Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries), except as required by a change in the applicable Law or regulations. (b) The Buyer shall prepare and timely file or cause the Companies or their respective Subsidiaries to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s review at least forty-five (45) days prior to the due date (including extensions) of any such Tax Return. If ASC disputes any item on such Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. (c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 4 contracts
Samples: Purchase Agreement (Peak Resorts Inc), Purchase Agreement (Peak Resorts Inc), Purchase Agreement (American Skiing Co /Me)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC Parent and Seller shall prepare and timely file (or cause to be responsible for the preparation prepared and filing of (itimely filed) all income Tax Returns with respect required to be filed by the Companies and their respective Subsidiaries MGM Acquired Entities for any Tax period taxable years ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to Returns, the “Pre-Closing DatePeriod Tax Returns”). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries)practices, except as required by a change applicable Law. If any such Pre-Closing Tax Returns are due after the Closing, the Parent and Seller shall submit drafts of such returns to the Purchaser for its review at least ten days prior to the due date of any such Tax Return; provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to Purchaser’s review and approval, which approval shall not be unreasonably withheld or delayed. Purchaser shall cause each of the MGM Acquired Entities to furnish information to Parent and Seller, as reasonably requested in writing by Parent or Seller, to allow Parent and Seller to satisfy their respective obligations under this Section 8.2(a) and Section 8.4(b). Purchaser shall file such Pre-Closing Period Tax Returns due after the applicable Law or regulationsClosing Date with the appropriate taxing authorities.
(b) The Buyer Purchaser shall prepare and timely file or cause each of the Companies or their respective Subsidiaries MGM Acquired Entities to prepare and timely file file, all Tax Returns required to be filed after by such entities for all Straddle Periods (such Tax Returns, the Closing Date other than “Straddle Period Tax Returns”). Purchaser shall deliver drafts of all such Straddle Period Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared Parent and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or Seller for their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s review at least forty-five (45) ten days prior to the due date (including extensions) of any such Tax ReturnReturn (taking into account valid extensions and shall notify Parent and Seller of Purchaser’s calculation of their share of the Taxes for such Straddle Period (determined in accordance with Section 8.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Parent and Seller’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 8.1(b)) shall be subject to Parent and Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. If ASC Parent or Seller disputes any item on such Tax Return, it shall notify the Buyer Purchaser (by written notice within ten days of receipt of Purchaser’s calculation) of such disputed item (or items) and the basis for its objection. If Parent and Seller do not object by written notice within such period, Purchaser’s calculation of Parent and Seller’s share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof.
(c) The parties Parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties Parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the BuyerIndependent Accounting Firm as promptly as practicable. The fees and expenses of such accounting firm the Independent Accounting Firm shall be borne apportioned and paid equally by ASC Seller and the BuyerPurchaser.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (MGM Mirage), Stock Purchase Agreement (GNLV Corp)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC Seller shall prepare or cause to be responsible for the preparation prepared and filing of (i) shall timely file or cause to be timely filed all income required Tax Returns relating to the Company with respect to the Companies and their respective Subsidiaries for any Pre-Closing Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing DatePeriod, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All provided, that such Tax Returns shall be prepared and filed all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a manner that is consistent, in all material respects, consistent with the past practice. No later than thirty (30) days prior practice of the Companies and their respective Subsidiaries to filing any such Tax Return (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiariesincluding any extension thereof), except Seller shall submit such Tax Return to the Purchaser for its review, comment, and consent. Seller shall make any revisions as required are reasonably requested by a change in the applicable Law or regulations.
(b) The Buyer Purchaser. Seller shall prepare and timely file pay or cause the Companies or their respective Subsidiaries to prepare and timely file all be paid any Taxes shown to be due on any such Tax Returns. If any Tax Returns required to be filed by Seller under this Section 8.02 are due after the Closing Date other than Date, and Seller is not authorized by Law to file such Tax Returns described as the responsibility of ASC in Section 11.3(a). All Returns, Seller shall submit such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s review Purchaser at least forty-five three (453) days prior to the due date (including extensions) of any such Tax Return. If ASC disputes any item on for such Tax Return, it and Purchaser shall notify file such Tax Returns with the Buyer of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyerappropriate Governmental Entity.
(cb) ASC Purchaser shall deliver prepare or cause to Buyer for its review any sales use, real property, transfer be prepared and shall timely file or cause to be timely filed all other non-income required Tax Returns of relating to the Companies Company that are to be filed on or prior to due after the Closing Date at least 45 days prior (including Tax Returns with respect to any Straddle Period) provided, that for Tax Returns with respect to any Straddle Period, such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made, to the extent permitted by Law, in a manner consistent with past practice. Purchaser shall timely pay or cause to be paid any Taxes shown to be due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered thereon subject to Buyer as soon as reasonably practicable, but in any event prior Purchaser’s right to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered indemnification pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date8.01 hereof.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Sungy Mobile LTD)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries), except as required by a change in the applicable Law or regulations.
(b) The Buyer Purchaser shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file all Tax Returns required by Law to be filed after by the Closing Date other than Company for all Straddle Periods (such Tax Returns, which shall specifically exclude any income Tax Return which reports the activities of the Company, the “Straddle Period Tax Returns”). Purchaser shall deliver drafts of all such Straddle Period Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC Seller for ASC’s its review at least forty-five twenty (4520) days prior to the due date (including extensions) of any such Tax ReturnReturn (taking into account valid extensions) and shall notify Seller of Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period (determined in accordance with Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Seller’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. If ASC disputes Seller shall dispute any item on such Tax Return, it shall notify the Buyer Purchaser (by written notice within ten (10) days of receipt of Purchaser’s calculation) of such disputed item (or items) and the basis for its objection. If Seller does not object by written notice within such period, Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof.
(b) Parent and Seller shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Company for taxable years ending on or prior to the Closing Date and any income Tax Return that reports pre-Closing activities of the Company during a Straddle Period (such Tax Returns, the “Pre-Closing Period Tax Returns”). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with prior practices, except as required by applicable Law. Except in the case of any income Tax Return that reports the activities of the Company, if any such Pre-Closing Period Tax Returns are due after the Closing, Seller shall submit drafts of such returns to Purchaser for its review at least twenty (20) days prior to the due date of any such Tax Return; provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to Purchaser’s review and approval, which approval shall not be unreasonably withheld or delayed. Purchaser shall cause the Company to furnish information to Seller, as reasonably requested in writing by Seller, to allow Seller to satisfy its obligations under this Section 9.2(b) and Section 9.4(b). Seller shall file such Pre-Closing Period Tax Returns due after the Closing Date with the appropriate taxing authorities.
(c) The parties Parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties Parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the BuyerIndependent Accounting Firm as promptly as practicable. The fees and expenses of such accounting firm the Independent Accounting Firm shall be borne apportioned and paid equally by ASC Seller and the BuyerPurchaser.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 2 contracts
Samples: Purchase Agreement (MGM Mirage), Purchase Agreement (MGM Mirage)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries), except as required by a change in the applicable Law or regulations.
