Preparation and Filing of Tax Returns. Pfizer shall prepare and ---------------------------------------- timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (i) are required to be filed (taking into account extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. Any such Tax Returns that include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by Purchaser for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), Purchaser shall deliver, at --------------- least 30 days prior to the due date for the filing of such Tax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of such Tax Return. Pfizer shall have the right to review such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contrary, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(i). (ii)
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Energizer Holdings Inc)
Preparation and Filing of Tax Returns. Pfizer shall ChoicePoint will prepare and ---------------------------------------- timely file or shall will cause to be prepared and timely filed all federalappropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Conveyed Companies Xxxxxx Entities and the Asset Selling Corporations, their assets and or activities that (ia) are required to be filed (taking into account extensions) on or before the Closing Date; date hereof or (iib) are required to be filed (taking into account extensions) after the Closing Date date hereof and (Ai) are Consolidated Tax Returns of Pfizer and its Affiliates; or (Bii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (Cy) are any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be filed by an Asset Selling Corporationthe sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. Purchaser shall LabOne will prepare or cause to be prepared and shall will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Conveyed CompaniesXxxxxx Entities), or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. Any such Tax Returns that include periods ending on or before the Closing Date date hereof or that include the activities of any of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) Xxxxxx Entities prior to the Closing Date shalldate hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing DateXxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business)Xxxxxx Entities, unless Pfizer ChoicePoint or PurchaserLabOne, as the case may be, concludes that there is no reasonable basis for such position. With respect to Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return required referred to in the preceding sentence shall be filed borne by Purchaser for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), Purchaser shall deliver, at --------------- least 30 days prior ChoicePoint Entities and LabOne in proportion to the due date their responsibility for the filing of such Tax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of Taxes reported on such Tax Return, whether or not previously paid. Pfizer shall have the right to review such Tax Return and statement prior to the filing None of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of LabOne or its Affiliates shall will file any amended Tax Returns for any periods for or in respect of the Conveyed Companies Xxxxxx Entities with respect to which Purchaser LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) 10.1 without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contrary, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(i). (ii)ChoicePoint.
Appears in 1 contract
Preparation and Filing of Tax Returns. Pfizer shall prepare and ---------------------------------------- timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (i) are required to be filed (taking into account extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser Parent shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of for the Conveyed Companies, or in respect of their assets or activities or Company and its Subsidiaries that are required to be filed after the Closing Date Date. Parent shall provide Stockholders’ Representative with respect a draft of each such Tax Return that relates to a Pre-Closing Tax Period (or a pro-forma Tax Return solely related to the Purchased Assets or the Business. Any such Tax Returns that include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be on a basis consistent with the last previous such Tax Returns filed Company and its Subsidiaries in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may beof any consolidated, concludes that there is no reasonable basis for such position. With respect to any combined, affiliated or unitary Tax Return required to be filed by Purchaser for a taxable period that includes Parent or any of its respective Affiliates) at least thirty (but does not end on30) the Closing Date (a "Straddle Period"), Purchaser shall deliver, at --------------- least 30 calendar days prior to the due earlier of the date for the of filing of such Tax Return or the last date for timely filing such Tax Return (taking into account extensions), giving effect to Pfizer any valid extensions thereof) accompanied by a statement setting forth the amount of Tax for which Pfizer is responsible Stockholders’ and Optionholders’ indemnification obligation, if any, pursuant to Sections 7.4(g) and a copy of such Tax ReturnSection 10.6. Pfizer shall have the right to review Each such Tax Return shall be prepared in a manner consistent with the past practices of the Company, unless otherwise required by applicable Law, and statement prior Parent shall make such revisions to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising Returns as a result are reasonably requested by Stockholders’ Representative within fifteen (15) calendar days of Pfizer's review its receipt of such Tax Return and statement and mutually to consent to the filing of extent such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns comments would not increase Parent’s direct or indirect liability for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that Parent shall cause any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes amounts shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) Returns to be timely remitted to the contraryapplicable Governmental Authority and, provided subject to Section 9.5(b), shall be reimbursed by the Stockholders and Optionholders to the extent indemnified for such Taxes pursuant to Section 10.6. The reasonable costs of preparing such a Tax Return shall be prepared apportioned between Parent, on the one hand, and filed the Stockholders and Optionholders, on the other hand, based on their respective liability under such Tax Return. Parent and Company shall not take any action, or permit any action to be taken, that may prevent the tax year of the Company from ending for U.S. federal and state income Tax purposes at the end of the day on which the Closing occurs. The Parties acknowledge and agree that 100% of the Net Merger Consideration received by Stockholders and Optionholders is intended to be treated for income and all other applicable Tax purposes as consideration paid and received for the surrender of Company Stock or Stock Options as applicable and that no portion of the Net Merger Consideration shall be allocated to any non-competition, non-solicitation or other similar restricted covenant entered into by a basis Stockholder or Optionholder in connection with the Merger. The Parties shall (and shall cause any applicable Affiliates to) (i) file all relevant Tax Returns in a manner consistent with the principles set forth in this Section 7.4(g)(i). foregoing intent and (ii)) not take any position inconsistent with such intent for any Tax purpose. For the avoidance of doubt, the foregoing restrictions shall not apply to any Party’s treatment of the Net Merger Consideration solely for financial accounting purposes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Huron Consulting Group Inc.)
