Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv).
Appears in 2 contracts
Samples: Stock Purchase Agreement (PGT, Inc.), Stock Purchase Agreement (PGT, Inc.)
Responsibility for Filing Tax Returns. (i) The Sellers Paladin shall use its reasonable best efforts to cause to be prepared all Income Tax Returns for Paladin OP and the Subsidiaries for all periods ending on or prior to the Closing Date the due dates of which are after the Closing Date (the “Paladin Returns”). All Paladin Returns shall be timely prepared in a manner consistent with the past practice of Paladin OP and the Subsidiaries with respect to the treatment of specific items on the Paladin Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties, fines, or similar amounts. Paladin shall use its reasonable best efforts to cause each of the Paladin Returns to be submitted to Parent at least fifteen (15) calendar days before the due date for the filing of the Paladin Return (taking into account any extensions) and Parent shall have the right to review and comment on the Paladin Returns. Paladin shall use its reasonable best efforts to cause all reasonable comments from Parent to be reflected on the Paladin Returns to the extent the comments are consistent with the standard set forth above. Paladin will timely pay all Taxes of Paladin OP and the Subsidiaries attributable to Pre-Closing Tax Period, including all Taxes shown as payable on the Paladin Returns.
(ii) Parent shall prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all any (A) Tax Returns with respect to Taxes based on income or gains of each of Paladin OP and the Companies Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date (the “Straddle Period”) and (B) any non-Income Tax Returns for Paladin OP and the Subsidiaries for all taxable years or periods ending on or prior to the Closing Date Date, in each case, the due date (“Pre-Closing Date Tax Periods ”including extensions of time to file) first due of which is after the Closing Date (the “Pre-Closing Income Tax Buyer Returns”). All Pre-Closing Income Tax Buyer Returns shall be prepared and filed in compliance a manner consistent with all applicable Tax Lawsthe past practice of Paladin OP and the Subsidiaries with respect to the treatment of specific items on Parent Returns, unless such treatment does not have sufficient legal support to avoid the imposition of penalties, fines, or similar amounts. The Sellers Parent shall provide submit each of the Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty Returns to Paladin at least fifteen (3015) calendar days prior to before the due date thereof for the filing of the Buyer Return (taking all valid extensions into accountaccount any extensions) and Paladin shall permit Buyer have the right to review and comment on the Buyer Returns. Parent shall reflect all reasonable comments from Paladin on the Buyer Returns to the extent such comments are consistent with the standard set forth above. At least five (5) calendar days before each Buyer Return is due to be filed, Paladin shall pay to Parent the amount of Taxes shown as payable on the Buyer Return that is attributable to the Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect Period and any refunds due to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers Paladin OP shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause paid by Parent to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b)Paladin.
(iii) With respect Paladin and Parent shall not take any action, or permit any action to be taken, that may prevent the Tax year of Paladin OP or any dispute or controversy relating to of the preparation Subsidiaries from ending for all relevant Tax purposes at the end of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer day on which the Closing occurs and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the partiesshall, to the Accounting Firm. The Accounting Firm shall be instructed extent permitted by applicable Law, elect with the relevant taxing authority to prepare treat for all purposes the Closing Date as the last day of a taxable period of Paladin OP and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution each of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Resource Real Estate Opportunity REIT, Inc.), Merger Agreement (Paladin Realty Income Properties Inc)
Responsibility for Filing Tax Returns. (i) The Sellers Sellers’ Representative shall timely prepare or cause to be timely prepared, and timely file or cause to be prepared and timely filed when due all Tax Returns that are required to be filed by or with respect to Taxes based on income or gains of the Holding Companies, the Company and each of the Companies Subsidiary for all taxable years or periods ending on or prior to before the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be prepared and timely filed when due all non-income Tax Returns of each of that are required to be filed by or with respect to the Companies Holding Companies, the Company and its Subsidiaries for all taxable years or periods ending on or prior to the Closing Date first due beginning after the Closing Date (“and for all Straddle Periods. With respect to Pre-Closing Non-Income Tax Returns”) , the Buyer shall cooperate with the Sellers’ Representative in filing such Tax Returns, including causing the Company and all its Subsidiaries to sign and file such Tax Returns. With respect to Tax Returns of either of the Companies for all taxable periods or years that include, but do not end onHolding Companies, the Closing Date Company, and its Subsidiaries for Straddle Periods (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax ReturnReturns”). , the Buyer shall provide the Representative prepare or cause to be prepared such Tax Returns in a manner consistent with a draft of each Seller’s past practice unless otherwise required by Law.
(ii) With respect to any Pre-Closing Non-Income Tax Return, the Sellers’ Representative shall deliver a copy of such Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to Buyer for its review and comment on approval, such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect approval not to such Tax Returns; providedbe unreasonably withheld, that the Representative must provide Buyer with comments no later delayed, or conditioned, not less than fifteen (15) days Business Days prior to the date on which such Tax Returns are due date thereof to be filed (taking all valid extensions into accountaccount any applicable extensions). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or With respect to Straddle Period Tax Return; providedReturns, howeverthe Buyer shall deliver a copy of such Tax Return to the Sellers’ Representative for its review and approval, that Representative shallsuch approval not to be unreasonably withheld, within 5 delayed, or conditioned, not less than fifteen (15) Business Days prior to the date on which such Tax Returns are due to be filed (taking into account any applicable extensions). Notwithstanding anything in this Section 7.5(b)(ii) to the contrary in the case of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and Returns or Straddle Tax Returns that are due within thirty (ii30) Taxes on any Straddle Period Tax Return with respect to Business Days of the Interim Period as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute or controversy relating to Closing Date the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer Sellers’ Representative or the RepresentativeBuyer, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve deliver a copy of such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, Tax Return to the Accounting Firm. The Accounting Firm shall other party for its review and approval, such approval not to be instructed to prepare and deliver to Buyer and the Representativeunreasonably withheld, delayed, or conditioned, as soon as is reasonably practicable practical following the Closing Date, but in no event later than five (and in 5) Business Days prior to the date on which such Tax Returns are due to be filed (taking into account any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(ivapplicable extensions).
