Pre-Closing Tax Period Tax Returns. (a) The Seller Representative shall timely prepare or cause to be timely prepared all income Tax Returns for the Company and its Subsidiaries for Tax periods ending before the Closing Date and that are due on or after the Closing Date (each a “Pre-Closing Tax Return”). Except as otherwise may be approved by the Buyer, all such income Tax Returns described in the previous sentence must be prepared (i) in accordance with applicable Legal Requirements, and (ii) consistent with the past practices of the Company except as otherwise required by applicable Legal Requirements. At least thirty (30) days prior to filing, the Seller Representative shall provide drafts of such income Tax Returns to the Buyer for review and written comments, and the Seller Representative will consider such comments in good faith. The Buyer shall prepare or cause to be prepared all other Tax Returns for the Company and its Subsidiaries to be filed after the Closing Date, and, for any such Tax Returns for a Straddle Period (each such Tax Return, a “Straddle Period Tax Return”) or that are a Pre-Closing Tax Return the Buyer shall provide drafts of such Tax Returns to the Seller Representative for review and written comments at least thirty (30) days prior to filing, and the Buyer shall consider in good faith Seller Representative’s reasonable comments and proposed changes in the applicable Tax Return(s) (if in compliance with Legal Requirements and consistent with the Company’s past practice). Except as required by Legal Requirements, all Tax Returns described in this Section 8.8.2(a) shall be prepared consistent with past practice. The Sellers shall be responsible for the full amount of Taxes shown due on any Pre-Closing Tax Return and for the portion of the Taxes shown due on any Straddle Period Tax Return that are allocable under Section 8.8.4 to the portion of the Straddle Period ending on the Closing Date, except for any such Taxes included in the calculation of Working Capital. Within three (3) Business Days of Seller Representative’s receipt of the Buyer’s written request, a copy of which will be delivered to the Escrow Agent, the Escrow Agent will pay to the Buyer the amounts of Taxes for which the Sellers are responsible as described in the proceeding sentence.
Pre-Closing Tax Period Tax Returns. Habit shall prepare or cause to be prepared (i) all Tax Returns of Habit, Habit LLC and their respective Subsidiaries that are required to be filed after the date hereof for any Pre-Closing Tax Period and (ii) all Tax Returns required to be filed with respect to Transfer Taxes described in this Section 8 (collectively, “Habit Returns”).
Pre-Closing Tax Period Tax Returns. (i) The Buyer shall prepare and timely file, or cause to be prepared and timely filed all Pre-Closing Tax Period Tax Returns that are required to be filed by, or with respect to, the Company that are not filed as of the Closing Date and the initial due date of which is after the Closing Date (each, a “Buyer Return”). The Buyer shall provide the Seller a true copy of each such Buyer Return as finally determined pursuant to this Section 7.8
Pre-Closing Tax Period Tax Returns. Norcraft or Norcraft LLC, as applicable, shall prepare (i) all Tax Returns of Holdings (including Norcraft LLC) and its subsidiaries, Norcraft GP and its subsidiaries, XXX Xxxxxx, Xxxxxx Norcraft, SKM Norcraft, and Trimaran Cabinet that are required to be filed after the date hereof for any Pre-Closing Tax Period and (ii) all Tax Returns required to be filed with respect to Transfer Taxes described in Section 10.j. (collectively, “Norcraft Returns”). All Norcraft Returns with respect to a Person shall be prepared on a basis consistent with the most recent Tax Returns of such Person unless Norcraft or Norcraft LLC determines that a contrary position is required by applicable law.
Pre-Closing Tax Period Tax Returns. Seller shall cause each member of Company Group to prepare and timely file all Tax Returns required to be filed by such member of Company Group that are due on or before the Closing Date (taking into account any extensions), and timely pay all Taxes that are due and payable on or before the Closing Date. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law). Seller shall provide Buyer a copy of such Tax Returns for its review within a reasonable period of time prior to the date for filing. After the applicable Closing of a member of the Company Group, Buyer shall be responsible for the preparation and filing of all such Company Group’s Tax Returns that were not filed prior to such Closing.
Pre-Closing Tax Period Tax Returns. Seller (or its affiliates) shall prepare and timely file (or cause to be prepared and timely filed) the following Tax Returns on a basis consistent with existing procedures for preparing such Tax Returns and pay Taxes shown as due thereon: (i) all Tax Returns of the Company due on or prior to the Closing Date; (ii) all Income Tax Returns of the Company due after the Closing Date in the case of a combined, consolidated or unitary Income Tax Return that includes an affiliate of Seller which is not being transferred pursuant to this Agreement; and (iii) in the case of the Company, any other Income Tax Return for a taxable period of the Company ending on or before the Closing Date but filed thereafter; provided, that Seller shall deliver any Tax Return described in clause (iii) to Purchaser at least 30 days before it is due for review and comment.
Pre-Closing Tax Period Tax Returns. (i) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) the following Tax Returns on a basis consistent with existing procedures for preparing such Tax Returns and pay Taxes shown as due thereon: (A) all Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due on or prior to the Closing Date (taking all validly-requested extensions into account) and (B) all Income Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due after the Closing Date in the case of a combined, consolidated or unitary Income Tax Return that includes an affiliate of Purchaser which is not being transferred pursuant to this Agreement.
Pre-Closing Tax Period Tax Returns. (i) Seller shall prepare and timely file (taking into account all valid extensions), or shall cause to be prepared and timely filed (taking into account all valid extensions), any and all Income Tax Returns of the Company for any taxable period ending on or prior to the Closing Date that are required to be filed after the Closing Date (each, a “Seller Prepared Tax Return”). Each such Seller Prepared Tax Return shall be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law. Seller shall provide a copy of each such Seller Prepared Tax Return, together with all supporting documentation and workpapers, to Buyer for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed) at least thirty (30) days prior to the due date (taking into account all valid extensions) for filing such Seller Prepared Tax Return, and shall consider in good faith any reasonable comments that are provided in writing by Buyer to Seller at least five (5) days prior to the due date (taking into account all valid extensions) for filing such Seller Prepared Tax Return. Seller shall pay to Buyer on or before five (5) days prior to the applicable due date (taking into account all valid extensions), any amount shown as due and payable on such Seller Prepared Tax Returns that are Pre-Closing Taxes and Buyer shall timely pay or cause the Company to timely pay all Taxes shown as due on any Seller Prepared Tax Return to the applicable Governmental Authority.
Pre-Closing Tax Period Tax Returns. The Shareholder shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company relating exclusively to any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Period”) in accordance with past practice (except to the extent otherwise required by applicable Law). Any such Tax Returns that relate exclusively to the Company shall be delivered to Buyer for its review and approval not to be unreasonably withheld, and, if required, signing, at least thirty (30) days prior to the deadline for the filing of such Tax Return. The Shareholder shall timely pay or cause to be timely paid all Taxes with respect to such Tax Returns.
Pre-Closing Tax Period Tax Returns. Seller shall control the preparation and filing of all Tax Returns for the Company and the Subsidiaries with respect to any Pre-Closing Tax Period required to be filed after the Closing Date, provided that, prior to such filing, Purchaser shall have the right to review, comment on and approve any such Tax Returns (such approval not to be unreasonably withheld or delayed). To the extent that any Tax Return prepared by Seller pursuant to this Section 8.18(a) shows a net operating loss of the Company or any Subsidiary arising from any Pre-Closing Tax Period, such net operating loss shall be carried back to previous Tax periods to the maximum extent permitted by applicable Law. Upon Seller’s request, Purchaser shall execute any powers of attorney or similar documents that may be required to effectuate the intent of this Section 8.18(a).
