Common use of Pre-Closing Tax Returns Clause in Contracts

Pre-Closing Tax Returns. The Company shall timely file at its expense all Tax Returns required to be filed by the Company on or before the Closing Date; provided, however, that, after the date hereof, the Company shall not file any such Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state or local sales, use, property, withholding or employment tax returns or statements) for any Tax period without prior consent from Parent, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Merger Agreement (American Medical Systems Holdings Inc)

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Pre-Closing Tax Returns. The Company shall timely prepare and file at its expense all Tax Returns required to be filed by of the Company Relevant Companies for any taxable period ending on or before the Closing Date that are due before the Closing Date; provided. Such Tax Returns shall be prepared consistently with past practice unless otherwise required by Applicable Laws. With respect to any income Tax Returns, however, that, after the date hereof, the Company shall not file submit a copy of any such Tax Returns to the Parent for its review and comment a reasonable period before the due date for filing such Tax Returns, or other returns, elections, claims for refund or information statements and Company shall consider in good faith all reasonable comments made by the Parent with respect to any liabilities for Taxes (other than federal, state or local sales, use, property, withholding or employment tax returns or statements) for any such Tax period without prior consent from Parent, which consent shall not be unreasonably withheldReturns.

Appears in 1 contract

Samples: Option Agreement and Plan of Merger (Alcon Inc)

Pre-Closing Tax Returns. The Company shall timely file at its expense prepare and file, or to cause to be prepared and filed, all Tax Returns for the Company (other than Parent Returns and Seller Prepared Returns) for all Tax periods ending on or prior to the Closing Date that are required to be filed by the Company on or before after the Closing Date; provided, however, that, after the date hereof, the Company shall not file any Date (“Buyer Prepared Returns”). All such Tax ReturnsReturns shall be prepared in a manner consistent with past ​ ​ practices of the Company, except as otherwise required by this Agreement or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes Law (other than federal, state or local sales, use, property, withholding or employment tax returns or statements) for any Tax period without prior consent from Parent, which consent shall applying a more-likely-than-not be unreasonably withheldstandard).

Appears in 1 contract

Samples: Unit Purchase Agreement (Mayville Engineering Company, Inc.)

Pre-Closing Tax Returns. The Company shall timely prepare and file at its expense all Tax Returns relating to the Company or its Subsidiaries that are required to be filed by the Company on or before the Closing Date; provided, however, that, after the date hereof, the Date (taking into account applicable extensions) in accordance with past practices and customs unless otherwise required by applicable law. The Company shall not file any provide Parent with copies of such Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state or local sales, use, property, withholding or employment tax returns or statements) for any Tax period without prior consent from Parent, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Merger Agreement (Spectranetics Corp)

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Pre-Closing Tax Returns. The Company shall timely will prepare and file at its expense all Tax Returns relating to the Company or the Company Subsidiaries that are required to be filed by the Company on or before the Closing Date; provided, however, that, after the date hereof, the which Tax Returns will be prepared in accordance with past practices and customs. The Company shall not file any will provide Parent with copies of such Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state or local sales, use, property, withholding or employment tax returns or statements) for any Tax period without prior consent from Parent, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Merger Agreement (Techne Corp /Mn/)

Pre-Closing Tax Returns. The Company shall and the Company Subsidiaries will prepare and timely file at its expense file, or cause to be prepared and timely filed, all Tax Returns relating to the Company and the Company Subsidiaries, respectively, that are required to be filed by the Company on or before the Closing Date; provided, however, that, after the date hereof, the Company shall not Date (taking into account all applicable extensions to file any such Tax Returns, or other returns, elections, claims for refund or information statements with respect to any liabilities for Taxes (other than federal, state or local sales, use, property, withholding or employment tax returns or statements) for any Tax period without prior consent from ParentReturn), which consent shall not Tax Returns will be unreasonably withheldprepared in accordance with past practices and customs. The Company will provide Parent with copies of such Tax Returns.

Appears in 1 contract

Samples: Merger Agreement (BIO-TECHNE Corp)

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