Preparation and Filing of Tax Returns. Pfizer shall prepare and ---------------------------------------- timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (i) are required to be filed (taking into account extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. The Purchaser shall prepare (or cause to be prepared prepared) and shall timely file (or cause to be filed timely filed) all other Tax Returns required of the Conveyed Companies, or in respect of their assets or activities or required to be filed after the Pre-Closing Date with respect to the Purchased Assets or the Business. Any such Tax Returns that include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by Purchaser for a taxable period that includes (but does not end on) the Company and each of its Subsidiaries, which Pre-Closing Date (a "Straddle Period"), Purchaser shall deliver, at --------------- least 30 days prior to the due date for the filing of such Tax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of such Tax Return. Pfizer shall have the right to review such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contrary, provided such Tax Return shall be prepared and filed on in a basis manner consistent with the principles past practices of the Company or the applicable Subsidiary, unless otherwise required by applicable Legal Requirements. The Purchaser shall, at least twenty (20) Business Days prior to filing, submit all such Pre-Closing Date Returns to the Sellers’ Representative for review and approval. The Purchaser and the Sellers’ Representative shall negotiate in good faith to resolve promptly any revisions requested by the Sellers’ Representative. In the event there remains a disagreement after thirty (30) days (or such longer period as mutually agreed between the Purchaser and the Sellers’ Representative) as to whether revisions requested by the Sellers’ Representative should be included in any such Pre-Closing Date Return, the disagreement shall be submitted to the Settlement Accountant for resolution (the expenses of which shall be shared in a manner similar to that set forth in this Section 7.4(g)(i4.1(c)). (ii)Upon the Sellers’ Representative’s approval of a Pre-Closing Date Return, or settlement thereof by the Settlement Accountant, the Sellers shall pay to the Purchaser all Taxes shown on any Pre-Closing Date Returns, to the extent that such Taxes are not included in Indebtedness and reflected in the calculation of the Closing Purchase Price or taken into account in the Purchase Price, as finally determined pursuant to Section 4.1, and the Purchaser shall pay or cause to be paid such Taxes with the appropriate Governmental Entity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Universal Technical Institute Inc)
Preparation and Filing of Tax Returns. Pfizer The Target shall prepare and ---------------------------------------- timely file prepare, or shall cause to be prepared prepared, and timely filed shall file, or cause to be filed, all federal, state, local and foreign Tax Returns in respect of, or that include, the Target or any of the Conveyed Companies and the Asset Selling Corporations, their assets and activities its Subsidiaries that (i) are required to be filed (taking into account extensions) due on or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser The Target shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. Any such Tax Returns that include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) pay prior to the Closing Date shallall Tax liabilities shown by such Tax Returns to be due. The Parent shall prepare, insofar as they relate or cause to be prepared, and shall file, or cause to be filed, all Tax Returns of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to Target and its Subsidiaries that are due after the Closing Date, be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by Purchaser for a taxable period of the Target or any of its Subsidiaries that includes (but does not end on) begins on or before and ends after the Closing Date (a "“Straddle Period"”), Purchaser the Parent shall deliver, deliver a copy of such Tax Return to the Target Stockholder Representative at --------------- least 30 calendar days prior to the due date for the filing of such Tax Return (taking into account extensionsgiving effect to any extension thereof), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of such Tax Return. Pfizer shall have the right to review such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required accompanied by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of allocation between the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared Pre-Closing Period and the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed CompaniesPost-Closing Period, in which event Purchaser shall be solely responsible for preparing accordance with the separate return for any U.S. corporation reflecting the consequences principles of such electionSection 8.6, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return. Such Tax Return notwithstanding anything in this Section 7.4(g)(iand allocation shall be final and binding on the parties hereto, unless, within thirty (30) calendar days after the date of receipt by the Target Stockholder Representative of such Tax Returns and 7.4(b) allocation, the Target Stockholder Representative delivers to the contrary, provided Parent a written request for changes to such Tax Returns or allocation. If