Appears in 1 contract
Samples: Securities Purchase and Sale Agreement (Corinthian Colleges Inc)
Responsibility for Filing Tax Returns. (i) The Sellers shall timely Parent will prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all Tax Returns for the Company and its Subsidiaries that have not been filed as of the Closing Date. Parent will timely pay or cause to be timely paid any amount shown as due on such Tax Returns. All such Tax Returns that are with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall will be prepared in compliance a manner that is consistent with all the past custom and practice of the Company and its Subsidiaries, except as otherwise required by applicable Law. Neither the Company nor any of its Subsidiaries will waive any carryback of any net operating loss, capital loss or credit on any such Tax LawsReturn. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than At least thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income which each Tax Returns. The Sellers shall address in good faith Buyer’s comments made Return with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax ReturnPeriod is due, Parent will submit such Tax Return to the Representative to provide the Representative with an opportunity to comment on and approve such Tax Returns (which approval will not be unreasonably withheld, conditioned or delayed). Parent will make any changes reasonably requested by the Representative in time for the Tax Return to be timely filed.
(ii) Buyer shall timely prepare or cause With respect to the preparation of Tax Returns, Parent and the Representative agree that all Transaction Tax Deductions will be timely prepared, and timely file or cause treated as properly allocable to be timely filed the Pre-Closing Tax Period. Parent will include all non-income Transaction Tax Deductions as deductions in the Tax Returns of each of the Companies Company or its Subsidiaries for all taxable years or periods ending the Pre-Closing Tax Period that ends on or prior to the Closing Date first due after the Closing Date and will request a refund (“Pre-Closing Non-Income Tax Returns”rather than a credit against future Taxes) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible any overpayment for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return Period. For the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Parent will cause the Company and (ii) Taxes each of its Subsidiaries to carry on any Straddle Period Tax Return with respect to its business only in the Interim Period ordinary course in the same manner as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute or controversy relating to heretofore conducted. Parent, the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer Company and the Representative shall cooperate in good faith Subsidiaries will not take any action, or permit any action to resolve such dispute or controversybe taken, but if they are unable to do so, that may prevent the parties shall submit Tax year of the dispute or controversy Company and its Subsidiaries from ending for resolution, all relevant Tax purposes at the end of the day on which resolution shall be final, conclusive the Closing occurs and binding on the partieswill, to the Accounting Firm. The Accounting Firm shall be instructed extent permitted by applicable Law, elect with the relevant taxing authority to prepare and deliver to Buyer treat for all purposes the Closing Date as the last day of a taxable period of the Company and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Datalink Corp)
Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare Seller’s Representative shall, at its expense, prepare, or cause to be timely prepared, and timely file file, or cause to be filed, on a timely filed basis all Tax Returns due before the Closing Date and all Pass-Through Tax Returns with respect to Taxes based on income or gains of each of the Companies Relevant Entities for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) which are first due (taking into account any applicable extensions) to be filed after the Closing Date (a “PreSeller Return”). Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Pass-Closing Income Through Tax Returns required to be filed for the Relevant Entities for a Straddle Period, (collectively the “Buyer Return”). The Seller Returns and Buyer Returns are hereinafter referred to as “Applicable Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than At least thirty (30) days prior to the due date thereof on which such Applicable Tax Return is required to be filed (taking all valid extensions into accountconsideration applicable extensions), the Party preparing such Applicable Tax Returns (the “Preparing Party”) and shall permit Buyer to review and comment on provide a copy of such Pre-Closing Income Applicable Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior Return to the due date thereof other Party (taking all valid extensions into account). The Sellers shall be responsible the “Reviewing Party”) for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
its review, comment and approval (ii) Buyer shall timely prepare or cause not to be timely preparedunreasonably withheld, and timely file conditioned or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”delayed). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, if such Applicable Tax Return is required to be filed within 5 Business Days of demand by Buyer, pay ninety (i90) all Taxes of either days following the Closing Date or end of the Companies shown as due on any Pre-Closing Non-Income relevant taxable period, the Preparing Party will provide a copy of such Tax Applicable Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, Reviewing Party as soon as reasonably practicable (and in commercially reasonable. The Reviewing Party shall provide any event comments to such Applicable Tax Returns within fifteen (15) days after its engagement)the delivery of such Applicable Tax Returns. In connection with the Reviewing Party’s review, its resolution of the matterPreparing Party will provide or cause to be provided promptly to the Reviewing Party any information reasonably requested by the Reviewing Party. The fees If the Reviewing Party submits comments to the Preparing Party within such review period, the Preparing Party shall consider in good faith and expenses of incorporate any reasonable comments from the Accounting Firm shall Reviewing Party. If the Reviewing Party does not submit comments within such review period, then the Reviewing Party will be paid in a manner similar deemed to that set forth in Section 2.6(a)(iv)have approved such Tax Returns.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GPB Holdings II, LP)
Responsibility for Filing Tax Returns. (i) The Sellers Seller shall timely prepare or cause to be timely prepared, include the income of the Copley Midwest Subsidiaries on Seller’s consolidated federal and timely file or cause to be timely filed all state Tax Returns with respect to Taxes based on income or gains of each of the Companies for all periods through the Closing Date and pay any federal or state Taxes attributable to such income. For all taxable years or periods ending on or prior to before the Closing Date (“Pre-Closing Date Date, Seller shall cause the Copley Midwest Subsidiaries to join in Seller’s consolidated federal or state Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Return and, in jurisdictions requiring separate reporting, to file separate company state and local Tax Returns”). All Pre-Closing Income such Tax Returns shall be prepared and filed by Seller in compliance a manner consistent with all past practice, except as required by a change in applicable Tax LawsLaw. The Sellers Buyer shall provide cause the Copley Midwest Subsidiaries to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 5.10. Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) shall, and shall permit Buyer cause it Affiliates to, consult and cooperate with Seller as to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause elections to be timely prepared, and timely file or cause to be timely filed all non-income made on Tax Returns of each of the Companies any Copley Midwest Subsidiary for all taxable years or periods ending on or prior before the Closing Date; provided, that, except as required by applicable Law, Seller shall not cause any new or different elections to be made if such elections would be reasonably expected to have a Material Adverse Effect on the Copley Midwest Business, taken as a whole. Buyer and Seller agree to report all transactions not in the Ordinary Course of Business occurring on the Closing Date first after Buyer’s purchase of the stock of the Copley Midwest Subsidiaries on Buyer’s federal income Tax Return to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to indemnify Seller for any additional Tax owed by Seller (including Tax owed by Seller due after to this indemnification payment) resulting from any transaction engaged in by the Copley Midwest Subsidiaries not in the Ordinary Course of Business occurring on the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all after Buyer’s purchase of the stock of the Copley Midwest Subsidiaries. Buyer shall cause the Copley Midwest Subsidiaries to file Tax Returns of either of the Companies for all taxable periods other than periods ending on or years that include, but do not end on, before the Closing Date (Date; provided, that, with respect to any such period, a “Straddle Period” , Buyer shall provide Seller with a reasonable opportunity to review and consult with Buyer on any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) Returns and shall permit the Representative to review and comment on incorporate such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown changes as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes in its exercise of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b)good faith, determines are not unreasonable.
(iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv).
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (GateHouse Media, Inc.)
Responsibility for Filing Tax Returns. (ia) The Sellers For any Pre-Closing Period of the Corporation or any of its Subsidiaries, Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed (in a manner consistent with existing procedures, practices and accounting methods) with the appropriate taxing authorities, all Tax Returns with respect required to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due be filed after the Closing Date (“Pre-Closing Income Tax Returns”)Effective Date. All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers Buyer shall provide Buyer with a draft copy of each such Pre-Closing Income Tax Return no later than thirty (30) to Sellers’ Representative for its review and comment at least 30 days prior to the due date thereof (taking all valid extensions into account) of each such Tax Return and Sellers’ Representative shall permit Buyer to review and comment on each such Pre-Closing Income Tax ReturnsReturn within 30 days of receipt. The Sellers Buyer shall address in good faith Buyer’s incorporate all reasonable comments made by Sellers’ Representative to each such Tax Return, timely file each such Tax Return, and pay all Taxes due with respect to such Pre-Closing Income Tax Returns, subject to Buyer’s right to be indemnified by the Sellers pursuant to Section 7.4; provided, however, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers such Tax Return shall be responsible for paying all Taxes filed without the prior written consent of each of the Companies shown as due on any Pre-Closing Income Tax ReturnSellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed.
(iib) Buyer shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Corporation or any of its Subsidiaries for taxable years or periods ending after the Effective Date and shall remit any Taxes due in respect of such Tax Returns.
(c) For any Straddle Period, Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and filed, all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” Corporation and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior its Subsidiaries required to the due date thereof (taking all valid extensions into account) be filed and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made pay all Taxes due with respect to such Tax ReturnsReturns (subject to Buyer’s right to be indemnified by the Sellers pursuant to Section 7.4; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior respect to the due date thereof (taking all valid extensions into account)taxable periods covered by such Tax Returns. Buyer Each such Tax Return shall be responsible for paying all Taxes prepared on a basis consistent with existing procedures, practices and accounting methods unless otherwise required by applicable law. No such Tax Return shall be filed without the prior written consent of each Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) If Buyer files any amended Tax Return of the Companies shown as due on Corporation or any such Pre-Closing Non-Income of its Subsidiaries, or any Tax Return or Straddle Period relating to a jurisdiction in which neither the Corporation nor any of its Subsidiaries currently files a Tax Return; provided, howeverin each case, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on for any Pre-Closing Non-Income Period, Buyer shall provide Sellers’ Representative prior written notice and an opportunity to comment on any such filing. Buyer shall not file any such Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or any such amended Tax Return) unless, in the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith judgment of Buyer’s counsel, such filing is necessary to resolve such dispute comply with law or controversyfor consistency with past or existing procedures, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive practices and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)accounting methods.
Appears in 1 contract
Samples: Stock Purchase Agreement (Walter Investment Management Corp)
Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare or cause to be timely prepared and file or cause to be filed (with the cooperation of the Purchaser) any (i) partnership income Tax Returns for the Company or its Subsidiaries and (ii) any income Tax Returns for the Blocker Corp, in each case, with respect to taxable periods ending on or before the Closing Date. For the purpose of preparing the Tax Returns described in the preceding sentence, (x) the parties agree that the 2012 partnership income Tax Returns for the Company and Actient Therapeutics LLC shall be prepared in a manner consistent with the final Schedules K-1 distributed with respect thereto and (y) for any partnership or other flow-through entity in which the Company or its Subsidiaries own an interest (directly, or through other partnerships or flow-through entities) whose taxable year does not end on the Closing Date, the Purchaser shall prepare or caused to be prepared, at the Sellers’ sole cost and expense, pro forma income Tax Returns reflecting a “closing of the books” for such partnership or flow-through entity as of the end of the Closing Date and provide such pro forma Tax Returns to the Representative at least thirty (30) days prior to the date any Tax Returns described in the preceding sentence are required to be filed; provided, that the parties hereto agree that the pro forma Tax Return for Actient Therapeutics LLC will reflect an adjustment to reverse any overallocation of items of income to Slate Pharmaceuticals, Inc. for 2012 (and corresponding underallocation to Actient Holdings LLC). The Representative shall be entitled to review and comment on any such pro forma Tax Return and the Purchaser shall accept and reflect on such pro forma Tax Return any reasonable comments provided by the Representative and any Tax Returns filed or caused to be filed by the Purchaser pursuant to this Section 8.03(b) shall be consistent with the pro forma Tax Returns reflecting the reasonable comments of the Representative. The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all other Tax Returns with respect to Taxes based on income or gains of each of for the Companies Company and its Subsidiaries and the Blocker Corp for all taxable years periods (or periods portions thereof) ending on or prior to or including the Closing Date the due date of which (“Pre-Closing Date Tax Periods ”including extensions) first due is after the Closing Date (“Pre-Closing Income Date. Each such Tax Returns”). All Pre-Closing Income Tax Returns Return shall be prepared and timely filed in compliance a manner consistent with all past practice, except as otherwise required by a change in applicable Tax LawsLaw. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than At least thirty (30) days prior to the due date thereof (taking all valid extensions into account) and on which each such Tax Return is required to be filed, the Purchaser shall permit Buyer submit such Tax Return to the Representative for the Representative’s review and comment approval as provided in the third-to-last sentence of this Section 8.03(b). The Purchaser shall accept and reflect on such Pre-Closing Income Tax ReturnsReturn any reasonable comments provided by the Representative. The Sellers No Tax Return described in this Section 8.03(b) shall address in good faith Buyer’s comments made with respect be filed without the written consent of Representative, which consent may not be unreasonably withheld, conditioned or delayed. If the parties are unable to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than resolve any dispute arising under this Section 8.03(b) within fifteen (15) days prior to for the final due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income filing an applicable Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated thereinavailable automatic extensions), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolutionto the Valuation Firm, which resolution shall be final, conclusive will promptly determine those matters in dispute (based on presentations from the parties and binding not based on the parties, its independent review) and will render a written report as to the Accounting Firmdisputed matters. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees costs and expenses of the Accounting Valuation Firm shall will be paid in a manner similar to that set forth in Section 2.6(a)(iv)split evenly by the Purchaser and the Representative.
