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. Stockholder Representative shall cause the Company and the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and the Company Subsidiaries for any Pre-Closing Tax Period that are due after the Closing Date. Unless otherwise required by applicable Law, such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries. Stockholder Representative shall permit Parent to review and comment on all income and franchise Tax Returns prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by Parent that do not adversely affect the Common Holders’ liability for Taxes under this Agreement. Table of Contents (ii) Straddle Periods. Parent shall cause the Company and the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and its Subsidiaries for Taxes (“Pre-Closing Taxes”) relating to all periods that begin before the Closing Date and end after the Closing Date (the “Straddle Period”). Unless otherwise required by applicable Law, such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries. Parent shall permit the Stockholders Representative to review and comment on all income and franchise Tax Returns and any other Tax Returns if such other Tax Returns show an unpaid tax liability for which the Common Holders would be responsible under this Agreement prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by the Stockholder Representative that do not adversely affect the Company’s and the Company Subsidiaries’ liability for taxes that are not the responsibility of the Common Holders. The Pre-Closing Taxes shall be calculated as follows: For purposes of this Section 10.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Taxes based upon or related to income or recei...
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 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.
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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. “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.
Pre-Closing Tax Periods. (other than Straddle Periods). (i) Seller shall have the exclusive right to file or cause to be filed any amended Tax Returns with respect to any Pre-Closing Tax Period (other than a Straddle Period) of or with respect to a Transferred Company and (ii) Seller shall have the exclusive right to control any Tax Proceeding with respect to any Pre-Closing Tax Period (other than a Straddle Period) of or with respect to a Transferred Company (including a Consolidated Return that includes a Transferred Company); provided, however, that in connection with such Tax Proceeding that relates to any Transferred Company (including a Consolidated Return that includes a Transferred Company) and that could reasonably be expected to result in a Tax Loss to Buyer and its Affiliates in a Post-Closing Tax Period, Seller shall (i) keep Buyer reasonably apprised of the status of the Tax Proceeding insofar as it relates to any Transferred Company and (ii) shall not settle any such Tax Proceeding without Buyer’s consent, which shall not be unreasonably withheld, conditioned or delayed.