the Target Stockholder Representative delivers such a request, then the Target Stockholder Representative and the Parent shall undertake in good faith to resolve the issues raised in such request prior to the due date (including any extension thereof) for filing such Tax Return. If the Target Stockholder Representative and the Parent are unable to resolve any issue by the earlier of (i) ten (10) calendar days after the date of receipt by the Parent of the request for changes, or (ii) ten (10) calendar days prior to the due date (including any extension thereof) for filing of the Tax Return in question, then the Target Stockholder Representative and the Parent shall engage jointly an independent accounting firm to determine the correct treatment of the item or items in dispute. Each of the Target Stockholder Representative and the Parent shall bear and pay one-half of the fees and other costs charged by such independent accounting firm. The determination of the independent accounting firm shall be prepared final and filed binding on the parties hereto. If the independent accounting firm is unable to make its determination with respect to any disputed item prior to the due date (including any extension thereof) for filing such Tax Return, then the Parent may treat the item, for purposes of filing the Tax Return, as it determines in its sole discretion, and may cause the Tax Return to be filed. However, in such a basis consistent case, the independent accounting firm shall make its determination with respect to the principles set forth in disputed items and the determination of the independent accounting firm shall control the rights of the parties under this Section 7.4(g)(i). (ii)Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mobile Storage Group Inc)
Preparation and Filing of Tax Returns. Pfizer shall prepare and ---------------------------------------- timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (i) are required to be filed (taking into account extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare (or cause to be prepared prepared) and shall file (or cause to be filed all other Tax Returns required of the Conveyed Companies, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. Any such Tax Returns that include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Businessfiled) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect to any each Tax Return required to be filed by Purchaser the Companies after the Closing Date for a taxable period that includes (but does not end on) beginning before the Closing Date Date. To the extent any Tax shown as due on such Tax Return is payable by the Sellers (a "Straddle Period"taking into account indemnification obligations hereunder), Purchaser such Tax Return shall deliver, be provided to the Sellers at --------------- least 30 thirty (30) days prior to the due date for filing such return (or, if required to be filed within thirty (30) days of the filing of such Tax Return (taking into account extensionsClosing Date, as soon as possible following the Closing Date), to Pfizer a statement setting forth ; and the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of such Tax Return. Pfizer Sellers shall have the right to review such Tax Return and statement prior consent to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding If the Sellers dispute any provision item on such Tax Return, they shall notify Purchaser of this Agreementsuch disputed item (or items) and the basis for their objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant 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 of international reputation mutually acceptable to Purchaser mayand Sellers (the “Independent Accounting Firm”). The parties shall cause the Independent Accounting Firm to submit a report to Purchaser and Sellers with a determination regarding the remaining disputed items, at its option, make an election under Section 338(gwithin thirty (30) days after submission of the Code with respect to its purchase or deemed purchase of any matter, and such report shall be final, binding and conclusive on Purchaser and Sellers. The fees and expenses of the Conveyed Companies, in which event Purchaser Independent Accounting Firm shall be solely responsible for preparing borne equally by the separate return for Sellers on the one hand and the Purchaser on the other hand. The failure of the Sellers to propose any U.S. corporation reflecting changes to any such Tax Return within fifteen (15) days of receipt thereof shall constitute consent. The Sellers shall pay to Purchaser, on or before the consequences of such electiondue date thereof, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be as due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to Returns that are payable by the contrary, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(iSellers (taking into account indemnification obligations hereunder). The Sellers shall not take any position, make any election, adopt any method or take any action inconsistent with (i) the treatment of Northstar as an S corporation, effective January 1, 2007, through the Closing, for federal and applicable state and local income tax purposes, and (ii)) the treatment of Southstar and M&S as partnerships or entities disregarded from their owners for federal and applicable state and local income tax purposes.
Appears in 1 contract
Samples: Securities Purchase Agreement (Clean Energy Fuels Corp.)