(b) The Buyer Purchaser shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file all Tax Returns required by Law to be filed after by the Closing Date other than Company for all Straddle Periods (the “Straddle Period Tax Returns described as the responsibility of ASC in Section 11.3(aReturns”). All For the sake of clarity, such returns shall not include any income Tax Returns returns that are required to be filed by Parent. Parent and Seller shall be liable for any income Taxes with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulationssuch returns. The Buyer Purchaser shall deliver drafts of all such Straddle Period Tax Returns with respect to Pre-Closing Periods to ASC Parent and Seller for ASC’s their review at least forty-five twenty (4520) days prior to the due date (including extensions) of any such Tax ReturnReturn (taking into account valid extensions) to the extent that such parties are liable for any Taxes shown on such Tax Returns and shall notify Parent and Seller of Purchaser’s calculation of their share of the Taxes for such Straddle Period (determined in accordance with Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Parent’s and Seller’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to Parent’s and Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. If ASC disputes either of Parent or Seller shall dispute any item on such Tax Return, it shall notify the Buyer Purchaser (by written notice within ten (10) days of receipt of Purchaser’s calculation) of such disputed item (or items) and the basis for its objection. If Parent and Seller do not object by written notice within such period, Purchaser’s calculation of Parent and Seller’s share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof. No later than five (5) Business Days prior to the due date for the filing of any Tax Return covering any period prior to Closing (giving effect to any extension), Parent or Seller shall pay the Company or Purchaser an amount equal to the portion of the Taxes for which they are liable pursuant to Section 9.1.
(b) The parties Parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties Parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable the Independent Accounting Firm as promptly as practicable. Upon resolution of all such items, the relevant Tax Return shall be timely filed on that basis, provided, however, that if after using reasonable best efforts, the parties are unable to ASC resolve the matter in dispute before any Tax Return that is the subject of a disagreement is due, such Tax Return may be filed as prepared by Purchaser, subject to adjustment or amendment upon resolution, and the Buyermaking of any payments necessary to give effect to the resolution. The fees and expenses of such accounting firm the Independent Accounting Firm shall be borne apportioned and paid equally by ASC Seller and the BuyerPurchaser.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 2 contracts
Samples: Purchase Agreement (Herbst Gaming Inc), Purchase Agreement (MGM Mirage)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC Sellers shall be responsible for the preparation prepare and filing of file (i) all income Tax Returns with respect to the Acquired Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Acquired Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Acquired Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries)Acquired Companies, except as required by a change in the applicable Law or regulations.
(b) The Buyer shall prepare and timely file or cause the Acquired Companies or their respective Subsidiaries to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC Sellers in Section 11.3(a11.2(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Acquired Companies or their respective Subsidiaries (including including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries)Acquired Companies, except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC Sellers for ASC’s Sellers’ review at least forty-five (45) 45 days prior to the due date (date, including extensions) , of any such Tax Return. If ASC disputes Sellers dispute any item on such Tax ReturnReturns, it they shall notify the Buyer of such disputed item (or items) and the basis for its of the objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC Sellers and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer.
(c) ASC Sellers shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Acquired Companies that are to be filed on or prior to the Closing Date at least 45 15 days prior to the due date (date, including extensions) , of any such Tax Return or within 15 days after the date hereof hereof, whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC Sellers of such disputed item (or items) and the basis for its of the objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC Sellers and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC Sellers and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c11.2(c) shall prevent ASC Sellers or the Acquired Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to each of the Companies and their respective Subsidiaries Company for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies and their respective Subsidiaries Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective SubsidiariesCompany), except as required by a change in the applicable Law law or regulations.
(b) . The Buyer Purchasers shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC in Section 11.3(a11.03(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies or their respective Subsidiaries Company (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective SubsidiariesCompany), except as required by a change in the applicable Law law or regulations. The Buyer Purchasers shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s 's review at least forty-five (45) days prior to the due date (including extensions) of any such Tax Return. If ASC disputes any item on such Tax Return, it shall notify the Buyer Purchasers of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the BuyerPurchasers. The fees and expenses of such accounting firm shall be borne equally by ASC and the BuyerPurchasers.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC Sellers shall be responsible for the preparation prepare and filing of file (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries)Companies, except as required by a change in the applicable Law or regulations.
(b) The Buyer shall prepare and timely file or cause the Companies or their respective Subsidiaries to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC Sellers in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries)Companies, except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC Sellers for ASC’s Sellers’ review at least forty-five (45) 45 days prior to the due date (date, including extensions) , of any such Tax Return. If ASC disputes Sellers dispute any item on such Tax ReturnReturns, it they shall notify the Buyer of such disputed item (or items) and the basis for its of the objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC Sellers and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC Sellers and the Buyer.
(c) ASC Sellers shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (date, including extensions) , of any such Tax Return or within 15 days after the date hereof hereof, whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC Sellers of such disputed item (or items) and the basis for its of the objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC Sellers and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC Sellers and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC Sellers or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC The Seller shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries Company for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing DateTaxes. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies and their respective Subsidiaries Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective SubsidiariesCompany), except as required by a change in the applicable Law law or regulations. The Purchaser shall, or shall cause the Company to, pay all amounts shown to be due on such Tax Returns.
(b) The Buyer Purchaser shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC the Seller in Section 11.3(a11.03(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies or their respective Subsidiaries Company (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective SubsidiariesCompany), except as required by a change in the applicable Law law or regulations. The Buyer Purchaser shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC the Seller for ASC’s the Seller's review at least forty-five ten (4510) days Business Days prior to the due date (including extensions) of any such Tax Return. If ASC the Seller disputes any item on such Tax Return, it shall notify the Buyer Purchaser of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC the Seller and the BuyerPurchaser. The fees and expenses of such accounting firm shall be borne equally by ASC the Seller and the BuyerPurchaser.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Samples: Stock Purchase and Merger Agreement (American Skiing Co /Me)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries), except as required by a change in the applicable Law or regulations.
(b) The Buyer Purchaser shall prepare and timely file or cause the Companies or their respective Subsidiaries to prepare and timely file all Tax Returns required by Law to be filed after by such entities for all Straddle Periods (such Tax Returns, which shall specifically exclude any income Tax Return which reports the Closing Date other than activities of the Companies, the "Straddle Period Tax Returns"). Purchaser shall deliver drafts of all such Straddle Period Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared Parent and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or Seller for their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s review at least forty-five twenty (4520) days prior to the due date (including extensions) of any such Tax ReturnReturn (taking into account valid extensions) and shall notify Parent and Seller of Purchaser's calculation of their share of the Taxes for such Straddle Period (determined in accordance with Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Parent and Seller's share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to Parent and Seller's review and approval, which approval shall not be unreasonably withheld or delayed. If ASC disputes Parent or Seller shall dispute any item on such Tax Return, it shall notify the Buyer Purchaser (by written notice within ten (10) days of receipt of Purchaser's calculation) of such disputed item (or items) and the basis for its objection. If Parent and Seller do not object by written notice within such period, Purchaser's calculation of Parent and Seller's share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof.
