Preparation of Tax Returns and Payment of Taxes. (a) Seller, at its sole cost and expense, shall prepare and timely file (or have prepared and cause to be timely filed) all Tax Returns of any member of the Company Group due under applicable Law prior to the Closing Date and all Income Tax Returns (other than Straddle Period returns) of any member of the Company Group for any Pre-Closing Taxable Period that are required to be filed by applicable Law after the Closing Date. All Taxes indicated as due and payable on such Tax Returns shall be paid or will be paid by Seller as and when required by Law. Seller shall make available to Buyer for its review such Tax Returns, other than Affiliated Group Tax Returns, no later than fifteen (15) days prior to the filing of such Tax Returns. Such Tax Returns shall be prepared in accordance with existing procedures, practices, and accounting methods of the members of the Company Group.
(b) Except as provided in Section 4(a) of this Annex I, Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that are required to be filed with respect to any member of the Company Group that are due after the Closing Date (including all Tax Returns for Straddle Periods) and shall, subject to Buyer’s and the Tax Indemnified Party’s right to indemnification for Tax Losses, remit any Taxes shown as due in respect of such Tax Returns. To the extent relating to a Pre-Closing Taxable Period, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices, and accounting methods of the members of the Company, unless otherwise required by Law. Buyer shall deliver any Income Tax Return for a Straddle Period or any other Tax Return that is required under this Section 4(b) of this Annex I that shows a Tax that the Seller or Parent is required to pay or indemnify under this Annex I for Seller’s review as soon as reasonably practical but in any case at least fifteen (15) days prior to the date on which such return is required to be filed and Buyer shall incorporate any reasonable comments of Seller to such Tax Returns prior to filing.
(c) Unless required by Law or a determination of a Governmental Authority that is final, neither Buyer nor any of its Affiliates shall (or shall cause or permit any member of the Company Group), without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, take any action (including, without limitation, making or changing any Tax election of or with r...
Preparation of Tax Returns and Payment of Taxes. The Company and its Subsidiaries shall prepare and timely file all Tax Returns and amendments thereto required to be filed by or with respect to them on or before the Effective Time. Parent shall have a reasonable opportunity to review all such Tax Returns and amendments thereto prior to filing. The Company and its Subsidiaries shall timely pay all Taxes shown to be payable on such Tax Returns.
Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise provided by Section 9.1, Sellers shall prepare and timely file (i) all Tax Returns with respect to the Acquired Assets for any Tax period ending on or before the Closing Date and (ii) all income Tax Returns of Sellers.
(b) Purchaser shall prepare and timely file all Tax Returns with respect to the Acquired Assets for any Tax period ending after the Closing Date. With respect to any Straddle Period, Purchaser shall prepare such Tax Returns consistent with past practice, and shall provide Sellers or their successors in rights, as applicable, with a draft of such Tax Returns at least 30 days prior to the filing of any such Tax Return. Purchaser shall incorporate any changes reasonably requested by Sellers with respect to such Tax Returns. Purchaser shall be responsible for paying any Taxes reflected on any Tax Return that Purchaser is obligated to prepare and file under this Section 9.4(b).
(c) Purchaser shall not file any Tax Return, file an amendment to any previously-filed Tax Return, or otherwise take any Tax position, in each case, that has the effect of increasing any Tax that is payable or otherwise borne by Sellers.
Preparation of Tax Returns and Payment of Taxes. Buyer shall prepare and timely file all non-income Tax Returns solely relating to the Acquired Assets for any Straddle Period. Buyer shall prepare such Tax Returns consistent with past practice and shall provide Sellers with a draft of such Tax Returns at least 30 days (or such shorter period as is reasonable taking into account the Tax period and the nature of the relevant Tax Return or other relevant circumstances) prior to the filing of any such Tax Return. Buyer shall incorporate any changes reasonably requested by Sellers with respect to such Tax Returns if such Tax Returns could materially and adversely affect Sellers in a Pre-Closing Tax Period or reflect a Tax that is borne by Sellers pursuant to this Agreement or otherwise. Buyer shall be responsible for paying any Taxes reflected on any Tax Return that Buyer is obligated to prepare and file under this Section 11.5, except to the extent such Taxes constitute an Excluded Tax.
Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise provided by Section 9.1, Sellers shall prepare and timely file (i) all Tax Returns with respect to the Acquired Assets for any Tax period ending on or before the Closing Date and (ii) all income Tax Returns of Sellers.
(b) Purchaser shall prepare and timely file all Tax Returns with respect to the Acquired Assets that are not addressed by Section 9.3(a), except with respect to Excluded Taxes (with Purchaser not being obligated to pay any Excluded Taxes).
(c) Purchaser and the applicable Sellers agree to utilize the standard procedure set forth in Revenue Procedure 2004-53 with respect to wage reporting for the Transferred Employees.
(d) Sellers and Purchaser agree to treat, for U.S. federal and applicable state and local income tax purposes, the transactions contemplated by this Agreement as a taxable sale of assets by Sellers and a taxable purchase of assets by Purchaser, and none of Purchaser, any Seller or any of their respective Affiliates shall file any Tax Return or other document with, or make any statement or declaration to, any Governmental Body that is inconsistent with such treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Tax Code (or any similar provision of state, local or foreign law).