Preparation and Filing of Tax Returns. Pfizer shall The Sellers in charge of the day to day operations of the Company will prepare and ---------------------------------------- timely file file, or shall will cause to be prepared and timely filed filed, all federalappropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Conveyed Companies Company and the Asset Selling Corporations, their its assets and or activities that (i) are required to be filed (taking into account extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated . The Company shall not file any new Tax Returns described in the preceding sentence without first delivering a copy of Pfizer such Tax Returns to the Buyer and its Affiliates; (B) are with respect accepting any changes to Income Taxes and are required to be filed on a separate such Tax Return basis for any Tax period ending on or before Returns that the Closing Date; or (C) are to be filed by an Asset Selling CorporationBuyer reasonably requests. Purchaser shall The Buyer will prepare or cause to be prepared and shall will timely file or cause to be timely filed all other Tax Returns required of the Conveyed CompaniesBuyer and its subsidiaries and Affiliates (including the Company), or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. Any such Tax Returns that include periods ending on or before the Closing Date or that include the assets or activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) Company prior to the Closing Date shallwill, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing DateCompany, be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business)Company, unless Pfizer the Sellers or Purchaserthe Buyer, as the case may be, concludes reasonably conclude(s), and notifies the other party in writing, that there is no reasonable basis for such position. With respect to The Buyer shall not file any Tax Return required with respect to be filed by Purchaser for a taxable period the Company, or with respect to its assets or activities, that includes (but does not end on) periods ending on or before the Closing Date (a "Straddle Period"), Purchaser shall deliver, at --------------- least 30 days or that include the assets or activities the Company prior to the due date for the filing of such Tax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and Closing Date without first delivering a copy of such Tax Return. Pfizer shall have Return to the right Judds and accepting any changes to review such Tax Return and statement prior to Returns that the filing Judxx xxxxxxably request. None of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of Buyer or its Affiliates shall file xxxx xxxx any amended Tax Returns for any periods for or in respect of the Conveyed Companies Company (or its assets or activities) with respect to which Purchaser the Buyer is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) 10.1 without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of PurchaserJudds, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser mayprovidxx, at its optionxxxxxer, make an election under Section 338(g) the Buyer, without consent of the Code with respect Sellers, may amend such Tax Returns due to its purchase or deemed purchase any carryback of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax creditsnet operating loss, net operating losses capital loss, charitable contribution or other Tax attributes to reduce carryback item arising after the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contrary, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(i). (ii)Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (American Technologies Group Inc)
Preparation and Filing of Tax Returns. Pfizer shall (a) The Shareholders shall, in accordance with the Company’s past practices, prepare and ---------------------------------------- timely file or shall cause to be prepared prepared, and timely filed file or cause to be filed, all federal, state, local and foreign Tax Returns in respect of the Conveyed Companies and Company for Tax periods ending on or prior to the Asset Selling Corporations, their assets and activities Closing Date that (i) are required due to be filed (taking into account extensions) on or before after the Closing Date; , including, without limitation, the Company’s final S corporation Tax Return. The Shareholders shall be responsible for the payment of all Taxes reported on such Tax Returns. Any Tax Returns of the Company filed by the Shareholders on or (ii) are required to be filed (taking into account extensions) after the Closing Date shall be subject to Buyer’s review and (A) are Consolidated approval prior to filing, which approval shall not be unreasonably withheld, delayed or conditioned, and copies of such Tax Returns of Pfizer and its Affiliates; shall be provided to Buyer at least thirty (B30) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or days before the Closing Date; or (C) date such Tax Returns are to be filed by an Asset Selling Corporationdue. Purchaser Buyer shall prepare or cause to be prepared prepared, and shall file or cause to be filed filed, all other Tax Returns required of the Conveyed Companies, or in respect of their assets or activities or required to be filed Company for Tax periods which begin before the Closing Date and end after the Closing Date with respect to the Purchased Assets or the Business(“Straddle Period Tax Returns”). Any such Straddle Period Tax Returns that include periods ending of the Company filed by Buyer on or before after the Closing Date shall be subject to the Shareholders’ review and approval prior to filing, which approval shall not be unreasonably withheld, delayed or conditioned, and copies of such Straddle Period Tax Returns shall be provided to the Shareholders at least thirty (30) days before the date such Straddle Period Tax Returns are due. The parties acknowledge that include the activities Company’s items of income, gain, loss, deduction and credit shall be allocated between its S short year and its C short year on the basis of the Conveyed Companies or an Asset Selling Corporation (Company’s normal method of accounting in accordance with respect Section 1362(e)(3) of the Code and the Treasury Regulations thereunder. Buyer hereby agrees to prepare Straddle Period Tax Returns in a manner consistent with such allocation. For purposes of this Section, in the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be case of any Taxes that are imposed on a periodic basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by Purchaser and are payable for a taxable Tax period that includes (but does not end on) the Closing Date (a "Straddle Period")Date, Purchaser shall deliver, at --------------- least 30 days prior to the due date for the filing portion of such Tax Return which relates to the portion of such Tax period ending on the Closing Date shall (taking into account extensions)i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to Pfizer a statement setting forth be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which Pfizer is responsible pursuant the number of days in the Tax period through and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to Sections 7.4(g) and a copy of such Tax Return. Pfizer shall have the right to review such Tax Return and statement prior income or receipts, be deemed equal to the filing of such amount which would be payable if the relevant Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to period ended on the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contrary, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(i). (ii)Closing Date.
