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.
(ii) Except as provided in clause (i) of this Section 9.02(a), as to any Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) for Income Taxes due after the Closing Date for tax periods ending on or prior to the Closing Date, Seller shall cause WVS-I B.V. and WVS-I US (and their subsidiaries) to prepare and timely file such Tax Returns in accordance with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts); provided, however, (A) Seller shall deliver any such Tax Return for any such Income Taxes to Purchaser at least 30 days before it is due (taking all validly-requested extensions into account), (B) Purchaser shall have the sole discretion to approve or modify such Tax Return by notice given at least five business days before such Tax Return is due and (C) such Tax Return shall be filed (as so approved or modified) on a timely basis by the applicable party or entity; and, provided, further, that Purchaser shall pay to Seller no later than five (5) business days before such Tax Return is due the amount of Taxes shown to be due on such Tax Return to the extent that such amount exceeds the amount of such Taxes reflected on a dollar for dollar basis in the calculation of the WVS-I Closing Working Capital.
Pre-Closing Tax Period Tax Returns. The Company Entities shall, at the Company’s expense, prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company Entities for all taxable periods ending on or before the Closing Date and which are due on or before the Closing Date and the Company Entities shall pay or cause to be paid all Taxes with respect to such periods. The Surviving Corporation shall prepare or cause to be prepared all Income Tax Returns for the Company Entities for all taxable periods ending on or prior to the Closing Date and which are due after the Closing Date (each such Tax Return a “Post-Closing Company-Prepared Income Tax Return”). All Tax Returns referred to in this Section 8.14(c) shall be prepared in accordance with past practices of the Company Entities, unless otherwise required by applicable Law. The Surviving Corporation shall submit each Post-Closing Company-Prepared Income Tax Return to the Stockholder Representative at least thirty (30) days prior to the due date for such Tax Return (including extensions). The Surviving Corporation shall consider in good faith any reasonable comments provided by the Stockholder Representative and, with the cooperation of the Stockholder Representative, Purchaser shall timely file or cause to be filed such Post-Closing Company-Prepared Income Tax Return. Notwithstanding anything herein to the contrary, but subject to the Tax Matters Agreement, the obligations of the Surviving Corporation and Purchaser pursuant to this Section 8.14(d) shall expire at the time the Indemnity Share Amount is reduced to zero (including pursuant to Sections 11.1(b) or 11.2); provided, however, that such obligations shall not expire with respect to any actions or filings that would reasonably be expected to adversely affect the Company Stockholders.
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”).
i. Not later than thirty (30) days prior to the due date for the filing of a Habit Return, Habit shall provide a copy of such Habit Return to KarpReilly, LLC for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed).
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) 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.
i. For any Norcraft Return with respect to Holdings (including Norcraft LLC) and its respective subsidiaries: not later than thirty (30) days prior to the due date for the filing of such a Norcraft Return, Norcraft LLC shall provide a copy of such Norcraft Return to the Xxxxxx Owners Representative, SKM Norcraft Owner Representative and Trimaran Cabinet Owner Representative for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed).
ii. For any Norcraft Return with respect to Norcraft GP: not later than thirty (30) days prior to the due date for the filing of such a Norcraft Return, Norcraft LLC shall provide a copy of such Norcraft Return to the Xxxxxx Owners Representative, SKM Norcraft Owner Representative and Trimaran Cabinet Owner Representative for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed).
iii. For any Norcraft Return with respect to XXX Xxxxxx and Xxxxxx Norcraft: not later than thirty (30) days prior to the due date for the filing of such a Norcraft Return, Norcraft LLC shall provide a copy of such Norcraft Return to the Xxxxxx Owners Representative for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed).
iv. For any Norcraft Return with respect to SKM Norcraft: not later than thirty (30) days prior to the due date for the filing of such a Norcraft Return, Norcraft shall provide a copy of such Norcraft Return to the SKM Norcraft Owner Representative for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed).
v. For any Norcraft Return with respect to Trimaran Cabinet: not later than thirty (30) days prior to the due date for the filing of such a Norcraft Return, Norcraft shall provide a copy of s...
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).
Pre-Closing Tax Period Tax Returns. The Members shall prepare and timely file, or cause to be prepared and timely filed, (i) all Tax Returns of Holdings, the Company or any of their Subsidiaries due on or prior to the Closing Date and (ii) all income Tax Returns of Holdings, the Company or any of their Subsidiaries relating exclusively to any Pre-Closing Tax Period. All such Tax Returns shall be prepared in accordance with past practice (except to the extent otherwise required by Applicable Law). The Member Representative shall (i) deliver a copy of any such Tax Returns to the Buyer for review and comment not less than twenty (20) Business Days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions) and (ii) consider in good faith any changes reasonably requested by Buyer within ten (10) Business Days after delivery of such Tax Return to the Buyer. Buyer shall cause Holdings, the Company or any of their Subsidiaries, as applicable, to sign and timely file any such Tax Returns prepared pursuant to this Section 5.6 that are due after the Closing Date.
Pre-Closing Tax Period Tax Returns. UCB (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 most recent past practice and with existing procedures for preparing such Tax Returns and pay Taxes shown as due thereon: (i) all Tax Returns of the Transferred Subsidiary or KI due on or prior to the Closing Date; (ii) all Income Tax Returns of the Transferred Subsidiary or KI due after the Closing Date in the case of a combined, consolidated or unitary Income Tax Return that includes UCB or an affiliate of UCB which is not being transferred pursuant to this Agreement; and (iii) in the case of the Transferred Subsidiary or KI, any other Income Tax Return for a taxable period of such corporation ending on or before the Closing Date but filed thereafter; provided, that UCB may exclude the Transferred Subsidiary from certain unitary Tax Returns that include affiliates of UCB not being transferred pursuant to this Agreement.
