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

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. Sellers’ Notwithstanding the foregoing provisions of Section 8.2(a), the Seller Representative shall timely prepare or cause to be timely prepared in a manner consistent with past practice, applicable Law and this Agreement all Income Tax Returns for each of income Taxes with respect to the Vionic Entities Acquired Companies for all taxable periods ending at or before the Effective Time that end prior to or on the Closing Date which are first due (taking into account all applicable extensions) after the Closing 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 a “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 Return”). All Seller Returns Representative shall be prepared on a basis consistent provide Encore with past practice and without a change copies of any election or accounting method completed drafts of each such Tax Return at least forty-five (in each case, except to the extent otherwise required by Applicable Law). Not later than thirty (3045) days prior to the due date (taking into account all applicable 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 Seller Return, objection within the Sellers’ Representative shall deliver a copy twenty (20) day period after the delivery of such Seller objections, such Tax Return to the Buyer for its review and reasonable comment. The Buyer will cooperate with Sellers’ Representatives in connection with the filing of shall be filed as prepared by 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 ReturnRepresentative, Sellers’ Representative shall pay to the Buyer, out of the Sellers’ Representative Holdback, or as adjusted to the extent necessary to reflect the resolution of any such Sellers’ objections mutually agreed to by the Seller Representative Holdback is insufficientand Encore, Sellers and any remaining objections shall pay be submitted to the BuyerIndependent Accounting Firm for resolution in accordance with the procedures set forth in Section 2.4(d) and, if necessary to reflect such resolution, the amount of any Taxes Parties shall cause such Tax Return to be amended and filed 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 Priceappropriate Taxing Authority.

Pre-Closing Income Tax Returns. Notwithstanding the foregoing provisions of Section 11.1(a), the Sellers’ Representative shall timely prepare or cause to be timely prepared in a manner consistent with past practice, Law and this Agreement all Income Tax Returns for each of income Taxes with respect to the Vionic Entities Acquired Companies for all taxable periods that end prior to ending at or on before the Closing Date which that are first due (taking into account all applicable extensions) after the Closing Date, 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 Closing Date, for each of Acquired Company covering the taxable period beginning on January 1, 2014, and ending at and including the Closing Date. The Sellers shall bear the costs of the preparation of all such Tax Returns. The Sellers’ Representative shall provide Encore with copies of completed drafts of each such Tax Return at least forty-five (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 (3045) days prior to the due date (taking into account all applicable including extensions) for filing any thereof, along with supporting workpapers, for Encore’s review and approval. Within twenty-five (25) days of such Seller Returndelivery, Encore shall deliver to the Sellers’ Representative shall deliver a copy of written statement describing any objections to such Seller Return to the Buyer for its review and reasonable commentTax Return. 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 If the Sellers’ Representative Holdbackand Encore are unable to resolve any such objection within the twenty (20) day period after the delivery of such objections, or such Tax Return shall be filed as prepared by the Sellers’ Representative, as adjusted to the extent necessary to reflect the resolution of any such objections mutually agreed to by the 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 Priceand Encore.

Pre-Closing Income Tax Returns. Sellers’ Representative Seller shall timely prepare or cause to be prepared all Income income Tax Returns for each of the Vionic Entities Company and its Subsidiaries for all taxable periods that end ending on or prior to or on the Closing Date which are first due (taking into account all applicable extensions) after the Closing (each a “Seller ReturnReturns”). All Subject to Section 7.02(b), Seller shall timely file or cause to be timely filed 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 including extensions) for filing any such Seller Returns and timely pay all Taxes due as reflected on such Seller Returns. With respect to any Seller Return that is due after the Closing, is filed on a separate company basis and that Seller is not permitted to file under applicable Law (a “Seller Separate Return”), the Sellers’ Representative shall deliver a copy of Purchasers will timely file or cause to be timely filed such Seller Return to the Buyer for its review as prepared by Seller. All Seller Separate Returns will be prepared and reasonable comment. The Buyer will cooperate with Sellers’ Representatives filed in connection a manner consistent with the filing past practice of the Company and its Subsidiaries unless otherwise required by applicable Law. Seller Returns including making available a post-Closing officer or legal representative of the applicable Vionic Entity shall pay to execute such Seller Returns on behalf of the applicable Vionic Entities. Not Purchasers, no later than five (5) days prior to the due date (including extensions) for payment of Taxes with respect to any filing each Seller Separate Return, Sellers’ Representative shall pay an amount equal to the Buyer, out of the Sellers’ Representative Holdback, or Taxes due as reflected on such Seller Separate Return to the extent such Sellers’ Representative Holdback is insufficient, Sellers Taxes are payable by Purchasers or their Affiliates. Seller shall pay submit each such Seller Separate Returns to Purchasers at least 20 days prior to the Buyer, due date for the amount filing of any Taxes with respect to such Seller ReturnSeparate Returns (taking into account any extensions). For Purchasers will have ten (10) days from receipt of each Seller Separate Returns to review and comment on such Seller Separate Returns. If Purchasers reasonably dispute any such Seller Separate Return and the avoidance of doubtParties are unable to resolve such dispute within five (5) days, the Taxes that the Sellers shall pay to the Buyer pursuant to this Section 8.04(a) such dispute shall be without duplication settled by the Accounting Firm in accordance with the procedures 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 PriceSection 1.04.

Pre-Closing Income Tax Returns. Sellers’ Representative shall timely prepare or cause to be prepared all Income Tax Returns for each At the sole expense 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 ReturnSellers, the Sellers’ Representative shall deliver a copy of such Seller Return prepare, or cause to be prepared, all income, franchise or other similar Tax Returns with respect to the Buyer 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 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 comment fifteen (515) days prior to the due date for payment of Taxes with respect filing and shall reflect, or cause to be reflected, any Seller Return, Sellers’ Representative shall pay to the Buyer, out of the Sellers’ Representative Holdback, or to the extent Representative’s reasonable comments on such Sellers’ Representative Holdback is insufficient, Sellers shall pay to the Buyer, the amount of any Taxes with respect to such Seller Tax 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.