Appears in 1 contract
Responsibility for Filing Tax Returns. (ia) The Sellers shall Stockholders will prepare, or cause to be prepared, and timely prepare file, or cause to be timely preparedfiled, all Tax Returns for the Company and timely file Company Subsidiaries for all Pre-Closing Tax Periods (except as provided in Section 7.1(b) with respect to Straddle Tax Returns); provided, however, that, in the case of Tax Returns that have not been filed prior to the Closing Date, the Parent shall prepare, or cause to be timely filed all prepared, an initial draft of such Tax Returns and provide the Stockholders’ Representative with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income such draft Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Preat least forty-Closing Income Tax Return no later than thirty five (3045) days prior to the due date thereof of such Tax Returns together with any supporting documentation or other schedules or statements relevant to the preparation of such Tax Returns and accept any changes requested by the Stockholders for which there is a reasonable basis. In the case of Tax Returns that are filed after the Closing Date, the Parent shall cause the Company or Company Subsidiary as appropriate to sign and timely file such Tax Returns reflecting such changes requested by the Stockholders.
(taking b) The Parent shall prepare and timely file, or cause to be prepared and timely filed, all valid extensions into accountStraddle Tax Returns required to be filed by the Company and the Company Subsidiaries which shall be prepared in accordance with the Company and the Company Subsidiaries’ past practice and consistent with the Company and the Company Subsidiaries’ past policies (unless otherwise required by law) and shall permit Buyer cause the Company and Company Subsidiaries to review pay the Taxes shown to be due thereon. The Stockholders’ Representative will furnish to the Parent all information and comment on such Pre-Closing Income records that are in the Stockholders’ possession reasonably requested by the Parent for use in preparation of any Straddle Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer Parent shall provide the Stockholders’ Representative with a draft of each Pre-Closing Non-Income any Straddle Tax Return and Straddle Period Tax Return no later than at least thirty (30) days before such Tax Return is due and the Stockholders shall then have ten (10) days to review, comment upon and reasonably approve or disapprove any such Tax Return prior to the due date thereof being filed.
(taking c) The Parent shall prepare, or cause to be prepared, all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns for the Company and Straddle Period Company Subsidiaries for all Post Closing Tax Returns. Buyer shall address Periods consistent with past practices unless the derivation therefrom is not reasonably likely to result in good faith the Representative’s comments made a material increase of Taxes with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible Company or any Company Subsidiary for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing NonTax Period. Neither the Parent, the Company, nor any Company Subsidiary shall claim any deduction in connection with the bonuses payable on the Closing Date prior to the Closing as described on Schedule 5.1(h) to the Company’s Disclosure Schedule, in any Post-Income Closing Tax Return Period.
(d) In the case of any Straddle Period, (i) real, personal and intangible property Taxes (“Property Taxes”) of the Company and Company Subsidiaries for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company and Company Subsidiaries (other than Property Taxes) for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the day prior to the Closing Date. Notwithstanding the foregoing, Taxes of the Company or any Company Subsidiary with respect to a Straddle Period Tax Return which pertain to and arise from any period (or portion thereof) after the Closing Date and for which the Company or any Company Subsidiary would not have been liable had the Company or Company Subsidiary remained an S corporation or Qualified Subchapter S Subsidiary, respectively, under section 1361 or section 1362 of the Code (or comparable provision of state or local law under which the Company or the Company Subsidiary does business) shall not be apportioned to the Pre-Closing Tax Period as described above.
(e) The Parent shall promptly pay or shall cause prompt payment to be made to the Stockholders of the amount of any refund of Taxes plus interest thereon (net of any Taxes) with respect to the Interim Company or any Company Subsidiary for any Pre-Closing Tax Period as determined upon receipt by the Company or any Company Subsidiary (or any successor or any affiliate of the Company or any Company Subsidiary) of such refund unless and to the extent that such refund was reflected in accordance with Section 6.7(b)the Closing Date Balance Sheet.
(iiif) With respect to The Parent shall not file any dispute or controversy relating to the preparation of any amended Tax Return addressed by Section 6.7(a)(i) of the Company or (ii) (including whether comments any Company Subsidiary for any Pre-Closing Tax Period or Straddle Period without the consent of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolutionStockholders, which resolution consent shall not be finalunreasonably withheld or delayed.
(g) In the event that the 11% Senior Notes are defeased and called for redemption during a Post-Closing Tax Period, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after of the date on which the Company files its engagementU.S. federal income tax return for such period the Parent shall pay or shall cause payment to be made to the Stockholders of the amount by which (i) the Company’s liability for U.S. federal income taxes and state and local income and franchise taxes for the period, calculated by excluding the income tax deduction attributable to the defeasance and call of the 11% Senior Notes, exceeds (ii) the Company’s actual liability for such federal, state and local income and franchise taxes for such taxable period, calculated by taking into account the income tax deduction attributable to the defeasance and call of the 11% Senior Notes (to the extent permitted by law), its resolution in each case excluding any payments made by the Parent, the Surviving Corporation or MidOcean in connection with the defeasance and call of the matter11% Senior Notes that are excluded from the calculation of Adjusted Debt. The fees and expenses Along with payment, the Parent shall provide or cause to be provided to the Stockholders a certificate signed by the Chief Financial Officer of the Accounting Firm Company setting out the calculation of the amount paid to the Stockholders pursuant to this Section 7.1(g). In the event that the Company incurs a net operating loss for the period in which the deduction attributable to the defeasance and call is claimed, the payment obligation of Parent under this subsection shall be paid deemed to arise in respect of each succeeding period until the benefit of the deduction has been realized. In such case, the Parent’s obligation shall be determined by applying the principles of this subsection, comparing the Company’s cumulative federal, state and local income and franchise tax liability without the benefit of the defeasance deduction with the liability taking the deduction into account, commencing with the Closing, and a manner certificate similar to that set forth described in the preceding sentence shall be provided in respect of each such period within 15 days of the filing of the Company’s U.S. federal income tax return for such period.
(h) The parties agree to treat the transactions contemplated by Sections 1.4 and 1.5 of this Agreement in the following manner for U.S. federal income tax purposes: (i) the transfer by each Stockholder of a portion of such Stockholder’s Common Stock to Parent in exchange for Preferred Units in a transaction that is tax-free under Section 2.6(a)(iv721(a) of the Code and (ii) the sale of the balance of each Stockholders’ Common Stock for Cash Merger Consideration. The Stockholders may prior to the Closing identify to the Parent the block or blocks of Common Stock subject to each of (i) and (ii) provided, that any such identification is consistent with Exhibit A, as revised if applicable. In addition, the parties will treat the Company as an S corporation through the day prior to the Closing Date, with the short period being treated as an S short year under Section 1362(e). The Company’s income or loss for the short tax year will be determined based on an interim closing of the Company’s books as of the close of the business on the day prior to the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Sbarro Inc)
Responsibility for Filing Tax Returns. (ia) The Sellers shall timely Seller will prepare or cause to be timely prepared, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of the Companies for Seller’s Choice for all taxable years or periods ending on or prior to the Closing Date.
