Pre-Closing Tax Periods. The Operating Partnership shall prepare and timely file all Tax Returns of the Contributed Entities for any Pre-Closing Tax Periods that are due after the Closing Date, and Contributor shall timely remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Periods. To the extent that such returns related to a Pre-Closing Tax Period, such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by law. For the avoidance of doubt, the Operating Partnership will have authority to sign any Tax Returns relating to the Contributed Entities that are filed after the Closing Date.
Pre-Closing Tax Periods. The Seller shall cause each Property Entity to prepare and timely file all Tax Returns (other than amended Tax Returns) of each such Property Entity for any Pre-Closing Tax Periods, and the Seller shall remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Periods. Such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by law, and on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date). For the avoidance of doubt, the REIT or its assignee will have authority to sign any Tax Returns relating to the Property Entities that are filed after the Closing Date.
Pre-Closing Tax Periods. Sellers shall have the right, at their expense, to control any Tax Proceeding in respect of the Transferred Entities for any Pre-Closing Tax Period; provided, however, that Sellers shall provide Purchasers with a timely and reasonably detailed account of each stage of such Tax Proceeding and shall permit Purchasers to participate in the Tax Proceeding at its expense, through counsel or accountants reasonably acceptable to Sellers, and Sellers shall not settle, compromise, or conclude any such Tax Proceeding without the prior written consent of the applicable Purchaser, which consent shall not be unreasonably withheld or conditioned. Purchasers, at Sellers’ expense, may control and contest any Tax Proceeding which Sellers would otherwise have the right to control under this Section 7.4(b) if Sellers (i) decline or fail to contest such Tax Proceeding or (ii) do not substantially comply with the provisions of the preceding sentence; provided, however, that if the applicable Purchaser exercises its right to control and contest any Tax Proceeding under the preceding clause, such Purchaser shall (i) provide Sellers with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Sellers, which consent shall not be unreasonably withheld or delayed, and (iii) consult with Sellers concerning the appropriate strategy for contesting such Tax Proceeding.
Pre-Closing Tax Periods. The Company (or, if the Company has been dissolved, the Controlling Shareholders) shall control the conduct of all stages of any Tax Proceeding with respect to the Company or any of its Subsidiaries for any Pre-Closing Tax Period; provided, however, that the Company (or, if the Company has been dissolved, the Controlling Shareholders) shall allow Buyer to participate in any such Tax Proceeding with respect to a Tax liability that is reasonably likely to affect Buyer, Sub or Cavion as described in paragraph (i) of this Section 4.5(b), and the Company shall not with respect to any such Tax Proceeding controlled by the Company accept any proposed adjustment or enter into any settlement or agreement that would create additional Tax liabilities or reimbursement obligations of Buyer, Sub or Cavion (unless they would be fully indemnified, subject to the terms of Section 7.1, by the Escrow Fund and/or the Controlling Shareholders), without the express written consent of Buyer, which consent shall not be unreasonably withheld or unduly delayed; and provided further that if such Tax Proceeding relates primarily to material Taxes for which Buyer, Sub or Cavion may be potentially liable and for which the Company or the Controlling Shareholders are not required to fully indemnify Buyer, subject to the terms of Section 7.1, then Buyer shall have the right to control the Tax Proceeding. The Company shall have the right to participate in any such Tax Proceeding controlled by Buyer and in which the Company or the Controlling Shareholders are reasonably likely to have an indemnification obligation under Section 7.1 (by a claim against the Escrow Fund or otherwise) or in which the Company or the Controlling Shareholders may be potentially liable for any Tax; and Buyer shall not with respect to any such Tax Proceeding accept any proposed adjustment or enter into any settlement or agreement that would materially increase such indemnification obligation or would create additional Tax liabilities of the Company or its shareholders, without the express written consent of the Company, which consent shall not be unreasonably withheld or unduly delayed.
Pre-Closing Tax Periods. Sellers shall prepare at their cost and file all Tax Returns of the Company and the Subsidiary Companies for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date in a manner consistent with the manner in which the Company and Subsidiary Companies historically prepared their Tax Returns. Sellers shall also prepare at their cost and shall be entitled to control the preparation and filing of all Tax Returns of the Company and the Subsidiary Companies for Pre-Closing Tax Periods (other than Straddle Periods) that are required to be filed after the Closing Date (including the Company’s income Tax Returns for its taxable year ending under Code Section 708 on the Closing Date); provided, that such Tax Returns shall be (i) prepared in a manner that is consistent with past practices of the Company and the Subsidiary Companies and applicable Law, and (ii) furnished to Purchaser (with the associated Tax Return work papers) for Purchaser’s review and comment not less than thirty (30) days prior to filing, provided that Sellers’ determination as to the treatment of any item on any such Pre-Closing Tax Return shall be final. The Company and Subsidiary Companies shall pay, and Purchaser shall cause the Company and the Subsidiary Companies, as applicable, to pay an amount equal to the Taxes payable with respect to all Tax Returns of the Company or the Subsidiary Companies for Pre-Closing Tax Periods that are first required to be filed after the Closing Date; provided, that Purchaser, the Company and the Company’s Subsidiaries, as applicable, shall be entitled to reimbursement by Sellers of all such Taxes to be paid pursuant to this Section 6.1(b) to the extent set forth in Section 6.1(a) prior to the Company or its Subsidiaries paying such Taxes.
Pre-Closing Tax Periods. 18 Product................................................................... 50
Pre-Closing Tax Periods. The Contributor shall cause each Contributed Entity, the Property Owner and each of their Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity, the Property Owner and each of their Subsidiaries for any Pre-Closing Tax Periods, and the Contributor shall remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Periods.
Pre-Closing Tax Periods. Following the Closing Date, the Stockholder Representative shall prepare and timely file or cause to be prepared and timely filed at its expense all Tax Returns of the Company that are required to be filed after the Closing Date in respect of taxable periods ending on or before the Closing Date (“Pre-Closing Tax Period”) and shall timely pay all Taxes that are due on or before the Closing Date. In each case such Tax Returns shall be in conformity with the Code and Treasury Regulations. The Stockholder Representative shall provide draft copies of each such Tax Return to Buyer at least thirty (30) days prior to the filing thereof for its review and the Stockholder Representative shall consider in good faith any comments of Buyer arising as a result of the review of such proposed Tax Returns. The Company shall timely file all such Tax Returns, as may be modified in accordance with the foregoing sentence, and shall pay, subject to Section 10.2(h), the amount of any Taxes shown as due by the Company thereon to the appropriate Tax authorities.
Pre-Closing Tax Periods. “Pre-Closing Tax Periods” shall mean with respect to an Acquired Company any Tax period ending on or before the applicable Closing Date for such Acquired Company. “Pre-Closing Taxes” and “Pre-Closing Tax Returns” shall have the correlative meanings.
Pre-Closing Tax Periods. The EL Entities shall cause the Contributed Entity and each of its Subsidiaries to prepare and timely file all Tax Returns of the Contributed Entity and each of its Subsidiaries for any Pre-Closing Tax Period, and the EL Entities shall remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Period. Such Tax Returns shall be prepared in a manner consistent with past practices to the extent consistent with applicable Law.