(b) Parent and Seller shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Companies for taxable years ending on or prior to the Closing Date and any income Tax Return that reports the activities of the Companies during a Straddle Period (such Tax Returns, the "Pre-Closing Period Tax Returns"). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with prior practices, except as required by applicable Law. If any such Pre-Closing Period Tax Returns are due after the Closing, Seller shall submit drafts of such returns to Purchaser for its review at least twenty (20) days prior to the due date of any such Tax Return; provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to Purchaser's review and approval, which approval shall not be unreasonably withheld or delayed. Purchaser shall cause each of the Companies to furnish information to Seller, as reasonably requested in writing by Seller, to allow Seller to satisfy its obligations under this Section 9.2(b) and Section 9.4(b). Seller shall file such Pre-Closing Period Tax Returns due after the Closing Date with the appropriate taxing authorities.
(c) The parties Parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties Parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the BuyerIndependent Accounting Firm as promptly as practicable. The fees and expenses of such accounting firm the Independent Accounting Firm shall be borne apportioned and paid equally by ASC Seller and the BuyerPurchaser.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (MGM Mirage)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) The Company shall prepare and file, or cause to be prepared and filed, all income Tax Returns with respect to the Companies and their respective Subsidiaries for of any Tax period ending Acquired Company that are due on or prior to before the Closing Date (taking into account any validly obtained extensions of time to file) and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on shall pay or prior to the Closing Date, but only to the extent such Tax Returns are required cause to be filed on or prior to the Closing Datepaid all Taxes shown due thereon. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries)Company’s past practice, except as otherwise required by a change in the applicable Law or regulations.
(b) The Buyer shall prepare and timely file or cause the Companies or their respective Subsidiaries to prepare and timely file all Tax Returns required to be filed after the Closing Date other Law. No less than Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s review at least forty-five (45) days prior to the due date (including extensions) of any such Tax Return. If ASC disputes any item on such Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute 15 Business Days prior to the date on which the (taking into account any validly obtained extensions of time to file) such Tax Return is required to be filed. If the parties cannot resolve any disputed itemReturns are due, the item in question Company shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses deliver drafts of such accounting firm shall be borne equally by ASC and the Buyer.
(c) ASC shall deliver Tax Returns to Buyer for its review any sales useand approval, real propertysuch approval not to be unreasonably withheld, transfer conditioned or other non-income delayed.
(ii) Buyer shall prepare and file, or cause to be prepared and filed, all Tax Returns of any Acquired Company (A) for any taxable period ending on or before the Companies Closing Date and (B) for any Straddle Periods, in each case that are to be not filed on or prior to before the Closing Date at least 45 days prior to the due date (including extensionseach of clause (A) of any and (B) “Pre-Closing Tax Returns”). All such Pre-Closing Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof Returns shall be delivered to Buyer prepared in a manner consistent with the Company’s past practice, except as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Returnotherwise required by Law. If the Taxes shown as due on Pre-Closing Tax Returns and attributable to a Pre-Closing Tax Period exceed the amount of Tax liabilities accrued in the calculation of Current Liabilities, Buyer disputes any item on a shall deliver drafts of such Pre-Closing Tax Return delivered pursuant Returns to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis Representative for its objection. The parties shall act in good faith to resolve any such dispute review no less than 20 Business Days prior to the date (taking into account any validly obtained extensions of time to file) such Pre-Closing Tax Returns are due, and Buyer shall make any reasonable changes suggested in good faith by the Representative that are supported by at least a more likely than not position and that are not materially adverse to Buyer. Not later than two Business Days before the due date for the payment of Taxes on which the any Tax Return is required which Buyer has the responsibility to be filed. If the parties cannot resolve any disputed itemfile pursuant to Section 4.13(b)(ii), the item in question Representative shall be resolved by an independent accounting firm mutually acceptable direct the Escrow Agent to ASC and pay to Buyer from the Buyer. The fees and expenses Escrow Account the amount of such accounting firm Taxes attributable to a Pre-Closing Tax Period in excess of the amount of such Tax liabilities accrued in the calculation of Current Liabilities. Without the prior written consent of the Representative, which consent shall not be borne equally unreasonably withheld, delayed or conditioned, and except as required by ASC Law, Buyer shall not, and the Buyer. Notwithstanding the foregoingshall not allow any Acquired Company to, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing amend any Tax Returns that are due (including extensions) on Return of any Acquired Company for a Pre-Closing Tax Period or prior carry back any item to any Tax Return of the Company or any Subsidiary for a Pre-Closing Tax Period to the Closing Dateextent such amended Tax Return or carryback could reasonably be expected to result in a claim for indemnification pursuant to this Agreement.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for To the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or extent not filed prior to the Closing Date, but only Seller shall prepare (or cause to the extent such be prepared) all Company Tax Returns are required for any taxable period ending on or before the Closing Date (each such period, a “Pre-Closing Period” and each such Company Tax Return to be filed on or prior to after the Closing Date, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent, consistent in all material respects, respects with the prior practice of the Companies Company and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective its Subsidiaries), except as required by applicable law or as a change in result of the applicable Law or regulationstransactions contemplated by Sections 6.19 and 6.20.
(b) The Buyer Seller shall prepare and timely file (or cause the Companies or their respective Subsidiaries to prepare and timely file be prepared) all Company Tax Returns required for any taxable period that begins on or prior to be filed and ends after the Closing Date other than (each such period, a “Straddle Period” and each such Tax Returns described as the responsibility of ASC in Section 11.3(aReturn, a “Straddle Period Tax Return”). All such Straddle Period Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, consistent in all material respects, respects with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections Company and accounting methods or conventions made or utilized by the Companies or their respective its Subsidiaries), except as required by applicable law or as a change in result of the transactions contemplated by Sections 6.19 and 6.20.
(c) With respect to each Pre-Closing Period Tax Return that relates to income Taxes (a “Pre-Closing Period Income Tax Return”), Seller shall file (or cause to be filed) such Pre-Closing Period Income Tax Return, and shall pay (or cause to be paid) to the applicable Law or regulationsTax Authority an amount equal to the Taxes shown to be due and payable on the face of such Pre-Closing Period Income Tax Return. The Seller shall provide Buyer shall deliver all with copies of such Pre-Closing Period Income Tax Returns within ten (10) days following the filing thereof. Notwithstanding anything to the contrary contained in this Agreement, with respect to any Pre-Closing Periods Period Income Tax Return, if, under applicable law, an officer or other employee of any of the Company or its Subsidiaries is required to ASC for ASC’s review at least fortysign such Pre-five Closing Period Income Tax Return, then this Section 7.3(c) shall not apply, and the provisions of Section 7.3(d) shall apply (45substituting “Pre-Closing Period Income Tax Return” each place “Pre-Closing Period Non-Income Tax Returns” appears) to the preparation and filing of such Pre-Closing Period Income Tax Return.