(b) Buyer shall prepare and timely file all Tax Returns of Seller’s Choice for all taxable periods that include but do not end on the Closing Date (such period a “Pre-Closing Date Tax Periods Straddle Period”) first due filed after the Closing Date (the “Pre-Closing Income Tax Straddle Period Returns”). All Pre-Closing Income Tax such Straddle Period Returns shall be prepared and filed in compliance a manner consistent with all the past practice unless otherwise required by applicable Tax Lawslaw. The Sellers Buyer shall provide Buyer with a draft deliver drafts of each such Pre-Closing Income Straddle Period Tax Return no later than and Buyer’s calculation of the Seller’s share of such Taxes with respect to each Straddle Period Tax Return (determined in accordance with Section 8.01(b)(iv) to the Seller for its review and approval at least thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment of such Straddle Period Tax Return. If the Seller disputes any item on such Pre-Closing Income Straddle Period Tax Returns. The Sellers Return and/or the calculation of the Seller’s share of liability for such Straddle Period, it shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that notify the Buyer must provide the Sellers with its comments no later than (by written notice within fifteen (15) days prior of receipt of such draft of such Straddle Period Tax Return) of such disputed item (or items) and the basis for its objection. If the Seller does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Straddle Period Tax Return, and the Buyer’s calculation of the Seller’s share of the Taxes shall be deemed to be accepted and agreed upon, and final and conclusive, for purposes of this Section 8. Prior to the due date thereof (taking all valid extensions into account). The Sellers Due Date for such Tax Return, the Seller shall be responsible for paying all pay to the Buyer any Taxes of each allocated to the portion of the Companies shown Straddle Period ending on and including the Closing Date.
(i) The Parties hereto shall provide each other with such reasonable cooperation and information as due any of them reasonably may request of another in filing any Tax Return or conducting any audit, investigation or other proceeding in respect of Taxes. Each such party will make its representatives available on a mutually convenient basis to provide explanations of any Pre-Closing Income documents or information provided hereunder. Each such party will make available all Tax ReturnReturns, schedules and work papers and all other records or documents relating to Tax matters of Seller’s Choice in their possession or control, including audit reports received from any Tax authority relating to any Tax Return of Seller’s Choice, until the expiration of the statute of limitations of the respective Tax periods to which such Tax Returns and other documents relate.
(ii) Buyer shall timely prepare The Parties hereto, to the extent required or cause to be timely preparedpermitted by applicable law, and timely file or cause to be timely filed all non-income Tax Returns of each will treat the Closing Date as the last day of the Companies taxable period of Seller’s Choice for all Tax purposes.
(iii) Whenever it may be necessary to allocate Taxes arising in a Straddle Period:
1. except as provided in clause (ii) below, the allocation of such Taxes between the taxable years or periods period ending on or prior to the Closing Date first due and with respect to any Straddle Period that portion of the Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”) and the taxable period ending after the Closing Date and with respect to any Straddle Period that portion of the Straddle Period beginning on the day after the Closing Date (the “Post-Closing Tax Period”) shall be made on the basis of an interim closing of the books as of the end of the Closing Date; and
2. in the case of any Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, or any real property, personal property or similar ad valorem Taxes that are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period. However, any such Taxes attributable to any property that was owned by Seller’s Choice at some point in the Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either Period, but is not owned as of the Companies for all taxable periods or years that includeClosing Date, but do not end on, shall be allocated entirely to the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return Period.
(iv) After the Closing Date, Buyer and Straddle Period Tax Return no later than thirty (30) days prior to Seller respectively, shall inform the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address other party in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each writing of the Companies shown as due on commencement of any such Preclaim, audit, investigation, examination, or other proceeding or self-Closing Non-Income assessment relating in whole or in part to Taxes (“Tax Return Contest”) for which Buyer may be entitled to indemnification from the Seller, or Straddle Period Tax ReturnSeller may be entitled to indemnification from the Buyer, under this Agreement; provided, however, that Representative shallone party’s failure to give such notice shall not relieve the other parties of their indemnification obligations hereunder except to the extent such other parties are actually and materially prejudiced thereby. Seller shall have the right to represent the interests of Seller’s Choice in all Tax Contests that relate exclusively to a Pre-Closing Tax Period (a “Seller Tax Contest”); provided, within 5 Business Days of demand by Buyerhowever, pay that (i) all Taxes of either of the Companies shown as due on Seller shall keep Buyer reasonably informed and consult in good faith with Buyer with respect to any Pre-Closing Non-Income issue relating to such Tax Return Contest (and Buyer, at its own expense, will be permitted to attend meetings with taxing authorities) and (ii) Taxes on Seller shall timely provide Buyer with copies of all relevant correspondence, notices and other written materials received from any Straddle Period taxing authorities and shall otherwise keep Buyer advised of significant developments in such Tax Return Contest and of significant communications involving representatives of the taxing authorities. Seller shall not agree or consent to compromise or settle any Tax Contest without the Buyer’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. Buyer shall have the right to control all Tax Contests (other than a Seller Tax Contest which Seller chooses to control); provided, however, that, to the extent that any such Tax Contest could reasonably be expected to result in a Tax indemnification liability of the Seller pursuant to this Agreement, (i) Buyer shall keep Seller reasonably informed and consult in good faith with Seller with respect to the Interim Period as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute or controversy issue relating to the preparation of any such Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Contest.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Jerrick Media Holdings, Inc.)
Responsibility for Filing Tax Returns. (i) The Sellers Blocker Owners (or their designees) shall timely prepare prepare, or cause to be timely prepared, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of for the Companies Blocker Entities for all taxable years or periods ending on or prior to before the Closing Date (each a “Pre-Closing Date Tax Periods Return”) first due after and the Closing Date (“Parties agree that the Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance a manner consistent with all applicable Tax Lawsthe Blocker Entities’ past practices. The Sellers Parent shall provide Buyer cooperate with a draft of each the Blocker Owners in filing such Pre-Closing Income Tax Return no later than thirty Returns, including causing the Blocker Entities to sign such returns. At least twenty (3020) days prior to the due date thereof on which any Pre-Closing Tax Return is required to be filed (taking all into account any valid extensions into account) and extensions), the Blocker Owners shall permit Buyer to review and comment on submit such Pre-Closing Income Tax ReturnsReturn to Parent for Parent’s review. The Sellers Parent shall address provide written notice to the Blocker Owners of its disagreement with any items in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Return within ten (10) days of its receipt of such Pre-Closing Tax Return, and if Parent fails to provide such notice, such Pre-Closing Tax Return shall become final and binding upon the parties hereto, and Parent shall file such Pre-Closing Tax Return as prepared by the Blocker Owners.
