Pre-Closing Taxable Periods. Diageo shall have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a "Tax Proceeding") (A) in respect of a Business Entity for any taxable period that ends on or before the Closing Date or (B) involving a challenge to the qualification of the Merger as a tax-free "reorganization" within the meaning of Code Section 368; provided, however, that (i) insofar as any such Tax Proceeding relates to the matters set forth in clause (A) or (B) above, Diageo shall provide General Mills with a timely and reasonably detailed account of each stage of xxxx Tax Proceeding and (ii) in the case of any Tax Proceeding involving a challenge to the qualification of the Merger as a tax-free "reorganization" within the meaning of Code Section 368 on the basis (in whole or in part) of the inaccuracy of any of the representations made by General Mills and Merger Sub in Section 7.2, (I) Diageo shall consult with Gexxxxx Mills before taking any significant action in connection with such Tax Xxxceeding, (II) Diageo shall consult with General Mills and offer General Mills an opportunity to comment before submitxxxx any written materiaxx xxepared or furnished in connection with such Tax Proceeding, (III) Diageo shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (IV) General Mills shall be entitled to participate in such Tax Proceeding and recxxxx copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority or other Governmental Authority, and (V) Diageo shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, of General Mills. Notwithstanding any other provision, none of the General Mills Xxx Indemnitors shall have any obligation whatsoever pursuant tx Xxxtion 7.3(b)(ii) arising from a Tax Proceeding described in clause (B) above, if Diageo fails to comply with the covenant set forth in clause (i) above in connection with such Tax Proceeding, fails to consult with General Mills before taking any significant action in connection with such Tax Xxxceeding, fails to consult with General Mills and offer General Mills an opportunity to comment before submitxxxx any written materiaxx xxepared or furnished in connection with such Tax Proceeding, fails to defend such ...
Pre-Closing Taxable Periods. Allergan shall pay and be liable for all Taxes shown due and payable on all Tax Returns as filed pursuant to Section 2.1(a)(i) hereof; provided, however, that AMO shall be liable for, and shall indemnify Allergan for, the AMO Group Allocable Portion of such Taxes shown to be due and payable on such Tax Returns as filed.
Pre-Closing Taxable Periods. Allergan shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any Pre-Closing Taxable Period, and to employ counsel of its choice at its expense.
Pre-Closing Taxable Periods. (i) Parent (or such member of the Parent Group as Parent shall designate) shall have the sole right to represent the interests of the GMACCH Companies in any Legal Proceeding which involves the Parent Consolidated Group or a Combined Return filed by a member of the Parent Group relating to Pre-Closing Taxable Periods (or to any Straddle Period for which Investor has no Tax Liability) and to employ counsel of its choice at its own expense. Parent shall not settle any dispute relating to a Tax Liability for which Parent is liable attributable to any of the GMACCH Companies if such proposed settlement will have a material adverse impact on the Company or any of its Subsidiaries for periods for which the Parent is not indemnifying Company without the consent of the Company. The Company shall have the right to observe and attend any meetings or proceedings related to the audit of such Tax Returns to the extent related to the GMACCH Companies. The Company shall have the right to review and comment on any written materials to be submitted by or on behalf of Parent with respect to such meetings or proceedings. All costs, fees and expenses paid to third parties in the course of such Legal Proceeding (not related to the Company’s participation and review rights) shall be borne by Parent. In the event that any party hereto retains its own advisors or experts in connection with any such Legal Proceeding, the costs and expenses thereof shall be borne solely by such party.
Pre-Closing Taxable Periods. With respect to any income Tax Return covering a taxable period ending on or before the Closing Date (a “Pre-Closing Taxable Period”) that is required to be filed after the Closing Date with respect to the Company or any Subsidiary (a) Globant shall cause the Company to prepare or cause to be prepared such Tax Return as otherwise required by applicable Law, and shall deliver such Tax Return to the Sellers for its review and comments at least fifteen (15) days prior to the due date (including extensions) for filing such Tax Return, (b) Globant shall consider in good faith any reasonable comments provided in writing by the Sellers within ten (10) days of receipt of the draft Tax Return, and (c) Globant shall cause such Tax Return to be duly and timely filed with the appropriate Taxing Authority and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Return or, as applicable, its allocable share of such Taxes; provided that, if the Taxes shown as due and payable on such Tax Return or, as applicable, the Sellers’ allocable share of such Taxes were not reflected as a liability in the calculation of the Net Working Capital, the Sellers’ shall immediately pay the relevant amounts to the Purchasers and, if not paid by the Sellers within ten (10) Business Days after being required by the Purchasers to do so, the Purchasers shall be entitled to deduct such relevant amounts from the Escrow Amount.