(d) With respect to each Pre-Closing Period Tax Return that relates to Taxes other than income Taxes (a “Pre-Closing Period Non-Income Tax Return”), no later than 30 days prior to the due date (including extensionstaking into account any valid extensions thereof) for the filing (“Due Date”) of any such Pre-Closing Period Non-Income Tax Return, Seller shall submit, or cause to be submitted, to Buyer, for its review, a draft of such Pre-Closing Period Non-Income Tax Return. Within ten (10) days following Buyer’s receipt of the draft of such Pre-Closing Period Non-Income Tax Return, Buyer shall have the right to reasonably object to such Pre-Closing Period Non-Income Tax Return (by written notice to the Seller). If ASC disputes any item on Buyer does not object by written notice to Seller within such time period, such Pre-Closing Period Non-Income Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 7.3(d). If Buyer objects to such Pre-Closing Period Non-Income Tax Return, it shall notify the Buyer Seller of such disputed item (or items) (in such written notice) and the basis for its objection. The parties objection and Buyer and Seller shall act in good faith to resolve any such dispute prior as promptly as practicable. If Buyer and Seller cannot reach agreement regarding such dispute, the dispute shall be presented to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed itemIndependent Accountant, the item in question whose determination shall be resolved by an independent accounting firm mutually acceptable binding upon both Buyer and Seller, provided, however, that Buyer and Seller shall require the Independent Accountant to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer.
make a determination within ten (c10) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days but in no event later than five (5) days prior to the Due Date for the filing of such Pre-Closing Period Non-Income Tax Return. With respect to each Pre-Closing Period Non-Income Tax Return, no later than three (3) days prior to the Due Date of such Pre-Closing Period Non-Income Tax Return, Seller shall pay to Buyer, in immediately available funds, an amount equal to the total liability for Taxes shown to be due date and payable on the face of such Pre-Closing Period Non-Income Tax Return (including extensionsas finally determined pursuant to this Section 7.3). Subject to the immediately preceding sentence, Buyer shall cause the Company or applicable Subsidiary (as the case may be) to timely and duly file such Pre-Closing Period Non-Income Tax Return and to timely pay to the applicable Tax Authority an amount equal to the total liability for Taxes shown to be due and payable on the face of such Pre-Closing Period Non-Income Tax Return, and shall provide Seller with evidence, reasonably satisfactory to Seller, of such filing and payment as promptly as practicable. Nothing contained in this Section 7.3(d) shall be interpreted as limiting the Buyer Indemnified Parties’ rights to indemnification from Seller pursuant to Section 7.8; provided, however, that notwithstanding anything else in this Agreement, Seller shall not be required to indemnify the Buyer Indemnified Parties to the extent of any Losses attributable to Buyer’s failure to satisfy its obligations in the immediately preceding sentence.
(e) With respect to each Straddle Period Tax Return, no later than thirty (30) days prior to the Due Date for the filing of such Straddle Period Tax Return, Seller shall submit, or cause to be submitted, to Buyer, for its review, a draft of such Straddle Period Tax Return, and shall notify Buyer of Seller’s calculation of the Taxes of such Straddle Period allocated to the Pre-Closing Portion and Post-Closing Portion of such Straddle Period (in accordance with Section 7.4). Within ten (10) days following Buyer’s receipt of the draft of such Straddle Period Tax Return (and the calculation of Taxes allocated to the Pre-Closing Portion and the Post-Closing Portion of such Straddle Period), Buyer shall have the right to reasonably object to such Straddle Period Tax Return or calculations by written notice to Seller. If Buyer does not object by written notice to Seller within 15 days after the date hereof such time period, whichever is later, provided that any such Straddle Period Tax Return that is due within 15 days after the date hereof and calculations shall be delivered deemed to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) have been accepted and agreed upon for purposes of such Tax Returnthis Section 7.3(e). If the Buyer disputes any item on a objects to such Straddle Period Tax Return delivered pursuant to the preceding sentenceand/or such calculations, it shall notify ASC Seller of such disputed item (or items) in such written notice and the basis for its objection. The parties objection and Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If Buyer and Seller cannot reach agreement regarding such dispute, the dispute shall be presented to the Independent Accountant, whose determination shall be binding upon both Buyer and Seller; provided, however, that Buyer and Seller shall require the Independent Accountant to make a determination within ten (10) days but in no event later than five (5) days prior to the date Due Date for the filing of such Straddle Period Tax Return. With respect to each Straddle Period Tax Return, no later than three (3) days prior to the Due Date of such Straddle Period Tax Return, Seller shall pay to Buyer, in immediately available funds, an amount equal to the amount of Taxes for such Straddle Period shown to be due and payable on which the face of such Straddle Period Tax Return is that are allocable to the Pre-Closing Portion of the Straddle Period (as finally determined pursuant to this Section 7.3(e)). Subject to the immediately preceding sentence, Buyer shall cause the Company or applicable Subsidiary (as the case may be) to timely and duly file such Straddle Period Tax Return and to timely pay to the applicable Tax Authority an amount equal to the total liability for Taxes shown to be due and payable on the face of such Straddle Period Tax Return and shall provide Seller with evidence, reasonably satisfactory to Seller, of such filing and payment as promptly as practicable. Nothing contained in this Section 7.3(e) shall be interpreted as limiting the Buyer Indemnified Parties’ rights to indemnification from Seller or the Seller Indemnified Parties’ rights to indemnification from Buyer pursuant to Section 7.8, provided, however, that notwithstanding anything else in this Agreement, Seller shall not be required to be filed. If indemnify the parties cannot resolve Buyer Indemnified Parties to the extent of any disputed itemLosses attributable to Buyer’s failure to satisfy its obligations in the immediately preceding sentence.
(f) Notwithstanding anything to the contrary contained in this Agreement, the item in question each Party shall be resolved by an independent accounting firm mutually acceptable to ASC responsible for its own costs and the Buyer. The fees expenses incurred in connection with this Section 7.3; provided, however, that all costs and expenses of such accounting firm the Independent Accountant shall be borne equally paid fifty percent (50%) by ASC Buyer and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(cfifty percent (50%) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Dateby Seller.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Plains All American Pipeline Lp)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to each of the Companies and their respective Subsidiaries Company for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies and their respective Subsidiaries Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective SubsidiariesCompany), except as required by a change in the applicable Law law or regulations.
