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.
(ii) For all other Pre-Closing Taxable Period Legal Proceedings not described in Section 7.7(b)(i) above, Parent and the Company jointly shall represent the interests of the GMACCH Companies in any Legal Proceeding relating to Pre-Closing Taxable Periods (or to any Straddle Period for which Investor has no Tax Liability). Neither party shall settle any dispute relating to a Tax Liability attributable to any of the GMACCH Companies without the consent of the other party (which consent shall not be unreasonably withheld); provided, however, that if Parent proposes to accept a settlement of such a Tax Liability (and such proposed settlement does not have a materially adverse impact on the Company or any of its Subsidiaries for Post-Closing Taxable Periods (or the portion of the Straddle Period not allocated to the Seller), and the Company does not consent thereto, the Liability of Parent and Seller under this ARTICLE VII in respect of such Tax Liability shall be limited as of the date the settlement woul...
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. 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.
Pre-Closing Taxable Periods. Seller (or such member of the Seller Group as Seller shall designate) shall have the sole right to represent the interests of the Company or its Subsidiaries in any legal proceeding relating solely 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.
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. 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. With respect to each Project Company, for any Tax Return covering a taxable period ending on or before the Closing Date that is required to be filed after the Closing Date (with respect to the Project Company, its “Pre-Closing Taxable Period”) for the Project Company (other than a Tax Return relating to Transfer Taxes)
(a) Seller shall cause such Tax Return to be prepared in a manner consistent with practices followed in prior taxable periods and in compliance with applicable Law except as required by Law and shall deliver such Tax Return to Buyer, for its review at least fifteen (15) days prior to the due date (including extensions) for filing such Tax Return, (b) the Parties shall cooperate and consult with each other to finalize such Tax Return, and (c) Seller shall cause such Tax Return to be duly and timely filed with the appropriate Taxing Authority and shall pay all Taxes shown as due and payable on such Tax Return. In any case where Buyer or an entity owned by it is required to execute Tax Returns, Buyer shall, or shall cause such owned entity to, so execute the Tax Return in a timely manner or, if permissible, execute a power of attorney authorizing Seller to execute the Tax Return.
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.