Appears in 1 contract
Preparation and Filing of Tax Returns. Pfizer shall prepare and ---------------------------------------- timely file or shall cause to be prepared and timely filed all federal, state, local and foreign The Contributor Sellers will include on their Tax Returns in respect all items of income (including deferred revenue), gain, loss, deduction or credit of the Conveyed Companies and Company or that relate to the Asset Selling Corporations, their assets and activities that Business for taxable periods (ior portions thereof) are required to be filed (taking into account extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; Date reflecting the fact that the Company is a disregarded entity and the Contributor Sellers shall not be deemed for Tax purposes to make any payment to Buyer or (C) are any of its Affiliates with respect to be filed by an Asset Selling Corporationany deferred revenue. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Any Tax Returns required of the Conveyed Companies, Foreign Companies and any non-income Tax Returns of the Company for a taxable period (or in respect of their assets portion thereof) ending on or activities or required to be filed after before the Closing Date shall be prepared consistent with respect to the Purchased Assets or past practices of the BusinessCompany and the Foreign Companies, as the case may be, unless prohibited by Law. Any such Tax Returns of the Foreign Companies shall be prepared by Buyer, and shall be provided to Sellers prior to filing for their review and approval, not to be unreasonably withheld, delayed or conditioned; provided that include (i) Sellers shall prepare any Tax Returns of CH Australia for taxable periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be on a basis consistent with the last previous and deliver such Tax Returns filed to Buyer or CH Australia for their review and approval, not to be unreasonably withheld, delayed or conditioned, and (ii) Change Australia NewCo shall prepare any consolidated or combined Australian income Tax Returns for the Tax group consisting of CH Australia and Change Australia NewCo for the taxable period beginning on the date of the formation of Change Australia NewCo and a pro forma tax return (or equivalent workpapers) of CH Australia used to prepare such consolidated or combined such Australian income Tax Returns shall be provided to Buyer for its review and approval, not to be unreasonably withheld, delayed or conditioned, and Buyer shall cause CH Australia to consent to be included in such Australian consolidated or combined income Tax Return for the period that it was a member of such Tax group. Except to the extent otherwise provided in the last sentence of Section 5.11(i), in the event that any Taxes are payable by Sellers in respect of any Straddle Period through the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect Effective Time related to any Tax Return required to be filed by Purchaser for Buyer in accordance with the terms set forth herein, and such Taxes have not otherwise been paid by Sellers or included as a taxable period that includes (but does not end on) liability in connection with the Closing Date (a "Straddle Period")calculation of Final Indebtedness, Purchaser Final Working Capital or Final Transaction Expenses, Sellers shall deliver, at --------------- least 30 days prior pay such amount to the due date for the filing of such Tax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of such Tax Return. Pfizer shall have the right to review such Tax Return and statement Buyer no later than five Business Days prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contrary, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(i). (ii)Buyer.