(b) The Buyer Purchasers shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC in Section 11.3(a11.03(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies or their respective Subsidiaries Company (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective SubsidiariesCompany), except as required by a change in the applicable Law law or regulations. The Buyer Purchasers shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s 's review at least forty-five (45) days prior to the due date (including extensions) of any such Tax Return. If ASC disputes any item on such Tax Return, it shall notify the Buyer Purchasers of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the BuyerPurchasers. The fees and expenses of such accounting firm shall be borne equally by ASC and the BuyerPurchasers.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for To the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or extent not filed prior to the Closing Date, but only Purchaser shall prepare (or cause to be prepared) all Tax Returns of the extent Company and the Company Subsidiaries for any taxable period ending on or before the Closing Date (including the consolidated Federal income Tax of the affiliated group (within the meaning of Section 1504 of the Code) of which the Company is the common parent and any similar state or local Tax Returns) (each such period, a “Pre-Closing Period” and such Tax Returns are required to be filed Returns, the “Pre-Closing Tax Returns”) and for any taxable period beginning on or prior to before and ending after the Closing DateDate (each such period, a “Straddle Period” and such Tax Returns, the “Straddle Tax Returns”). All such Pre-Closing Tax Returns shall be prepared and filed in a manner that is consistent, consistent in all material respects, respects with the prior practice of the Companies Company and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Company Subsidiaries), except as required by a change in the applicable Law or regulations.
(b) The Buyer shall prepare and timely file or cause the Companies or their respective Subsidiaries Law. With respect to prepare and timely file all any Tax Returns required Return to be filed after the Closing Date other by Purchaser pursuant to this Section 7.3, no later than Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s review at least forty-five (45) 45 days prior to the due date (including extensionstaking into account any valid extensions thereof) (“Due Date”) for the filing of any such Tax Return. If ASC disputes any item on such Tax Return, Purchaser shall submit, or cause to be submitted, a draft of such Tax Return to Seller for its review, including, in the case of any Straddle Tax Return, calculations of the Taxes allocated to Seller pursuant to Section 7.4. Within 20 days following Seller’s receipt of the draft of such Tax Return, Seller shall have the right reasonably to object by written notice to Purchaser to the information contained in such Tax Return and calculations. If Seller does not so object within such time period, such Tax Return and calculations shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 7.3. If Seller objects to such Tax Return and calculations, it shall notify the Buyer Purchaser of such disputed item (or items) and the basis for of its objection. The parties objection in reasonable detail (in such written notice), and Purchaser and Seller shall act in good faith to resolve any such dispute prior as promptly as practicable. If Purchaser and Seller cannot reach agreement regarding such dispute, the dispute shall be presented to the date on which Accountants selected in accordance with the Tax Return provisions set forth in Section 1.4(c), whose determination that Seller’s position is required “more likely than not” to be filed. If the parties cannot resolve any disputed item, the item in question prevail shall bind both Purchaser and Seller (and Seller’s position shall be resolved by an independent accounting firm mutually acceptable used if it “is more likely than not” to ASC prevail; provided, however, that Purchaser and Seller shall require the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer.
(c) ASC shall deliver Accountants to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies make a determination that are Seller’s position “is more likely than not” to be filed on or prior to the Closing Date at least 45 prevail within 10 days but in no event later than 5 days prior to the due date (including extensions) of any such Tax Return or within 15 days after Due Date for the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) filing of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute No later than 3 days prior to the date on which the Due Date of any Tax Return is required to be filedfiled by Purchaser pursuant to this Section 7.3, Seller shall pay to Purchaser, in immediately available funds, that amount of the total liability for Taxes shown to be due and payable on such Tax Return allocated to Seller pursuant to Section 7.4 as finally determined pursuant to this Section 7.3. If Subject to the parties cannot resolve any disputed itemimmediately preceding two sentences, Purchaser shall cause the item in question Company or applicable Company Subsidiary (as the case may be) to timely and duly file such Pre-Closing or Straddle Tax Return and to timely pay to the applicable Tax Authority an amount equal to the total liability for Taxes shown to be due and payable on such Tax Return. Seller shall be resolved by an independent accounting firm mutually acceptable to ASC and responsible for the Buyer. The fees reasonable out-of-pocket costs and expenses of such accounting firm Purchaser Indemnitees incurred in connection with the preparation and filing of all Pre-Closing or Straddle Tax Returns; provided, however, that all costs and expenses of the Accountants shall be borne equally paid fifty percent by ASC Purchaser and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Datefifty percent by Seller.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to To the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or extent not filed prior to the Closing Date, but only Seller shall prepare (or cause to be prepared) all Tax Returns of Altama and its Subsidiaries for any taxable period ending on or before December 31, 2007 (including the extent consolidated Federal income Tax of the affiliated group (within the meaning of Section 1504 of the Code) of which Seller is the common parent and any similar state or local Tax Returns) (each such period, a “Pre-Closing Period” and such Tax Returns are required to be filed on or prior to Returns, the “Pre-Closing DateTax Returns”). All such Pre-Closing Tax Returns shall be prepared with respect to Altama and filed its Subsidiaries in a manner that is consistent, consistent in all material respects, respects with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries)Seller, except as required by a change in the applicable Law law, subject to Buyer’s review and approval (which approval shall not be unreasonably withheld or regulations.
(b) The Buyer shall prepare and timely file or cause the Companies or their respective Subsidiaries to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC in Section 11.3(adelayed). All such Tax Returns with respect In order to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASCpermit Buyer’s review at least forty-five and approval, no later than thirty (4530) days prior to the due date (including extensionstaking into account any valid extensions thereof) (“Due Date”) for the filing of any such Tax Return. If ASC disputes any item on such Tax Return, it Seller shall notify the Buyer submit, or cause to be submitted, a draft of such disputed item Pre-Closing Tax Return to Buyer. Buyer shall have fifteen (or items15) and the basis for its objection. The parties shall act days to object to Seller in good faith to resolve any such dispute prior writing to the date on which filing of Pre-Closing Tax Return, provided that it may not object unless the Pre-Closing Tax Return is Returns are not prepared in a manner consistent in all material respects with the prior practice of Seller, except as required by applicable law. Any such written objection shall contain a reasonably detail statement of the failure to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyerso comply.
(cii) ASC Buyer shall deliver to Buyer for its review any sales use, real property, transfer or other non-income prepare all Tax Returns of the Companies that are to be filed Altama and its Subsidiaries for any taxable period beginning on or prior to before the Closing Date at least 45 and ending after December 31, 2007 (each such period, a “Straddle Period” and such Tax Returns, the “Straddle Tax Returns”), subject to Seller’s review and approval (which approval shall not be unreasonably withheld or delayed). In order to permit Seller’s review and approval, no later than thirty (30) days prior to the due date (including extensions) of any such Tax Return or within 15 days after Due Date for the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) filing of such Tax Return. If the , Buyer disputes any item on shall submit, or cause to be submitted, a draft of such Tax Return delivered to Seller, including, in the case of any Straddle Tax Return, calculations of the Taxes allocated to Seller pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the BuyerSection 7(c). Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing Parties do not anticipate any Straddle Tax Returns that are due (including extensions) on or prior to since the Closing Dateis occurring on the last day of the tax year for Seller and Altama and its Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Phoenix Footwear Group Inc)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC The Company shall prepare and timely file (or cause to be responsible for the preparation prepared and filing of (i) timely filed), all income Tax Returns with respect for all Pre-Closing Periods (including estimated Tax Returns) required to be filed by the Companies and their respective Subsidiaries for any Tax period ending Company on or prior to the Closing Date and the Sellers' Representative shall prepare and timely file (iior cause to be prepared and timely filed) all non-U.S. federal income Tax Returns with respect to of the Companies and their respective Subsidiaries Company for any Tax period ending on or prior to the all Pre-Closing Date, but only to the extent Periods (such Tax Returns are required to be filed on or prior to Returns, the "Pre-Closing DatePeriod Tax Returns"). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries)Company, except as required by a change applicable Law. The Company shall pay or shall cause to be paid all Taxes due and payable in respect of all such Pre-Closing Period Tax Returns, except for Taxes subject to indemnification under Section 10.1(a). The Purchaser shall have the applicable Law right to review such Pre-Closing Tax Returns, to the extent such Pre-Closing Tax Returns contain any item that could affect the Taxes of the Company or regulationsthe Purchaser in any post-Closing period.
