Common use of Pre-Closing Periods Clause in Contracts

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. Buyer shall For taxable periods that end on or prior to the Closing Date (“Pre-Closing Periods”), Seller shall, at the expense of Seller, prepare or cause to be prepared (on a basis consistent with past practice) and file or cause to be filed all Tax Returns of the Company and its Subsidiaries that are required by applicable law. Seller will provide Buyer with copies of any such Returns for the Acquired Companies for all Tax periods ending on Buyer’s reasonable review and comment, at least 30 days (or such other time as is reasonable) prior to the Closing Date due date thereof ("giving effect to any extensions thereto), accompanied by a statement (the “Pre-Closing Periods"Statement”) which are filed after setting forth and calculating in reasonable detail the Taxes that relate to the Pre-Closing DateTaxes. To If the extent that Buyer agrees with the Indemnifying Stockholders may have liability Pre-Closing Period Returns and Pre-Closing Statement, the Seller shall pay to Buyer, not later than 5 Business Days before the due date for the payment of Taxes with respect to such ReturnsPre-Closing Period Tax Return, Buyer (i) shall deliver all such Tax Returns an amount equal to the Stockholder Representative for a review at least fifteen (15) days prior to Pre-Closing Taxes as shown on the filing date of any such Tax Return (in cases involving Tax Returns not relating to income taxesPre-Closing Statement, 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 but only to the extent such reserves Taxes are established to reflect timing differences between book and Tax income) shown not reflected as a liability on the face Final Closing Statement. If, within 10 days after the receipt of the Balance Sheet Pre-Closing Period Tax Return and Pre-Closing Statement, the Buyer (rather than a) notifies Seller that it disputes the manner of preparation of the Pre-Closing Period Tax Return or the Pre-Closing Taxes calculated in any notes theretothe Pre-Closing Statement and (b) as adjusted for operations through provide Seller with a statement setting forth in reasonable detail its computation of the Pre-Closing Date in accordance with Taxes and their proposed form of the Acquired Companies' past custom Pre-Closing Tax Return and practice (Pre-Closing Statement, then Buyer and the "Tax Reserves"); providedSeller shall attempt to resolve their disagreement within 5 days following the Buyer’s notification of Seller of such disagreement. If Buyer and the Seller are not able to resolve their disagreement, however, that the reimbursement provided for in this Section 11.5(a) dispute shall be treated submitted to the Firm. The Firm will resolve the disagreement within 5 days after the date on which they are engaged or as a Loss and soon as possible thereafter. The determination of the Firm shall be subject binding on the parties. The cost of the services of the Firm will be borne by the party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Firm. If each of the party’s calculation differs equally from the calculation as finally determined by the Firm, then such cost will be borne half by the Seller and half by Buyer. All determinations necessary to give effect to the limitations set forth foregoing allocations shall be made in Section 11.2 and to the relevant limitation period provided for in Section 12.4; and provided, further, that a manner consistent with respect to Taxes prior practice 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 incomeCompany.

