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

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 Shareholders’ Representative, on behalf of the Shareholders, Stockholder shall timely prepare or cause to be prepared all Tax Returns of each 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 that is taxable to the 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 Stockholder. All such Pre-Closing Income Tax Returns shall be prepared and filed in accordance a manner consistent with the past practice of the Company unless otherwise required by applicable Law. The Shareholders’ Representative Stockholder, 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 Stockholder shall submit each of the Pre-Closing Income Tax Returns to Purchaser 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). Purchaser’s sole The Buyer shall have the 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 ; provided, that if 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 Stockholder shall fail to submit any Pre-Closing Income Tax Return to Purchaser the Buyer in accordance with this Section 13.01(b)6.2, Purchaser the Buyer shall have the right to prepare and file such Pre-Closing Income Tax Return. The Shareholders Stockholder and Purchaser 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 Tax Return, then, upon providing a written opinion of an AmLaw 200 nationally recognized law firm mutually acceptable to the Buyer and mutually the Stockholder, that the position the Stockholder wishes to consent to filing as promptly as possible each take on such Pre-Closing Income Tax Return. The Shareholders shall timely pay 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 cause any corresponding provision of state or local law) required to be paid avoid any penalties with respect to the relevant taxing authority all Income Taxes attributable to the net income of each Company that is reflected on each such position), then such Pre-Closing Income Tax Return (shall be filed, as finally determined under this Section 13.01(b))prepared by the 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. Seller Representative shall cause to be timely prepared and filed in a manner consistent with past practice of the Company 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 Shareholders’ 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 Sellers shall bear the costs of the preparation of all such Tax Returns. Purchaser shall provide to the Seller Representative, at least 60 days prior to the date upon which such Tax Returns are due (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 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 Tax Return at least 10 days before the due date (including extensions) for filing thereof. Purchaser shall have no right to comment upon any such Tax 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, as applicable) and there is no Tax due under Section 1374 of the Code (or any similar provision of state of local Law). Purchaser and Seller agree that Xxxxx Xxxx shall continue to be an officer of the Company Group after the Closing Date for the purpose of executing such Tax Returns as an officer and 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))Group.

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 Salvage Disposal and Xxxx 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 Law. Purchaser shall have twenty (20) 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 Salvage Disposal and Xxxx that is reflected on each Pre-Closing Tax Return (as finally determined under this Section 13.01(b)).

Pre-Closing Income Tax Returns. The Shareholders’ Representative, on behalf of the Shareholders, Stockholders shall timely prepare or cause to be prepared all Tax Returns of each 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 accordance a manner consistent with the past practice of the Company unless otherwise required by applicable Law. The Shareholders’ Representative 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 Purchaser 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). Purchaser’s sole The Buyer shall have the 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 ; provided, that if 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 Stockholders shall fail to submit any Pre-Closing Income Tax Return to Purchaser the Buyer in accordance with this Section 13.01(b)7.2, Purchaser the Buyer shall have the right to prepare and file such Pre-Closing Income Tax Return. The Shareholders Stockholders and Purchaser 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 mutually the Stockholders, which firm may include counsel to consent the Stockholders, that the position the Stockholders wish to filing as promptly as possible each take on such Pre-Closing Income Tax Return. The Shareholders shall timely pay 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 cause any corresponding provision of state or local law) required to be paid avoid any penalties with respect to the relevant taxing authority all Income Taxes attributable to the net income of each Company that is reflected on each such position), then such Pre-Closing Income Tax Return (shall be filed, as finally determined under this Section 13.01(b))prepared by the Stockholders with the appropriate governmental agency. Otherwise the Pre-Closing Income Tax Return shall be changed as requested by the Buyer.