(b) The Buyer Purchaser shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file file, (i) all Tax Returns for all Pre-Closing Periods required to be filed by the Company after the Closing Date (except for all U.S. federal income Tax Returns of the Company for all Pre-Closing Periods, which shall be prepared and filed by the Sellers' Representative pursuant to Section 10.3(a)) and (ii) all Tax Returns required to be filed after by the Closing Date other than Company for all Straddle Periods (such Tax Returns described as in (ii), the responsibility of ASC in Section 11.3(a"Straddle Period Tax Returns"). All such Straddle Period Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries)Company, except as required by a change in the applicable Law Law. If any Taxes relating to a Straddle Period (or regulations. The Buyer any portion thereof) are subject to indemnification under Section 10.1(a), the Purchaser shall deliver all such drafts of the relevant Straddle Period Tax Returns with respect Return to Pre-Closing Periods to ASC the Sellers' Representative for ASC’s its review at least forty-five ten (4510) days prior to the due date (including extensions) of any such Tax ReturnReturn (taking into account valid extensions) and shall notify the Sellers' Representative of the Purchaser's calculation of the Sellers' share of the Taxes of the Company for any such Straddle Period (determined in accordance with Section 10.1(b)); provided, however, that such drafts of any such Straddle Period Tax Return and such calculations of the Sellers' share of the Tax liability for such Straddle Period (determined in accordance with Section 10.1(b)) shall be subject to the Sellers' Representative's review and approval, which approval shall not be unreasonably withheld or delayed. If ASC the Sellers' Representative disputes any item on such Tax Return, it shall notify the Buyer Purchaser (by written notice within ten (10) days of receipt of the Purchaser's calculation) of such disputed item (or items) and the basis for its objection. If the Sellers' Representative does not object by written notice within such period, the Purchaser's calculation of the Sellers' share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof. The parties hereto shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed; provided, however, that notwithstanding anything to the contrary in this Section 10.3(b), the Purchaser shall have the right to timely file such Tax Return and shall amend such Tax Return to the extent any disputed item is resolved in a manner inconsistent therewith. If the parties hereto cannot resolve any disputed itemitem within a fifteen (15) day period after delivery of notice of the dispute, the item in question shall be resolved by an independent a nationally recognized certified public accounting firm, excluding the primary certified public accounting firm mutually acceptable to ASC of the Purchaser and the BuyerCompany, or any other accounting firm reasonably accountable to the Sellers' Representative and the Purchaser (the "Independent Auditor"), which shall be selected as promptly as practicable, but in no event later than ten (10) days following the expiration of such fifteen (15) day period. In the event that the Sellers' Representative and the Purchaser cannot agree on the Independent Auditor within the ten (10) day period, the selection of the Independent Auditor shall be made in the following manner: the Purchaser shall, within ten (10) days after the expiration on the 10-day period set forth above, deliver to the Sellers' Representative a list of three (3) nationally recognized certified public accounting firms, together with the name of the partner at each firm who will be responsible for handling the firm's engagement from which list the Sellers' Representative shall select one (1) firm within ten (10) days after their receipt of the Purchaser's list. The Independent Auditor shall have up to thirty (30) days after its appointment to resolve the disputes submitted to it. The fees and expenses of such accounting firm the Independent Auditor shall be borne equally (i) fifty percent (50%) by ASC the Sellers and (ii) fifty percent (50%) by the Buyer.
Purchaser. No later than five (c5) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) filing of such Tax Return, the Sellers' Representative shall pay the Purchaser in immediately available funds the amount of the Sellers' share of the Tax liability for the Straddle Period determined under this Section 10.3(b). If the Buyer disputes any item on a Tax Return delivered pursuant Subject to the preceding sentencesentence and Section 10.1, it the Purchaser shall notify ASC of such disputed item (pay or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required cause to be filed. If the parties cannot resolve any disputed item, the item paid all Taxes due and payable in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses respect of all such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Straddle Period Tax Returns that are due (including extensions) on or prior to the Closing DateReturns.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC MRG shall prepare and timely file (or cause to be responsible for the preparation prepared and filing of (itimely filed) all income Tax Returns with respect required by Law to be filed by the Companies and their respective Subsidiaries Company for any Tax period taxable years ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to Returns, the “Pre-Closing DatePeriod Tax Returns”). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries)practices, except as required by a change applicable Law. If any such Pre-Closing Period Tax Returns are due after the Closing, MRG shall submit drafts of such returns (including the portion of any Tax Return that relates to the Company for any Company Group of which the Company is not the parent) to Parent for its review at least ten (10) days prior to the due date of any such Tax Return (taking into account valid extensions); provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to Parent’s review and approval within ten days (10) of receipt of such Tax Return, which approval shall not be unreasonably withheld or delayed. Parent shall cause the Company to, and shall use reasonable efforts to cause MotorCity to, furnish information to MRG, as requested in the applicable Law or regulationswriting by MRG, to allow MRG to satisfy their respective obligations under this Section 9.02(a) and Section 9.04(b).
(b) The Buyer Parent shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file all Tax Returns required by Law to be filed after by such entities for all Straddle Periods (such Tax Returns, which shall include the Closing Date other than portion of any Tax Return that relates to the Company for any Company Group of which the Company is not the Parent, the “Straddle Period Tax Returns”). Parent shall deliver drafts of all such Straddle Period Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC MRG for ASC’s its review at least forty-five ten (4510) days prior to the due date (including extensions) of any such Tax ReturnReturn (taking into account valid extensions) and shall notify MRG of Parent’s calculation of their share of the Taxes for such Straddle Period (determined in accordance with Section 9.01(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of MRG’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.01(b)) shall be subject to MRG’s review and approval, which approval shall not be unreasonably withheld or delayed. If ASC disputes MRG shall dispute any item on such Tax Return, it shall notify the Buyer Parent (by written notice within ten (10) days of receipt of Parent’s calculation) of such disputed item (or items) and the basis for its objection. If MRG does not object by written notice within such period, Parent’s calculation of MRG’s share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof.