Preparation of Tax Returns and Payment of Taxes. (a) FBHS shall prepare (or cause to be prepared), and timely file all Tax Returns of the Companies with respect to any taxable period that ends on or prior to the Closing that are required to be filed with any Taxing Authority after the Closing Date, and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. FBHS shall prepare such Tax Returns in a manner consistent with past practice, except as otherwise required by applicable law. FBHS shall (to the extent solely related to the Companies) deliver any such Tax Return, or in the case of a consolidated, combined or unitary Tax Return, the portion of any such Tax Return that relates to the Companies, to Buyer for its review at least twenty (20) days prior to the date on which such Tax Return is required to be filed. If Buyer disputes any item on such Tax Return, the parties shall use reasonable efforts to resolve their differences concerning the items of dispute. If any item of dispute remains unresolved for a period of twenty (20) days after the delivery of a the notice of dispute, either party shall be entitled to submit the dispute to a mutually agreeable internationally recognized independent registered public accounting firm that has not had a material relationship with the parties within the two years preceding the date of this Agreement (the “Independent Accountant”). The party submitting the dispute shall instruct the Independent Accountant to render a determination as to each unresolved item of dispute within sixty (60) days after its retention and the parties shall cooperate fully with the Independent Accountant so as to enable it to make such determination as quickly and as accurately as practicable within such time period. The Independent Accountant shall consider only those outstanding items of dispute. Each party may submit a “position paper” to the Independent Accountant setting forth the position of such party with respect to such Item of Dispute, and the parties may discuss such matters with the Independent Accountant; provided that no party shall have ex parte discussions with the Independent Account. The Independent Accountant shall immediately submit copies of all documents and other data made available by one party to the other party. The Independent Accountant’s determination as to each item of dispute submitted to it shall be in writing and shall be conclusive and binding upon the parties. The fees and expenses of the Independent Accountant shall be allocated to ...
Preparation of Tax Returns and Payment of Taxes. The Buyer shall prepare (or cause to be prepared), and timely file, all Tax Returns with respect to the Business required to be filed with any Governmental Authority for all periods beginning on or after the Closing Date and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns. The Seller shall prepare (or cause to be prepared), and timely file, all Tax Returns with respect to any taxable periods ending on or before the Closing Date and shall be responsible for the Taxes due in respect of such Tax Returns.
Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise provided by Section 9.1, Sellers shall prepare and timely file (i) all Tax Returns for any Tax period ending on or before the date hereof and (ii) all income Tax Returns of Sellers. Except to the extent any Tax reflected on a return required to be prepared and filed by Sellers pursuant to this Section 9.5 is otherwise reflected as an adjustment to Purchase Price or constitutes an Assumed Liability, Sellers shall be responsible for paying any Taxes reflected on any Tax Return that Sellers are obligated to prepare and file under this Section 9.5(a).
(b) Purchaser shall prepare and timely file all other Tax Returns with respect to the Acquired Assets that are not addressed by Section 9.5(a). With respect to any Straddle Period, Purchaser shall prepare such Tax Returns consistent with past practice, and shall provide Sellers with a draft of such Tax Returns at least thirty (30) days prior to the filing of any such Tax Return. Purchaser shall incorporate any changes reasonably requested by Sellers with respect to such Tax Returns if such Tax Returns could materially and adversely affect the Sellers or their Affiliates in a Pre-Closing Tax Period. Purchaser shall be responsible for paying any Taxes reflected on any Tax Return that Purchaser is obligated to prepare and file under this Section 9.5(b), except to the extent such Taxes constitute an Excluded Liability.
Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise set forth in Section 10.4(b) and (c), Parent shall prepare (or cause to be prepared), and timely file all Tax Returns of the Company or any of its Subsidiaries required to be filed with any Governmental Body after the Closing Date, and shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns.
(b) In the case of Tax Returns that are filed with respect to a taxable period that ends on or prior to the Closing Date, Parent shall prepare such Tax Return in a manner consistent with past practice, except as otherwise required by applicable law, and shall deliver any such Tax Return to the Company Agent for its review at least thirty (30) days prior to the date such Tax Return is required to be filed. If the Company Agent disputes any item on such Tax Return, it shall notify the Parent of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the 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 mutually acceptable to the Company Agent and Parent. The fees and expenses of such accounting firm shall be borne equally by the Company Agent (solely on behalf of the Effective Time Holders and in its capacity as the Company Agent and not in its individual capacity) and Parent.
(c) In the case of Tax Returns that are filed with respect to any Tax period that begins before and ends after the Closing Date, Parent shall prepare such Tax Return in a manner consistent with past practice, except as otherwise required by any Legal Requirement, and shall deliver any such Tax Return to the Company Agent for its review at least thirty (30) days prior to the date such Tax Return is required to be filed. If the Company Agent disputes any item on such Tax Return, it shall notify the Parent of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the 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 mutually acceptable to the Company Agent and Parent. The fees and expenses of such accounting firm shall be borne equally by the Company Agent (solely on behalf of the Effective Time Holders and in its capacity as the Comp...
Preparation of Tax Returns and Payment of Taxes. (i) In the case of Tax Returns that are filed with respect to a taxable period that ends on or prior to the Closing Date, the Seller shall prepare such Tax Return in a manner consistent with past practice, except as otherwise required by Law.
(ii) In the case of Tax Returns that are filed with respect to Straddle Periods (as defined in Section 13.10(c)), the Purchaser shall prepare such Tax Return in a manner consistent with past practice, except as otherwise required by law. For the avoidance of doubt, the Seller shall be responsible for any Pre-Closing Taxes due in respect of such Straddle Period Tax Returns. The Purchaser shall notify the Seller of any amounts due from Seller in respect of any such Tax Return no later than ten (10) Business Days prior to the date on which such Tax Return is due, and Seller shall remit such payment to Purchaser no later than five (5) Business Days prior to the date such Tax Return is due.
