Common use of Responsibility for Filing Tax Returns for Periods through Closing Date Clause in Contracts

Responsibility for Filing Tax Returns for Periods through Closing Date. (i) PHMD shall prepare all Tax Returns of the Radiancy Group for all Taxable Periods ending on or before the Closing Date in a manner consistent with past practice of the Radiancy Group, unless otherwise required under applicable Legal Requirements. PHMD shall provide DSKX with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and Surviving Corporation shall be allowed to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of such Tax Return (along with supporting work papers and schedules) and DSKX shall review and comment, in each case as soon as practical before the filing due date (including extensions). Surviving Corporation shall cause the Radiancy Group to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a) or Section 7.2, DSKX, on behalf of the Radiancy Group, shall pay all Taxes shown due and payable on such Tax Returns.

Appears in 3 contracts

Samples: HTM Agreement and Plan of Merger And, Agreement and Plan of Merger and Reorganization (Photomedex Inc), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)

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Responsibility for Filing Tax Returns for Periods through Closing Date. (ia) PHMD shall prepare all Tax Returns of the Radiancy Group Foreign Subsidiary for all Taxable Periods ending on or before the Closing Date in a manner consistent with past practice of the Radiancy GroupForeign Subsidiary, unless otherwise required under applicable Legal Requirements. PHMD shall provide DSKX Purchaser with drafts of such Tax Returns (along with supporting work papers workpapers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and Surviving Corporation Purchaser shall be allowed to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX Purchaser within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of such Tax Return (along with supporting work papers workpapers and schedules) and DSKX the Purchaser shall review and comment, in each case as soon as practical before the filing due date (including extensions). Surviving Corporation Purchaser shall cause the Radiancy Group Foreign Subsidiary to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a8.1(a) or Section 7.2, DSKX, on behalf of the Radiancy Group, 9.2. PHMD shall pay all Taxes shown due and payable on such Tax ReturnsReturns to the extent that the amount of such Taxes exceed the amount, if any, of such Taxes that were taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under Section 2.5.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Photomedex Inc), Asset Purchase Agreement (Mela Sciences, Inc. /Ny)

Responsibility for Filing Tax Returns for Periods through Closing Date. (i) PHMD shall prepare all Tax Returns of the Radiancy Group Company for all Taxable Periods ending on or before the Closing Date in a manner consistent with past practice of the Radiancy GroupCompany, unless otherwise required under applicable Legal Requirements. PHMD shall provide DSKX with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and Surviving Corporation shall be allowed to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of such Tax Return (along with supporting work papers and schedules) and DSKX shall review and comment, in each case as soon as practical before the filing due date (including extensions). The Surviving Corporation shall cause the Radiancy Group to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a) or Section 7.2, DSKX, on behalf of the Radiancy GroupPhotomedix Technology, shall pay all Taxes shown due and payable on such Tax Returns.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Photomedex Inc), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)

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Responsibility for Filing Tax Returns for Periods through Closing Date. (ia) PHMD shall prepare all Tax Returns of the Radiancy Group each Foreign Subsidiary for all Taxable Periods ending on or before the Closing Date in a manner consistent with past practice of the Radiancy Groupeach Foreign Subsidiary, unless otherwise required under applicable Legal Requirements. PHMD shall provide DSKX Purchaser with drafts of such Tax Returns (along with supporting work papers workpapers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and Surviving Corporation Purchaser shall be allowed to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX Purchaser within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of such Tax Return (along with supporting work papers workpapers and schedules) and DSKX the Purchaser shall review and comment, in each case as soon as practical before the filing due date (including extensions). Surviving Corporation Purchaser shall cause the Radiancy Group Foreign Subsidiaries to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a7.1(a) or Section 7.2, DSKX, on behalf of the Radiancy Group, 8.2. PHMD shall pay all Taxes shown due and payable on such Tax Returns.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Photomedex Inc), Asset Purchase Agreement (ICTV Brands Inc.)

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