Appears in 1 contract
Preparation and Filing of Tax Returns. Pfizer (i) The Company shall prepare and ---------------------------------------- timely file prepare, or shall cause to be prepared prepared, and timely filed shall file, or cause to be filed, all federal, state, local and foreign Tax Returns in respect of, or that include, the Company or any of the Conveyed Companies and the Asset Selling Corporations, their assets and activities its Subsidiaries that (i) are required to be filed (taking into account extensions) due on or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser The Company shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. Any such Tax Returns that include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) pay prior to the Closing Date shallall Tax liabilities shown by such Tax Returns to be due. The Parent shall prepare, insofar as they relate or cause to be prepared, and shall file, or cause to be filed, all Tax Returns of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to Company and its Subsidiaries that are due after the Closing Date, be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by Purchaser for a taxable period of the Company or any of its Subsidiaries that includes (but does not end on) begins on or before and ends after the Closing Date (a "“Straddle Period"”), Purchaser the Parent shall deliver, deliver a copy of such Tax Return to the Company Stockholder Representative at --------------- least 30 calendar days prior to the due date for the filing of such Tax Return (taking into account extensionsgiving effect to any extension thereof), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of such Tax Return. Pfizer shall have the right to review such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required accompanied by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of allocation between the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared Pre-Closing Period and the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed CompaniesPost-Closing Period, in which event Purchaser shall be solely responsible for preparing accordance with the separate return for any U.S. corporation reflecting the consequences principles of such electionSection 8.5, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return. Such Tax Return notwithstanding anything in this Section 7.4(g)(iand allocation shall be final and binding on the parties hereto, unless, within thirty (30) calendar days after the date of receipt by the Company Stockholder Representative of such Tax Returns and 7.4(b) allocation, the Company Stockholder Representative delivers to the contrary, provided Parent a written request for changes to such Tax Returns or allocation. If the Company Stockholder Representative delivers such a request, then the Company Stockholder Representative and the Parent shall undertake in good faith to resolve the issues raised in such request prior to the due date (including any extension thereof) for filing such Tax Return. If the Company Stockholder Representative and the Parent are unable to resolve any issue by the earlier of (i) ten (10) calendar days after the date of receipt by the Parent of the request for changes, or (ii) ten (10) calendar days prior to the due date (including any extension thereof) for filing of the Tax Return in question, then the Company Stockholder Representative and the Parent shall engage jointly an independent accounting firm to determine the correct treatment of the item or items in dispute. Each of the Company Stockholder Representative and the Parent shall bear and pay one-half of the fees and other costs charged by such independent accounting firm. The determination of the independent accounting firm shall be prepared final and filed binding on the parties hereto. If the independent accounting firm is unable to make its determination with respect to any disputed item prior to the due date (including any extension thereof) for filing such Tax Return, then the Parent may treat the item, for purposes of filing the Tax Return, as it determines in its sole discretion, and may cause the Tax Return to be filed. However, in such a basis consistent case, the independent accounting firm shall make its determination with respect to the principles set forth in disputed items and the determination of the independent accounting firm shall control the rights of the parties under this Section 7.4(g)(i). (ii)Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triple-S Management Corp)
Preparation and Filing of Tax Returns. Pfizer Subject to Section 2.3, Sellers shall prepare and ---------------------------------------- timely file or shall cause to be prepared and timely filed all federalprepare, state, local and foreign Tax Returns in respect of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (i) are required to be filed (taking into account extensions) on or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared prepared, and shall file or cause to be filed filed, all other income tax reports and returns for any Pre-Closing Tax Returns required Period, including the effects to the Company of the Conveyed CompaniesSection 338 Election and the income tax returns (Federal and State) to report the sale hereunder. When preparing the income tax reports and returns of the Company for any Pre-Closing Tax Period, Sellers shall prepare such reports and returns in a manner consistent with prior years and determine the income, gain, expenses, losses, deductions, and credits of the Company consistently with prior practices. With respect to any such income tax report or in respect return, the Company shall provide to Sellers the information necessary to prepare such reports and returns no later than 60 days after the Closing Date. Sellers shall submit such reports and returns to Purchaser at least 30 days before filing them with the respective taxing authorities and Sellers shall permit Purchaser to inspect and comment upon such reports and returns and shall make such revisions to such returns as are reasonably requested by Purchaser. Purchaser will file 2012 payroll, sales, and/or property tax returns that become due after the Closing Date, if any, for the Company. Purchaser