(ii) Parent (or its designee) shall prepare, or cause to be prepared, all Tax Returns for the Blocker Entities for all Straddle Periods (“Straddle Period Tax Returns; provided, ”) and the Parties agree that Buyer must provide the Sellers Straddle Period Tax Returns shall be prepared in a manner consistent with its comments no later than fifteen the Blocker Entities’ past practices. At least twenty (1520) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on which any Straddle Period Tax Return with respect is required to be filed (taking into account any valid extensions), Parent shall submit such Straddle Period Tax Returns to the Interim Blocker Owners for the Blocker Owner’s review. The Blocker Owners shall provide written notice to Parent of its disagreement with any items in such Straddle Period as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(iwithin ten (10) or (ii) (including whether comments days of Buyer or its receipt of such Straddle Period Tax Return, and if the RepresentativeBlocker Owners fail to provide such notice, as applicable, should be incorporated therein), Buyer such Straddle Period Tax Return shall become final and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, binding upon the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)hereto.
Appears in 1 contract
Samples: Purchase Agreement (Aaron's Inc)
Responsibility for Filing Tax Returns. (i) The Sellers shall prepare in a manner consistent with past practice and timely prepare file any Pre-Closing Separate Return that is required by Applicable Law to be filed on or before the Closing Date and shall timely pay, or cause to be timely preparedpaid, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first relevant Taxing Authority the amount shown as due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Separate Return.
(ii) Buyer In the case of any Pre-Closing Separate Return for Income Taxes that is required by Applicable Law to be filed after the Closing Date, Sellers shall timely prepare prepare, or cause to be timely prepared, in a manner consistent with past practice such Pre-Closing Separate Return (except as otherwise required by Applicable Law) and timely file deliver any such Pre-Closing Separate Return related to Income Taxes (or substantially completed drafts of such Pre-Closing Separate Returns) to Purchaser for review and comment at least 30 Business Days before it is due. Sellers shall consider in good faith Purchaser’s reasonable comments received by Sellers within 10 Business Days of Purchaser’s receipt of such Pre-Closing Separate Return in the case of a Pre-Closing Separate Return for Income Taxes and, to the extent necessary, deliver an amended Pre-Closing Separate Return to Purchaser. Purchaser shall file, or cause to be timely filed, such amended Pre-Closing Separate Return with the relevant Taxing Authority. In the case of any material Pre-Closing Separate Return that is not for Income Taxes and that is required by Applicable Law to be filed after the Closing Date, Purchaser shall prepare, or cause to be prepared, in a manner consistent with past practice such Pre-Closing Separate Return (except as otherwise required by Applicable Law) and deliver any such Pre-Closing Separate Return (or substantially completed drafts of such Pre-Closing Separate Returns) to Sellers for review and comment within a reasonable period of time (and in any event no later than three (3) Business Days) before it is due. With Sellers’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), Purchaser shall file, or cause to be filed, such Pre-Closing Separate Return with the relevant Taxing Authority; provided, that in all noncases Purchaser shall be entitled to file such Pre-income Tax Closing Separate Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first date that they are due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on amend any such Pre-Closing NonSeparate Returns after they are filed if such amendment is reasonably requested by Sellers. All reasonable out-Income of-pocket expenses of Purchaser related to such amendment shall be paid by Sellers.
(iii) Purchaser shall prepare, or cause to be prepared, in a manner consistent with past practice (except as otherwise required by applicable Law) all Tax Returns required to be filed by or with respect to each Acquired Company for any Straddle Period, other than a Tax Return or with respect to a Seller Consolidated Group (the “Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days Returns”). Purchaser shall deliver any such Straddle Period Tax Return related to Income Taxes and any other such material Straddle Period Tax Return (or substantially completed drafts of demand by Buyer, pay such Straddle Period Tax Returns) to Sellers for review and comment (i) all at least 30 Business Days before it is due in the case of a Straddle Period Tax Return for Income Taxes or (ii) within a reasonable period of either time (and in any event no later than 3 Business Days) before it is due in the case of a material Straddle Period Tax Return (for Taxes other than Income Taxes). Purchaser shall consider in good xxxxx Xxxxxxx’ reasonable comments relating to the Companies shown as due on any Pre-Closing Non-Income Tax Period received by Purchaser within either (y) 10 Business Days after Sellers received such Straddle Period Tax Return and from Purchaser in the case of a Straddle Period Tax Return for Income Taxes or (iiz) a reasonable period of time before it is due in the case of a material Straddle Period Tax Return for Taxes on any other than Income Taxes, and, to the extent necessary, deliver an amended Straddle Period Tax Return to Sellers. Purchaser shall file, or cause to be filed, such amended Straddle Period Tax Return with respect the relevant Taxing Authority; provided, that if Sellers and Purchaser are unable to the Interim Period as determined in accordance with Section 6.7(b).
(iii) With respect to resolve any dispute or controversy relating to the preparation content of any a Straddle Period Tax Return addressed after Purchaser has considered Sellers’ comments in good faith, the item or items in dispute shall be resolved by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer Accounting Arbitrator and the Representative dispute resolution procedure of Section 2.5 shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firmgovern. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representativecosts, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm Arbitrator shall be paid borne in a the manner similar to that set forth described in Section 2.6(a)(iv2.5(c)(iii). If any dispute pursuant to this Section 5.12(a)(iii) is not resolved by the time the relevant Straddle Period Tax Return is due, Purchaser shall timely file such Straddle Period Tax Return in its discretion, but any payments required pursuant to this Agreement with respect to such Straddle Period Tax Return shall be based on the final resolution of the dispute; provided, that Purchaser shall provide Sellers with a copy of any Straddle Period Tax Return not submitted to Seller for review pursuant to this Section 5.12(a)(iii) no later than ten (10) Business Days after filing such Straddle Period Tax Return.