Pre-Closing Taxable Periods. The Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company for taxable periods ending on or before the Closing Date (“Pre-Closing Tax Periods”) that have not been filed prior to the Closing Date. The Surviving Corporation shall permit the Representative to review and comment on each such Tax Return described in the prior sentence at least 10 days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Representative. Except as provided below in this Section 4.1(b), the Surviving Corporation shall not amend any Tax Return for any Pre-Closing Tax Period without the prior written consent of the Representative, which consent shall not be unreasonably withheld. All Tax Returns to be prepared by or for the Surviving Corporation pursuant to this Section 4.1(b) shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by Legal Requirement and except that any operating loss for the Pre-Closing Tax Period ending on the Closing Date shall be carried back to prior taxable years to the maximum permitted extent, and amended Tax Returns shall be filed for such years claiming refunds of Taxes paid.
Pre-Closing Taxable Periods. Seller shall indemnify and hold harmless Purchaser and each Acquired Subsidiary with respect to any and all Taxes that may be imposed on Purchaser or any Acquired Subsidiary or in respect of the Automotive Business (A) with respect to any Taxable period of any Acquired Subsidiary or any Affiliated Group ending on or prior to the Closing Date or allocated to Seller pursuant to subparagraph (c) of this Section 9.2 relating to Straddle Periods (1) in the case of any Foreign Excluded Taxes and (2) in the case of any other Tax in excess of the amounts accrued with respect to such Tax in Closing Working Capital, (B) to the extent such Taxes arise as a result of a breach or inaccuracy of any representation contained in Section 5.12 and not otherwise indemnified under any other section of this Agreement, (C) under Section 1.1502-6 of the U.S. Treasury regulations or any comparable state, local or foreign Tax provision governing the liability for Tax of the members of a Tax group or (D) which result from or would not have been imposed but for any action contemplated in Schedule 8.2(x). Notwithstanding the foregoing, Seller will not be liable to Purchaser for any usage or reduction of net operating losses (“NOLs”), tax credits or other tax attributes of any Acquired Subsidiary which otherwise would have been available to Purchaser or an Acquired Subsidiary as a result of any tax audit relating to (i) any taxable period ending on or before the Closing Date (“Pre-Closing Taxable Period”) or (ii) any Straddle Period for which Seller would be responsible pursuant to Section 9.2(c) hereunder or other actions of Seller before or after the Closing Date relating to any Taxes arising in a Pre-Closing Taxable Period provided the NOLs available to Purchaser or the Acquired Subsidiaries in respect of taxable periods beginning after the Closing Date (including the portion of any Straddle Period for which Purchaser is liable pursuant to Section 9.2(c) of this Agreement) are no less than 9,761,605 Euros for GDX Automotive Rehburg GmbH & Co. KG, 10,832,055 Euros for GenCorp GmbH and 4,406,340 Euros for GenCorp Beteiligungs GmbH (“Minimum German NOLs”). If actual German NOLs for any of the three (3) foregoing companies is reduced below the Minimum German NOL with respect to such company as a result of tax audits relating to a Pre-Closing Taxable Period or tax audits of any Straddle Periods to the extent Straddle 57 Period tax assessments are the responsibility of Seller pursuant to ...
Pre-Closing Taxable Periods. With respect to any income Tax Return covering a taxable period ending on or before the Closing Date (a “Pre-Closing Taxable Period”) that is required to be filed after the Closing Date with respect to the Company (a) the Purchaser shall cause the Company to prepare such Tax Return as otherwise required by applicable Law, and shall deliver such Tax Return to the Sellers for their review and comments at least thirty (30) days prior to the due date (including extensions) for filing such Tax Return, (b) the Purchaser shall consider in good faith any reasonable comments provided in writing by the Sellers within ten (10) days of receipt of the draft Tax Return, and (c) the Purchaser shall cause such Tax Return to be duly and timely filed with the appropriate taxing authority and shall pay, or cause to be paid, all Taxes shown as due and payable on such Tax Return or, as applicable, his or its allocable share of such Taxes.
Pre-Closing Taxable Periods. Seller shall have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a “Tax Proceeding”) in respect of a Business Entity for any Pre-Closing Period; provided, however, that Seller (i) shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax Proceeding and (ii) not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld or delayed, of Buyer, if such settlement, compromise or abandonment could materially affect Buyer’s, any Business Entity’s, or their respective Affiliates’ liability for Tax with respect to any Post-Closing Period; provided further, that Buyer, at its own expense, may control and contest any Tax Proceeding for which Seller would otherwise have the right to control under this Section 7.6(b) if Seller declines to contest such Tax Proceeding; provided, further, however, that if Buyer exercises its right to control and contest any Tax Proceeding under the preceding clause, Buyer shall (a) provide Seller with a timely and reasonably detailed account of each stage of such Tax Proceeding, and (b) not settle, compromise or abandon any such Tax Proceeding without obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed.
Pre-Closing Taxable Periods. The Seller (or such member of the GM Group as the Seller shall designate) shall have the sole right to represent the interests of the members of the Company Group in any Proceeding relating to Pre-Closing Taxable Periods and to employ counsel of its choice at its expense.