and the Company will prepare and file any non-income Tax return of their assets or activities or the Company which is required to be filed after the Closing Date and which relates to any period (or portion thereof) up to and including the Closing Date, and Purchaser will, at least thirty (30) days before the due date of any such Return, deliver a draft copy to the Sellers. Within fifteen (15) days of the receipt of any such Return, the Sellers may reasonably request changes, in which event Purchaser and Sellers will attempt to agree on a mutually acceptable resolution of the issues in dispute. If a resolution is reached, such Return will be filed in accordance therewith. If a resolution is not reached, then at the expense of Purchaser and Sellers (such expense to be shared fifty percent by Purchaser and 50% by Sellers), such Return will be submitted to a firm of independent certified public accountants selected by Purchaser (which has not performed services for Purchaser or its Affiliates at anytime during the preceding 24 months) and reasonably acceptable to the Sellers, which will be directed to resolve the issues in dispute and prepare the Return for filing. As soon as is practicable after notice from Purchaser to the Sellers at any time before the date any payment for Taxes attributable to any such Return is due, provided such Return is prepared for filing in accordance with the foregoing, Sellers will pay Purchaser and/or the Company an amount equal to the excess, if any, of (a) taxes that are due with respect to the Purchased Assets or the Business. Any such Tax Returns that include periods ending any taxable period pending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business), unless Pfizer or Purchaser, as the case may be, concludes Taxes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by Purchaser for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), Purchaser shall deliver, at --------------- least 30 days prior to the due date for the filing of such Tax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of such Tax Return. Pfizer shall would have the right to review such Tax Return and statement prior to the filing of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be been due with respect to a taxable period beginning before and ending after the Closing Date if such period had ended on the Closing Date over (b) the amount of such taxes of the Company with respect to such taxable period which are reflected as Current Tax Return which Pfizer Liabilities on Exhibit “I”. Unless otherwise noted herein, for purposes of this Agreement an “Affiliate” of an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity (each a “Person”) means any other Person that directly or indirectly, through one or more intermediaries, controls, is obligated controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to prepare and file direct or cause to be prepared the direction of the management and filed pursuant to Section 7.4(a)policies of a Person, Purchaser shall have whether through the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contraryownership of voting securities, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(i). (ii)by contract or otherwise.
Appears in 1 contract
Samples: Stock Purchase Agreement (First Cash Financial Services Inc)
Preparation and Filing of Tax Returns. Pfizer shall ChoicePoint will prepare and ---------------------------------------- timely file or shall will cause to be prepared and timely filed all federalappropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Conveyed Companies Oxxxxx Entities and the Asset Selling Corporations, their assets and or activities that (ia) are required to be filed (taking into account extensions) on or before the Closing Date; date hereof or (iib) are required to be filed (taking into account extensions) after the Closing Date date hereof and (Ai) are Consolidated Tax Returns of Pfizer and its Affiliates; or (Bii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the Closing Date; date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (Cy) are any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be filed by an Asset Selling Corporationthe sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. Purchaser shall LabOne will prepare or cause to be prepared and shall will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Conveyed CompaniesOxxxxx Entities), or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Businessactivities. Any such Tax Returns that include periods ending on or before the Closing Date date hereof or that include the activities of any of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) Oxxxxx Entities prior to the Closing Date shalldate hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing DateOxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Conveyed Companies or such Asset Selling Corporation (with respect to the Business)Oxxxxx Entities, unless Pfizer ChoicePoint or PurchaserLabOne, as the case may be, concludes that there is no reasonable basis for such position. With respect to Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return required referred to in the preceding sentence shall be filed borne by Purchaser for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), Purchaser shall deliver, at --------------- least 30 days prior ChoicePoint Entities and LabOne in proportion to the due date their responsibility for the filing of such Tax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of Taxes reported on such Tax Return, whether or not previously paid. Pfizer shall have the right to review such Tax Return and statement prior to the filing None of such Tax Return. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of LabOne or its Affiliates shall will file any amended Tax Returns for any periods for or in respect of the Conveyed Companies Oxxxxx Entities with respect to which Purchaser LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) 10.1 without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser shall be solely responsible for preparing the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contrary, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(i). (ii)ChoicePoint.
