requested by the Buyerfinally determined under this Section 13.01(b)).

Pre-Closing Income Tax Returns. The Stockholders Shareholders’ Representative, on behalf of the Shareholders, shall timely prepare or cause to be prepared all Tax Returns of the each 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 accordance 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 Shareholders’ Representative shall submit each of the Pre-Closing Income Tax Returns to the Buyer 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). The Buyer shall have the 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; provided. 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, that if such Pre-Closing Income Tax Return shall be considered to be approved by Purchaser. If the Stockholders Shareholders shall fail to submit any Pre-Closing Income Tax Return to the Buyer Purchaser in accordance with this Section 7.213.01(b), the Buyer Purchaser shall have the right to prepare and file such Pre-Closing Income Tax Return. The Stockholders Shareholders and the Buyer 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; provided, however, that in the event the parties are unable and mutually 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 consent to the Buyer and the Stockholders, which firm may include counsel to the Stockholders, that the position the Stockholders wish to take on such filing as promptly as possible each Pre-Closing Income Tax Return has a realistic possibility 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 success in a court with jurisdiction, (or, if any such standard each Company that 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 reflected on each Pre-Closing Income Tax Return shall be filed, (as prepared by the Stockholders with the appropriate governmental agency. Otherwise the Pre-Closing Income Tax Return shall be changed as requested by the Buyerfinally determined under this Section 13.01(b)).

Pre-Closing Income Tax Returns. The Stockholders Seller Representative 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 timely prepared and filed in a manner consistent with the past practice of the Company unless otherwise Group, applicable Law and this Agreement all Income Tax Returns with respect to the Company Group for all Pre-Closing Tax Periods that are due after the Closing Date, including for those jurisdictions and Tax authorities that permit or require a short period Income Tax Return for the period ending on and including the Closing Date. The Sellers shall cause any income, gain, loss or deduction resulting from the Section 338(h)(10) Elections to be included in each such Tax Return for a taxable period ending on the Closing Date to the extent required by applicable Law. The Stockholders, Sellers shall bear the Buyer and the Parent will cooperate in good faith in connection with the exchange costs of information necessary for the preparation of all Pre-Closing Income such Tax Returns. The Stockholders Purchaser shall submit each of the Pre-Closing Income Tax Returns provide to the Buyer for review Seller Representative, at least thirty (30) 60 days prior to the date upon which such Tax Returns are due date (as extended), the following information, in each case as of the Closing Date: the balance sheet, profit and loss statement, trial balance, copies of bank statements, list of accounts receivable, schedule of prepaid assets, fixed asset schedules for the filing current year additions broken down by state and current year deletions broken down by state, list of accounts payable, list of revenues payable, copies of applicable payroll tax returns, oil and gas revenue broken down by state, other revenue broken down by state, rental revenue broken down by state, payroll broken down by state, payroll taxes broken down by state, officers payroll year to Closing Date, final income accruals and final expense accruals. Seller Representative shall provide Purchaser with copies of each 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) 10 days before the due date of (including extensions) for filing thereof. Purchaser shall have no right to comment upon any such returnTax Returns so long as on the Closing Date the Company is treated as an S corporation and its Subsidiaries are treated either as qualified subchapter S subsidiaries or as disregarded entities or partnerships for federal income tax purposes (and state and local tax purposes, then, upon providing a written opinion as applicable) and there is no Tax due under Section 1374 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 similar provision of state or of local law) required Law). Purchaser and Seller agree that Xxxxx Xxxx shall continue to avoid any penalties with respect to be an officer of the Company Group after the Closing Date for the purpose of executing such position), then such Pre-Closing Income Tax Return shall be filed, Returns as prepared by an officer and on behalf of the Stockholders with the appropriate governmental agency. Otherwise the Pre-Closing Income Tax Return shall be changed as requested by the BuyerCompany Group.

Pre-Closing Income Tax Returns. The Stockholders Stockholder 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 that is taxable to the Stockholders Stockholder 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 StockholdersStockholder. 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 StockholdersStockholder, 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 Stockholder 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 Stockholder shall fail to submit any Pre-Closing Income Tax Return to the Buyer in accordance with this Section 7.26.2, the Buyer shall have the right to prepare and file such Pre-Closing Income Tax Return. The Stockholders Stockholder 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 returnTax 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 StockholdersStockholder, that the position the Stockholders wish Stockholder wishes 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 filed, as prepared by the Stockholders Stockholder with the appropriate governmental agency. Otherwise the Pre-Closing Income Tax Return shall be changed as requested by the Buyer.

Pre-Closing Income Tax Returns. The Stockholders 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 and with respect to which a Tax Return was not due on or before 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 Closing Date (“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 LawLegal Requirement. The StockholdersSellers, the Buyer and the Parent 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 Stockholders 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 Stockholders Sellers shall fail to submit any Pre-Closing Income Tax Return to the Buyer in accordance with this Section 7.29.2(a), the Buyer shall have the right to prepare and file such Pre-Closing Income Tax Return. The Stockholders 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 an AmLaw 200 nationally recognized Cxxxxxxxx, Hxxxxx & Kxxxx P.L.L. or such other law firm as shall be mutually acceptable to the Buyer and the Stockholders, which firm may include counsel to the StockholdersSellers, that the position the Stockholders Sellers wish to take on such Pre-Closing Income Tax Return has a realistic possibility of success in a court with jurisdiction, 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 filedchanged to take such position and, as prepared by the Stockholders with the appropriate governmental agency. Otherwise the changed, such Pre-Closing Income Tax Return shall be changed as requested filed with the appropriate governmental agency. The Sellers shall pay or cause to be paid to the Buyer all Income Taxes reflected on each Pre-Closing Income Tax Return that are payable by the BuyerCompany (as finally determined under this Section 9.2(a)) at least three days prior to the due date for filing such Tax Return (taking into account extensions).