(iv) At least two Business Days before the due date of any Pre-Closing Separate Return filed after the Closing Date or any Straddle Period Tax Return, Sellers shall pay to Purchaser the amount for which Sellers have an indemnification obligation pursuant to Section 8.3.
Appears in 1 contract
Responsibility for Filing Tax Returns. (i) The Sellers Del Monte shall timely prepare and file (or cause to be timely prepared, prepared and timely file or cause to be timely filed filed) all Tax Returns with respect to Taxes based on income or gains of each of the Companies Del Monte for all taxable years or periods ending on or before the Closing Date (the "Pre-Closing Tax Returns”) that are required to be filed on or prior to the Closing Date (“and all such Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance a manner consistent with all prior practice in respect of such entities unless otherwise required by applicable Tax LawsLaw or unless Parent consents to such different treatment, such consent not to be unreasonably withheld, conditioned or delayed. The Sellers Del Monte shall provide Buyer with (or cause to be provided) to Parent a draft copy of each any such Pre-Closing Income Tax Return no later than thirty filed prior to the Closing Date at least fifteen (3015) days Business Days prior to the due date thereof for filing such return, and Parent shall have ten (taking all valid extensions into account10) and shall permit Buyer Business Days in which to review and comment on such Pre-Closing Income Tax Returnsreturn prior to the filing thereof. The Sellers Del Monte shall address consider in good faith Buyer’s any comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen provided by Parent. Del Monte shall pay (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause to be timely prepared, paid) prior to Closing all Taxes due and timely file or cause payable on the Pre-Closing Tax Returns required to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date. Del Monte shall not file any amended Pre-Closing Tax Return without the consent of the Parent, such consent not to be unreasonably withheld, conditioned or delayed.
(ii) The Sellers’ Representative shall timely prepare and file (or cause to be prepared and filed) all Forms 1120S (and all related state and local income Tax Returns) of Del Monte for all taxable periods ending on or before the Closing Date first due that are required to be filed after the Closing Date (“and all such Pre-Closing Non-Income Tax Returns”) and all Tax Returns shall be prepared in a manner consistent with prior practice of either Del Monte unless otherwise required by applicable Law or unless Parent consents to such different treatment, such consent not to be unreasonably withheld, conditioned or delayed. The Sellers’ Representative shall provide (or cause to be provided) to Parent a copy of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty Returns at least twenty (3020) days Business Days prior to the due date thereof for filing such returns, and Parent shall have ten (taking all valid extensions into account10) and shall permit the Representative Business Days in which to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returnsreturns prior to the filing thereof. Buyer The Sellers’ Representative shall address consider in good faith any comments provided by Parent. The Sellers’ Representative shall timely pay (or cause to be paid) all Taxes shown as due and payable on any Tax Returns filed pursuant to this subsection (b)(ii).
(iii) Notwithstanding anything herein or in the Representative’s comments made with Indemnification Agreement to the contrary, the provisions of this Section 4.10(b)(iii) shall control the contest of any Tax Claim. For purposes of this Agreement, a “Tax Claim” means the assertion of any claim, or the commencement of any audit, suit, action or proceeding involving Taxes. After the Closing, the Surviving Company agrees to give written notice to the Sellers’ Representative of the receipt of any written notice by the Surviving Company which involves a Tax Claim in respect of which indemnity may be sought pursuant to the Indemnification Agreement within twenty (20) days of such Tax Returnsreceipt of such written notice; provided, that failure to comply with this provision shall not affect any party’s right to indemnification under the Representative must provide Buyer with comments no later than fifteen (15) days prior Indemnification Agreement except to the due date thereof (taking all valid extensions into account)extent such failure materially impairs the Sellers’ Representative’s ability to contest any such Tax Claim. Buyer shall be responsible for paying all Taxes In the case of each a Tax Claim relating solely to a Tax period of Del Monte ending on or before the Closing Date, the Sellers’ Representative, at the expense of the Companies shown as due on Sellers’ Representative, may participate in and, upon the written notice to the Surviving Company, assume control of the defense of any such Pre-Closing Non-Income Tax Return or Straddle Period Tax ReturnClaim; provided, however, that the Sellers’ Representative shallshall have no right to represent the Surviving Company’s interest in any Tax Claim unless the Sellers’ Representative, within 5 Business Days on behalf of demand by Buyerthe Selling Party Indemnitors, pay (i) all agrees with the Surviving Company that, as between the Selling Party Indemnitors and the Surviving Company, the Selling Party Indemnitors shall be liable for any Losses relating to Taxes that result from such Tax Claim; provided, further, that if the Sellers’ Representative so assumes control, the Surviving Company may participate in the conduct of such Tax Claim at its own expense. Notwithstanding the foregoing, the Sellers’ Representative shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of either the Surviving Company (or any of its Affiliates) for any period after the Closing to any extent unless the Selling Party Idemnitors have indemnified the Surviving Company or the applicable Affiliate against the effects of any such settlement (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return Surviving Company, which consent shall not be unreasonably withheld or delayed. Any proceeding with respect to which the Interim Period as determined Sellers’ Representative does not assume control in accordance with this Section 6.7(b).
(iii4.10(b)(iii) With respect to any dispute may be settled or controversy relating to compromised in the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution discretion of the matter. The fees Surviving Company, and expenses of any such settlement or compromise shall not affect the Accounting Firm shall be paid in a manner similar Surviving Company’s or Parent’s right to that set forth in Section 2.6(a)(iv)indemnification under this Agreement.