Appears in 1 contract
Preparation and Filing of Tax Returns. Pfizer (i) The Stockholders shall have the right and obligation to timely prepare and ---------------------------------------- timely file or shall file, and cause to be timely prepared and timely filed all federalfiled, state, local when due any 1998 and foreign 1999 federal and state income Tax Returns in respect Return of the Conveyed Companies and the Asset Selling Corporations, their assets and activities that (i) are required to be filed (taking into account extensions) on Company or before the Closing Date; or (ii) are required to be filed (taking into account extensions) after the Closing Date and (A) are Consolidated Tax Returns of Pfizer and its Affiliates; (B) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis any Subsidiary for any Tax period ending on or before the Closing Date; or (C) are to be filed by an Asset Selling Corporation. Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns required of the Conveyed Companies, or in respect of their assets or activities or required to be filed after the Closing Date with respect to the Purchased Assets or the Business. Any such Tax Returns that include periods ending on or before the Closing Date or that include the activities of the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date shall, insofar as they relate to the Conveyed Companies or an Asset Selling Corporation (with respect to the Business) prior to the Closing Date, be on a basis consistent with the last previous such Tax including, without limitation, all final Returns filed in respect of the Conveyed Companies Company as an "S Corporation" or any Subsidiary which is classified as a "qualified subchapter S subsidiary" as such Asset Selling Corporation terms are defined in Section 1361 of the Code (with respect to hereinafter, "S Corporation" and "QSSS," respectively) for the Business), unless Pfizer period beginning on the first day of the fiscal year of the Company or Purchasera Subsidiary, as the case may be, concludes that there is no reasonable basis for such position. With respect to any Tax Return required to be filed by Purchaser for a taxable period that includes (but does not end on) in which the Closing Date occurs through and including the day before the Closing Date. Such Returns shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method and shall be submitted by the Stockholders to Buyer (a "Straddle Period")together with schedules, Purchaser shall deliverstatements and, to the extent requested by Buyer, supporting documentation) at --------------- least 30 days prior to the due date (with regard to extensions) for the filing of such Tax Return (taking into account extensions), to Pfizer a statement setting forth the amount of Tax for which Pfizer is responsible pursuant to Sections 7.4(g) and a copy of such Tax ReturnReturns. Pfizer Buyer shall have the right to review all work papers and procedures used to prepare any such Tax Return. If Buyer within 10 business days after delivery of any such Return notifies the Stockholders in writing that it objects to any item in such Return because the treatment of such item has no reasonable basis, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Return) by a nationally recognized independent accounting firm chosen by and statement prior mutually acceptable to both Buyer and the Stockholders (an "Accounting Referee"). The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and the Stockholders. Upon resolution of all such items, the relevant Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. Buyer and the Stockholders shall cooperate to the end that any such Returns are filed when due (taking into account any extension of a required filing date) and Buyer shall thereupon cause an officer of the Company to sign any such Tax ReturnReturns. Pfizer and Purchaser agree to consult and resolve in good faith any issue arising as a result of Pfizer's review of such Tax Return and statement and mutually to consent to To the filing of such Tax Return as promptly as possible. Unless otherwise required by an appropriate Governmental Authority, neither Purchaser nor any of its Affiliates shall file any amended Tax Returns extent that tax accounting for any periods for or item is specified in respect of the Conveyed Companies with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 7.4(a)(i) without the prior written consent of Pfizer which consent shall not be unreasonably withheld. Neither Pfizer nor any of its Affiliates shall file any amended Tax Returns for or in respect of the Conveyed Companies for such periods without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any provision of this Agreement, Purchaser may, at its option, make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of any of the Conveyed Companies, in which event Purchaser such tax accounting shall be solely responsible for preparing binding upon the separate return for any U.S. corporation reflecting the consequences of such election, and shall be responsible for and shall pay, any and all Taxes resulting from such election, including any additional Taxes arising as a result of a reduction in the amount of foreign tax credits and other Tax credits that are available to Pfizer (computed as if Pfizer did not utilize any foreign tax credits or any other Tax credits, net operating losses or other Tax attributes to reduce the additional Taxes), and shall indemnify Pfizer (in the manner provided herein) with respect to such Taxes. If Pfizer determines that any of the Conveyed Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.4(a)(i), Pfizer shall be entitled to file or make such claim or amended Tax Return on behalf of such Conveyed Company and will be entitled to control the prosecution of such refund claims. In the event that Pfizer fails to prepare and timely file or cause to be prepared and timely filed any Tax Return or pay Taxes shown to be due with respect to a Tax Return which Pfizer is obligated to prepare and file or cause to be prepared and filed pursuant to Section 7.4(a), Purchaser shall have the right to prepare and file such Tax Return and pay the Taxes shown to be due on such Tax Return notwithstanding anything in this Section 7.4(g)(i) and 7.4(b) to the contrary, provided such Tax Return shall be prepared and filed on a basis consistent with the principles set forth in this Section 7.4(g)(i). (ii)Accounting Referee.
Appears in 1 contract
Samples: Recapitalization Agreement (Knowles Electronics LLC)