(c) The parties Parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties Parties cannot resolve any disputed item, the item in question shall be resolved by an a nationally recognized independent accounting firm mutually acceptable to ASC chosen by the MRG and Parent, or if MRG and Parent cannot agree, mutually chosen by their accounting firms (the Buyer“Independent Accounting Firm”), as promptly as practicable. The fees and expenses of such accounting firm the Independent Accounting Firm shall be borne apportioned and paid equally by ASC MRG and the BuyerParent.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to To the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or extent not filed prior to the Closing Date, but only Seller shall prepare (or cause to be prepared) all Tax Returns of Royal Xxxxxxx for any taxable period ending on or before the extent Closing Date (including the consolidated Federal income Tax of the affiliated group (within the meaning of Section 1504 of the Code) of which Seller is the common parent and any similar state or local Tax Returns) (each such period, a “Pre-Closing Period” and such Tax Returns are required to be filed on or prior to Returns, the “Pre-Closing DateTax Returns”). All Pre-Closing Tax Returns shall be prepared in a manner that is consistent in all material respects with the prior practice of Seller, except as required by applicable law and copies of such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries provided to Buyer within thirty (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries), except as required by a change in the applicable Law or regulations30) days after filing.
(bii) The Buyer shall prepare and timely file or cause the Companies or their respective Subsidiaries to prepare and timely file all Tax Returns required to be filed of Royal Xxxxxxx for any taxable period beginning on or before the Closing Date and ending after the Closing Date other than (each such period, a “Straddle Period” and such Tax Returns described as Returns, the responsibility of ASC in Section 11.3(a“Straddle Tax Returns”), subject to Seller’s review and approval (which approval shall not be unreasonably withheld or delayed). All such Tax Returns with respect In order to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASCpermit Seller’s review at least forty-five and approval, no later than thirty (4530) days prior to the due date (including extensionstaking into account any valid extensions thereof) (“Due Date”) for the filing of any such Tax Return. If ASC disputes any item on such Tax Return, it Buyer shall notify the Buyer of such disputed item (submit, or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required cause to be filed. If the parties cannot resolve any disputed itemsubmitted, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses a draft of such accounting firm shall be borne equally by ASC and the Buyer.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return to Seller, including, in the case of any Straddle Tax Return, calculations of the Taxes allocated to Seller pursuant to Section 9(c). Buyer shall not nor shall it permit Royal Xxxxxxx to, except to the extent contrary to the law or within 15 days after applicable regulations, take any position in the date hereof , whichever is later, provided Straddle Tax Returns inconsistent with that any such taken in a Pre-Closing Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely Seller has filing any Tax Returns that are due (including extensions) on or prior to the Closing Dateresponsibility.
Appears in 1 contract
Samples: Stock Purchase Agreement (Phoenix Footwear Group Inc)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to the Companies and their respective Subsidiaries Company for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective SubsidiariesCompany), except as required by a change in the applicable Law law or regulations. ASC shall deliver to Buyer a preliminary draft of all such Tax Returns with respect to Pre-Closing Periods for Purchaser’s review at least 15 days prior to the due date of such Tax Return for its review and approval, not to be unreasonably withheld.
(b) The Buyer Purchasers shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries Company (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective SubsidiariesCompany), except as required by a change in the applicable Law law or regulations. The Buyer Purchasers shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s review at least forty-five thirty (4530) days prior to the due date (including extensions) of any such Tax Return. If ASC disputes any item on such Tax Return, it shall notify the Buyer Purchasers of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the BuyerPurchasers. The fees and expenses of such accounting firm shall be borne equally by ASC and the BuyerPurchasers.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) Seller shall prepare and timely file or cause the Company to prepare and timely file (including extensions) all income Tax Returns with respect to the Companies and their respective Subsidiaries Company for any Tax period ending on or prior to the Pre-Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only Period to the extent such Tax Returns are required to be filed on or prior to the Closing DateDate and shall pay or cause to be paid all Taxes reflected thereon. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies and their respective Subsidiaries Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective SubsidiariesCompany), except as required by a change in the applicable Law or regulationsregulations or as consented to by Buyer. Seller shall deliver all such Tax Returns to Buyer for Buyer’s review at least twenty (20) days prior to the due date (including extensions) of any such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer.
(bii) The Buyer shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file (including extensions) all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC in Section 11.3(a)Date. All Any such Tax Returns with respect Return that relates to a Pre-Closing Periods Period shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries Company (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective SubsidiariesCompany), except as required by a change in the applicable Law or regulationsregulations or as consented to by Seller. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC Seller for ASCSeller’s review and approval at least forty-five twenty (4520) days prior to the due date (including extensions) of any such Tax Return; provided, however, that Buyer may cause the Company to elect to be treated as a REIT on any such Tax Return; provided, further, that, in any such case, Buyer shall be subject to, among other things, the tax refund provision of Section 5.12(b). If ASC Seller disputes any item on such Tax Return, it shall notify the Buyer of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC Seller and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC Seller and the Buyer.
. No later than five (c5) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof thereof, whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof Seller shall be delivered pay to Buyer as soon as reasonably practicable, but in any event prior that amount equal to the due date (including extensions) portion of such Taxes which relates to Pre-Closing Periods, except to the extent that such Taxes are both (i) reflected in the Closing Balance Sheet as an accrued and payable Tax Return. If liability or in the Buyer disputes any item on reserve for such a Tax Return delivered pursuant liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Final Closing Balance Sheet and (ii) included in the calculation of the Final Net Assets. For purposes of the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question Taxes shall be resolved by an independent accounting firm mutually acceptable to ASC and allocated in the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing manner set forth in this Section 11.3(c5.12(a)(ii) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Datehereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Health Care Property Investors Inc)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) all income Tax Returns with respect to the Companies Company and their respective its Subsidiaries for any Tax period ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies Company and their respective its Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies Company and their respective its Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies Company and their respective its Subsidiaries), except as required by a change in the applicable Law or regulations.
(b) The Buyer Purchasers shall prepare and timely file or cause the Companies Company or their respective its Subsidiaries to prepare and timely file all Tax Returns required to be filed after the Closing Date other than Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies Company or their respective its Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies Company or their respective its Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer Purchasers shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC for ASC’s review at least forty-five (45) days prior to the due date (including extensions) of any such Tax Return. If ASC disputes any item on such Tax Return, it shall notify the Buyer Purchasers of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the BuyerPurchasers. The fees and expenses of such accounting firm shall be borne equally by ASC and the BuyerPurchasers.
