Pre-Closing Periods. Buyer shall prepare or cause to be prepared (on a basis consistent with past practice) and file or cause to be filed all Tax Returns for the Acquired Companies for all Tax periods ending on or prior to the Closing Date ("Pre-Closing Periods") which are filed after the Closing Date. To the extent that the Indemnifying Stockholders may have liability with respect to such Returns, Buyer (i) shall deliver all such Tax Returns to the Stockholder Representative for a review at least fifteen (15) days prior to the filing date of any such Tax Return (in cases involving Tax Returns not relating to income taxes, if it is impracticable to deliver such Tax Returns 15 days prior to the filing thereof, such Tax Returns shall be delivered to the Stockholder Representative as far prior to the filing thereof as is practicable); (ii) shall permit the Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing; and (iii) shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative. Buyer shall be reimbursed out of the Escrow Assets for any Taxes of the Acquired Companies with respect to such periods within fifteen (15) days after payment by the Buyer or any of the Acquired Companies of such Taxes, except to the extent that such Taxes are reflected in the reserves for Tax Liability (excluding any reserves for deferred Taxes to the extent such reserves are established to reflect timing differences between book and Tax income) shown on the face of the Balance Sheet (rather than in any notes thereto) as adjusted for operations through the Closing Date in accordance with the Acquired Companies' past custom and practice (the "Tax Reserves"); provided, however, that the reimbursement provided for in this Section 11.5(a) shall be treated as a Loss and shall be subject to the limitations set forth in Section 11.2 and to the relevant limitation period provided for in Section 12.4; and provided, further, that with respect to Taxes of the Acquired Companies for the taxable year that ends on the Closing Date, Buyer shall not be reimbursed for any Taxes attributable to LIFO recapture income.
Pre-Closing Periods. Section 11.1(a)........................................58
Pre-Closing Periods. The sale of the Partnership Interests pursuant to this Agreement shall not affect Seller’s rights with respect to the Partnerships’ tax filings and tax proceedings with respect to periods or portions thereof ending on or before the Closing Date, including without limitation Seller’s rights pursuant to the Partnership Agreements.
Pre-Closing Periods. Except as expressly contemplated otherwise by the terms of the Transaction Documents, unless and until the Closing occurs:
Pre-Closing Periods. Texas Cement Company (“TCC”) shall act as the “Partnership Representative” within the meaning of Section 6223 of the Code for the Partnership for each taxable period ending on or prior to the Closing Date and shall arrange for the preparation and filing of all Income Tax Returns for taxable periods ending on or prior to the Closing Date whether filed on, before or after the Closing Date. Such Income Tax Returns shall be prepared and filed in a manner consistent with past practice of the Partnership, and any such Income Tax Returns shall be submitted to HMSC for its review and comment at least thirty (30) days prior to the filing date. HMSC shall provide TCC with any written comments no later than fifteen (15) days after receiving each such Income Tax Return, and, if HMSC does not provide any written comments within fifteen (15) days, HMSC shall be deemed to have accepted such Income Tax Return. The Parties shall attempt in good faith to resolve any dispute with respect to any such Income Tax Return. To the extent any such Income Tax Return reflects a position (including in respect of a new item) that has not been taken by the Partnership with respect to any prior year and could reasonably be expected to materially increase the Tax liability of the Partnership or Purchasers for or with respect to any Post-Closing Tax Period, such Income Tax Return shall not be filed without the consent of Purchasers (not to be unreasonably withheld, delayed or conditioned).
Pre-Closing Periods. Purchaser shall prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns required to be filed by the Company after the Closing Date with respect to a period ending on or prior to the Closing Date (“Pre-Closing Tax Period”). Any such Tax Return and any Tax Return relating to any Straddle Period shall be submitted by Purchaser to Stockholders’ Representative at least 30 days prior to the due date (including extensions) of such Tax Return. Purchaser shall make any reasonable changes reasonably requested by Stockholders’ Representative within 20 days thereafter prior to filing any such Tax Return. Any such Tax Returns, and any Tax Returns for any Straddle Period, shall be prepared in a manner consistent with past practice. Purchaser shall not file any amended Tax Return, or make any Tax election that has retroactive effect, with respect to any taxable period that ends on or before the Closing Date or any Straddle Period without the prior consent of Stockholders’ Representative if such amendment or election would increase any Tax liabilities for which any Stockholder is required to indemnify Purchaser pursuant to this Agreement, Purchaser and Stockholders agree to treat the transactions contemplated hereunder as a tax-free reorganization described in Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code, and to not take any actions which would jeopardize such tax treatment including, without limitation, taking any position that is inconsistent with such treatment on any Tax Return, in any audit, before any Taxing Authority or otherwise.
Pre-Closing Periods. Sellers shall be responsible to pay all Taxes attributable to the Company for all periods ending on or prior to the Closing Date, including all Taxes resulting from the Section 338(h)(10) election.
Pre-Closing Periods. The Sellers shall prepare or cause to be prepared for filing by the Company (and its Subsidiaries, as applicable) all Pass-Through Tax Returns for the Company (and its Subsidiaries, as applicable) for a tax period that end on or prior to the Closing Date ("Seller Prepared Tax Returns"). Such Seller Prepared Tax Returns shall be prepared in a manner consistent with the terms of this Agreement and the Company's past practices, but in any event in compliance with applicable Law. Other than Seller Prepared Tax Returns, the Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns for the Company. Such Tax Returns shall be prepared in a manner consistent with the Company' past practices, except to the extent required by applicable Law. All income and other material Tax Returns described in this Section 9.1(b) shall be provided by the Party responsible for preparing such Tax Return (the "Preparing Party") to the other Party (the "Reviewing Party") no later than forty-five (45) Business Days before the due date for filing such Tax Returns (including extensions) for the Reviewing Party's review and comment. The Preparing Party shall incorporate reasonable comments provide by the Reviewing Party no later than fifteen (15) Business Days before the due date of such Tax Return. The Sellers, jointly and severally, will timely pay (or cause to be timely paid) all Pre-Closing Taxes(as such term is defined herein) shown as due and owing on all such Tax Returns, other than to the extent that an accrual with respect to such Tax is included as a Current Liability and taken into account for purposes of determining Closing Working Capital.
Pre-Closing Periods. 35 Pre-Sale Hydrocarbon Imbalances...........................................4
Pre-Closing Periods. The sale of the Partnership Interest pursuant to this Agreement shall not affect KRI’s or Seller’s rights with respect to the Agency’s tax filings and tax proceedings with respect to periods or portions thereof ending on or before the Closing Date, including without limitation Seller’s rights pursuant to Sections 4.7 and 5.1(h) of the Joint Operating Agreement. KRI shall be entitled to exercise such rights of Seller following any sale by KRI of the stock of Seller.