Pre-Closing Periods. The Buyer shall shall, at its own expense, prepare and file, or cause to be prepared and filed, all Returns (on a basis consistent with past practiceincluding amended Returns) of the Company and file or cause to be filed all Tax Returns for the Acquired Companies Subsidiaries for all Tax taxable periods ending on or prior to the Closing Date ("Pre-Closing Periods") which are that have not been filed after as of the Closing Date. To Any Returns prepared by Buyer for any taxable period ending on or prior to the extent that the Indemnifying Stockholders may have liability with respect to such Closing Date (including any amended Returns, Buyer (i) shall deliver all such Tax Returns be prepared in a manner consistent with past practices of the Company and the Subsidiaries (except as required by applicable Law) during the taxable periods ending on or prior to the Stockholder Representative Closing Date. Thirty (30) days prior to the due date for a review at least fifteen any such Return (15or thirty (30) days prior to the filing date of any amended Return), the Buyer will provide to the Sellers' Representative a copy of such Tax Return (which shall be prepared by Ernst Young LLP or a comparable accounting firm) and Buyer shall incorxxxxxx xxxxein reasonable comments timely provided in cases involving Tax Returns not relating writing by Sellers' Representative. For purposes of the foregoing, comments provided on or before the earlier to income taxes, if it is impracticable occur of (i) thirty (30) days after delivery of such Return by Buyer to deliver such Tax Returns 15 Sellers' Representative and (ii) seven (7) days prior to the filing thereofdue date for any such Return, 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 Representativeconsidered timely. Buyer shall timely pay, or cause to be reimbursed out paid, when due all Taxes shown as due on such Returns. Sellers shall pay the Buyer, as an adjustment to the Purchase Price, any such Taxes due and payable within ten (10) business days of the Escrow Assets for any Taxes receipt of the Acquired Companies with respect to such periods within fifteen (15) days after payment by the Buyer or any of the Acquired Companies notice of such Taxes, except to the extent that such Taxes are reflected in the reserves for Tax Liability (excluding any reserves for deferred Taxes filing by Buyer to the extent such reserves Taxes are established to reflect timing differences between book and Tax income) shown not reflected as a liability on the face of the Balance Sheet (rather than in any notes thereto) as adjusted for operations through the Final 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) Statements which notice shall be treated as a Loss and shall be subject to the limitations set forth in Section 11.2 and reasonable detail the calculations regarding Sellers' share of such Taxes. In lieu of payment by Sellers pursuant to the relevant limitation period provided for in Section 12.4; and providedpreceding sentence, further, that with respect Buyer may elect to Taxes receive payment from the Indemnification Escrow Fund to the extent of the Acquired Companies for the taxable year that ends on the Closing Date, Buyer shall not payment otherwise required to be reimbursed for any Taxes attributable to LIFO recapture incomemade by Sellers.

Pre-Closing Periods. Buyer The Representative shall prepare or cause have the right to be prepared (on a basis consistent with past practice) and file or cause to be filed all control at its own expense, any Tax Returns Proceeding in respect of the Seller Entities for the Acquired Companies for all Tax periods any taxable period ending on or prior to the Closing Date ("Pre-Closing Periods") which are filed after before the Closing Date. To , if the extent that the Indemnifying Stockholders may have liability with respect to such ReturnsRepresentative timely, Buyer but in any event within thirty (i30) shall deliver all days after receiving written notice of such Tax Returns Proceeding or such shorter time as required 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 timely respond to such Tax Returns as are reasonably requested by the Stockholder Representative. Buyer shall be reimbursed out Proceeding, notifies Parent in writing of the Escrow Assets for any Taxes of the Acquired Companies with respect its desire to control 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")Proceeding; provided, howeverfurther, that if the reimbursement provided Representative assumes control of such Tax Proceeding, such written notice acknowledges (on behalf of the Stockholders) the assumption in full of all responsibility for in this Section 11.5(a) shall be treated as a Loss and shall be any Losses arising from such Tax Proceeding, subject to the limitations set forth in Section 11.2 Article IX. If the Representative elects to control such Tax Proceeding, (i) Parent shall have the right to participate, at its own expense, in such Tax Proceeding with separate legal counsel, (ii) the Representative shall, upon a reasonable request from Parent, provide Parent with a timely and reasonably detailed account of each stage of such Tax Proceeding (including providing copies of all documents and correspondence with any Governmental Authority related thereto), and (iii) the Representative shall not consent to the relevant limitation period provided for in Section 12.4; and provided, further, that entry of any judgment or enter into any settlement with respect to Taxes such Tax Proceeding without the prior written consent of the Acquired Companies for the taxable year that ends on the Closing DateParent, Buyer which shall not be reimbursed for unreasonably withheld, conditioned or delayed. If the Representative does not elect to control such Tax Proceeding, Parent, at its expense, shall control or cause the applicable Seller Entity to control such Tax Proceeding, provided that (i) the Representative shall have the right to participate, at its own expense, in such Tax Proceeding with separate legal counsel, (ii) Parent shall, upon reasonable request from the Representative from time to time, provide the Representative with a timely and reasonably detailed account of each stage of such Tax Proceeding (including providing copies of all documents and correspondence with any Taxes attributable Governmental Authority related thereto) and (iii) neither Parent nor any Seller Entity shall consent to LIFO recapture incomethe entry of any judgment or enter into any settlement with respect to such Tax Proceeding without the prior written consent of the Representative, which shall not be unreasonably withheld, conditioned or delayed.