(c) ASC shall deliver to Buyer Purchasers for its their review any sales use, real property, transfer or other non-income Tax Returns of the Companies Company that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer Purchasers as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes Purchasers dispute any item on a Tax Return delivered pursuant to the preceding sentence, it they shall notify ASC of such disputed item (or items) and the basis for its their objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the BuyerPurchasers. The fees and expenses of such accounting firm shall be borne equally by ASC and the BuyerPurchasers. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies Company from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC MRG shall prepare and timely file (or cause to be responsible for the preparation prepared and filing of (itimely filed) all income Tax Returns with respect required by Law to be filed by the Companies and their respective Subsidiaries Company for any Tax period taxable years ending on or prior to the Closing Date and (ii) all non-income Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to Returns, the "Pre-Closing DatePeriod Tax Returns"). All such Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent, in all material respects, consistent with the prior practice of the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries)practices, except as required by a change applicable Law. If any such Pre-Closing Period Tax Returns are due after the Closing, MRG shall submit drafts of such returns (including the portion of any Tax Return that relates to the Company for any Company Group of which the Company is not the parent) to Parent for its review at least ten (10) days prior to the due date of any such Tax Return (taking into account valid extensions); provided, however, that such drafts of any such Pre-Closing Period Tax Return shall be subject to Parent's review and approval within ten days (10) of receipt of such Tax Return, which approval shall not be unreasonably withheld or delayed. Parent shall cause the Company to, and shall use reasonable efforts to cause MotorCity to, furnish information to MRG, as requested in the applicable Law or regulationswriting by MRG, to allow MRG to satisfy their respective obligations under this Section 9.02(a) and Section 9.04(b).
(b) The Buyer Parent shall prepare and timely file or cause the Companies or their respective Subsidiaries Company to prepare and timely file all Tax Returns required by Law to be filed after by such entities for all Straddle Periods (such Tax Returns, which shall include the Closing Date other than portion of any Tax Return that relates to the Company for any Company Group of which the Company is not the Parent, the "Straddle Period Tax Returns"). Parent shall deliver drafts of all such Straddle Period Tax Returns described as the responsibility of ASC in Section 11.3(a). All such Tax Returns with respect to Pre-Closing Periods shall be prepared and filed in a manner that is consistent, in all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiaries), except as required by a change in the applicable Law or regulations. The Buyer shall deliver all such Tax Returns with respect to Pre-Closing Periods to ASC MRG for ASC’s its review at least forty-five ten (4510) days prior to the due date (including extensions) of any such Tax ReturnReturn (taking into account valid extensions) and shall notify MRG of Parent's calculation of their share of the Taxes for such Straddle Period (determined in accordance with Section 9.01(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of MRG's share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.01(b)) shall be subject to MRG's review and approval, which approval shall not be unreasonably withheld or delayed. If ASC disputes MRG shall dispute any item on such Tax Return, it shall notify the Buyer Parent (by written notice within ten (10) days of receipt of Parent's calculation) of such disputed item (or items) and the basis for its objection. If MRG does not object by written notice within such period, Parent's calculation of MRG's share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof.
(c) The parties Parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties Parties cannot resolve any disputed item, the item in question shall be resolved by an a nationally recognized independent accounting firm mutually acceptable to ASC chosen by the MRG and Parent, or if MRG and Parent cannot agree, mutually chosen by their accounting firms (the Buyer"Independent Accounting Firm"), as promptly as practicable. The fees and expenses of such accounting firm the Independent Accounting Firm shall be borne apportioned and paid equally by ASC MRG and the BuyerParent.
(c) ASC shall deliver to Buyer for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of such Tax Return. If the Buyer disputes any item on a Tax Return delivered pursuant to the preceding sentence, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (MGM Mirage)
Preparation and Filing of Tax Returns and Payment of Taxes. (a) ASC shall be responsible for the preparation and filing of (i) The Company shall prepare or cause to be prepared all income Tax Returns with respect to of the Acquired Companies and their respective Subsidiaries for any all Tax period periods ending on or prior to before the Closing Date and (ii) all nonthe “Pre-income Closing Tax Returns with respect to the Companies and their respective Subsidiaries for any Tax period ending on or prior to the Closing Date, but only to the extent such Tax Returns are required to be filed on or prior to the Closing DatePeriods”). All such Tax Returns shall be prepared and filed in a manner that is consistentconsistent with prior practice, in all material respects, with the unless such prior practice of is not in accordance with applicable Legal Requirements. In preparing such Tax Returns, the Companies and their respective Subsidiaries (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Companies and their respective Subsidiaries), except as required by a change in the applicable Law or regulations.
(b) The Buyer Company shall prepare and timely file make or cause the Companies or their respective Subsidiaries to prepare and timely file all Tax Returns required to be filed after made the Closing Date other than Tax Returns safe harbor election described as the responsibility of ASC in Section 11.3(a). All such Tax Returns IRS Revenue Procedure 2011-29 with respect to Preany “success-Closing Periods shall be prepared and filed based fee” described in a manner that is consistent, in Treasury Regulation Section 1.263(a)-5(f) relating to the Contemplated Transactions. At least 20 Business Days before the due date (taking into account all material respects, with the prior practice of the Companies or their respective Subsidiaries (including prior Tax elections and accounting methods or conventions made or utilized by the Companies or their respective Subsidiariesextensions granted), except as required by a change in the applicable Law or regulations. The Buyer Company shall deliver or cause to be delivered to the Seller Representative all such Tax Returns with respect to Pre-Closing Periods to ASC for ASCSeller Representative’s review at least forty-five (45) days prior to filing. Within 5 Business Days after receiving a copy of each such Tax Return, Seller Representative shall notify the due date (including extensions) Company whether or not it has any reasonable objections to such Tax Return or the contents thereof. If the Seller Representative objects to the Company’s proposed Tax Return and/or the contents thereof, Seller Representative shall provide a notice of any such objection together with a statement describing in reasonable detail the basis for such objection within such 10 days after receiving such Tax Return. If ASC disputes any item on The Company will make such changes to such Tax ReturnReturn as the Seller Representative reasonably determines necessary or appropriate, it shall notify but only to the Buyer of extent that such disputed item (or items) changes are in accordance with applicable Legal Requirements and consistent with prior Company practice. If Seller Representative and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the Tax Return is required to be filed. If the parties Company cannot resolve any disputed itemthe dispute regarding the proposed Tax Return and/or the contents thereof, the item in question Independent Accountant shall be resolved by an independent accounting firm mutually acceptable to ASC and resolve such dispute within a reasonable time, taking into account the Buyer. The fees and expenses of such accounting firm shall be borne equally by ASC and the Buyer.
(c) ASC shall deliver to Buyer deadline for its review any sales use, real property, transfer or other non-income Tax Returns of the Companies that are to be filed on or prior to the Closing Date at least 45 days prior to the due date (including extensions) of any such Tax Return or within 15 days after the date hereof , whichever is later, provided that any such Tax Return that is due within 15 days after the date hereof shall be delivered to Buyer as soon as reasonably practicable, but in any event prior to the due date (including extensions) of filing such Tax Return. If Such resolution shall be binding on each of the Buyer disputes any item parties hereto, and Sellers, collectively, on a Tax Return delivered pursuant to the preceding sentenceone hand, it shall notify ASC of such disputed item (or items) and the basis for its objection. The parties Company, on the other hand, shall act in good faith to resolve any such dispute prior to each pay one-half of the date on which the Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to ASC and the Buyer. The fees and expenses cost of such accounting firm shall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shall prevent ASC or the Companies from timely filing any Tax Returns that are due (including extensions) on or prior to the Closing Date.the
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass Diversified Holdings)