Appears in 1 contract
Responsibility for Filing Tax Returns. (i) The Sellers Seller, at its sole cost and expense, shall timely prepare prepare, or cause to be timely prepared, and shall timely file file, or cause to be timely filed all filed, any Tax Returns with respect to Taxes based on income or gains of each Return of the Target Companies for due (after taking into account all taxable years or periods ending appropriate extensions) on or prior to before the Closing Date (“and any Income Tax Return of the Target Companies for any Pre-Closing Date Tax Periods ”) first due after Period (the Closing Date (“Pre-Closing Income Tax Seller Prepared Returns”). All Pre-Closing Income Tax Such Seller Prepared Returns shall be prepared on a basis consistent with existing procedures and practices and accounting methods, and, to the extent applicable, the conventions provided in compliance with all applicable Tax LawsSection 5.10(a)(v). The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than At least thirty (30) days prior to the due date thereof (taking all valid extensions into account) and of any Seller Prepared Return due after the Closing Date, the Seller shall permit Buyer submit such Seller Prepared Return to the Purchaser for its review and comment on such approval, which approval shall not be unreasonably withheld, delayed or condition. Thereafter, the Purchaser shall cause the applicable Target Company to sign and timely file the Seller Prepared Return in the form agreed to by the Seller
(ii) Any tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into among the Target Companies or with the Seller shall be terminated as of the Closing Date and after the Closing Date neither any Target Company nor the Purchaser shall be bound thereby or have any liability thereunder. (iii) The Purchaser, at the cost and expense of the applicable Target Company, shall timely prepare and file, or cause to be timely prepared and filed, when due, all Tax Returns of the Target Companies due after the Closing Date (including all Straddle Period Tax Returns) other than Seller Prepared Returns (the “Purchaser Prepared Returns”). To the extent that a Purchaser Prepared Return relates to a Pre-Closing Income Tax ReturnsPeriod or a Straddle Period, such Tax Return shall be prepared on a basis consistent with existing procedures and practices and accounting methods of the Target Companies in effect as of the Closing Date, and, to the extent applicable, the conventions provided in Section 5.10(a)(v). The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen At least ten (1510) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any such Purchaser Prepared Return that relates to a Pre-Closing Income Tax Period or Straddle Period and that shows an Indemnified Tax, the Purchaser shall provide a draft of such Tax Return to the Seller for the Seller’s review and comment. With respect to any such Purchaser Prepared Return.
, the Purchaser shall consider the Seller’s comments in good faith; provided, however, that Purchaser shall be required to incorporate Seller’s comments except to the extent that (i) the draft of such Purchaser Prepared Return provided to the Seller by the Purchaser was prepared on a basis consistent with existing procedures, practices and accounting methods and any deviation was required by applicable Law or (ii) Buyer shall timely prepare or cause they relate to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns a position for which the draft of each of the Companies for all taxable years or periods ending on or prior any such Purchaser Prepared Return provided to the Closing Date first due after Seller by the Closing Date Purchaser has substantial authority. At least three (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (303) days prior to the due date thereof of any Purchaser Prepared Return due after the Closing Date, the Seller shall pay to the Purchaser (taking all valid extensions into accountfor payment to the applicable Governmental Authority) the amount of any Indemnified Tax shown as due and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made payable with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv).
Appears in 1 contract
Samples: Stock Purchase Agreement (Federal Signal Corp /De/)
Responsibility for Filing Tax Returns. (i) The Sellers shall timely Buyer will, at its own cost, prepare or cause to be timely prepared, and timely file or cause to be timely filed filed, all Tax Returns with respect to Taxes based on income or gains of each of for the Acquired Companies for all taxable years or periods ending on or prior to the Closing Date (“any Pre-Closing Date Tax Periods ”Period or Straddle Period the due date of which (taking into account extensions of time to file) first due is after the Closing Date (“but only if not filed prior to the Closing. Buyer will timely pay, or cause to be timely paid, any amount shown as due on such Tax Returns, provided that such payment will not void any of Seller's indemnification obligations pursuant to Article X. All such Tax Returns that are with respect to Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall Periods will be prepared in compliance a manner consistent with the past custom and practice of the Acquired Companies, unless otherwise required by applicable Law; provided that, to the maximum extent permitted by applicable Law, all applicable Transaction Tax LawsDeductions will be deducted on the income Tax Returns of the Company for the taxable period that ends on the Closing Date and the Company will make the safe harbor election under Revenue Procedure 2011-29. The Sellers shall provide At least 30 days prior to the date on which each Tax Return is due, Buyer with will submit a draft copy of each such Pre-Closing Income Tax Period or Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer Seller for Seller to review and comment on such Pre-Closing Income Tax Returns. The Sellers comment, and shall address consider in good faith Buyer’s any comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Returnby Seller.
(ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each For the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Buyer will cause the Acquired Companies to carry on their business only in the ordinary course in the same manner as heretofore conducted and will not convert or otherwise change the form of any of the Acquired Companies under applicable state, local or foreign Law. The Acquired Companies will elect with the relevant taxing authority to treat for all taxable years or periods ending on or prior to purposes the Closing Date first due as the last day of a taxable period of the Acquired Companies to the extent such election is permissible under applicable Law. The parties agree that the Buyer and its Affiliates and the Acquired Companies will not make an election under Treasury Regulation §1.1502-76(b)(2)(ii)(D) to ratably allocate items (or make any similar election or ratably allocate items under any corresponding provision of state, local or foreign Law). If applicable Law does not permit any Acquired Company to close its Tax period at the Closing Date, (A) the amount of Taxes or Tax refunds that are based on or measured by income, receipts, sales or payroll allocable to the portion of such period ending at the Closing Date shall be deemed equal to the amount that would be payable or received if the relevant taxable period ended at the end of the day on the Closing Date, determined on a closing of the books methodology at the Closing Date (and for such purpose the tax year of any Subsidiary of the Company that is a partnership or is organized outside of the United States shall also be deemed to end at the end of the day on the Closing Date) and (B) the amount of any other Taxes allocable to the portion of such period ending at the end of the day on the Closing Date shall be the amount of such Taxes or Tax refunds for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on and including the Closing Date and the denominator of which is the number of days in the entire period. Any allocation of income or deductions required to determine any Income Taxes relating to such period shall be taken into account as though the relevant taxable period ended at the end of the day on the Closing Date and by means of a closing of the books and records of the Acquired Company at the Closing date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending at the Closing Date and the period after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns in proportion to the number of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any days in each such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b).
(iii) With Any refunds paid or credited to the Acquired Companies with respect to any dispute or controversy relating to the preparation of any Pre-Closing Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution Period shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution property of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Buyer.
Appears in 1 contract
Responsibility for Filing Tax Returns. (i) The Sellers shall timely Parent will prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all Tax Returns for the Company and its Subsidiaries that have not been filed as of the Closing Date. Parent will timely pay or cause to be timely paid any amount shown as due on such Tax Returns. All such Tax Returns that are with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall will be prepared in compliance a manner that is consistent with all the past custom and practice of the Company and its Subsidiaries, except as otherwise required by applicable Law. Neither the Company nor any of its Subsidiaries will waive any carryback of any net operating loss, capital loss or credit on any such Tax LawsReturn. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) At least 30 days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income which each Tax Returns. The Sellers shall address in good faith Buyer’s comments made Return with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax ReturnPeriod is due, Parent will submit such Tax Return to the Representative to provide the Representative with an opportunity to comment on and approve such Tax Returns (which approval will not be unreasonably withheld, conditioned or delayed). Parent will make any changes reasonably requested by the Representative in time for the Tax Return to be timely filed.
(ii) Buyer shall timely prepare or cause With respect to the preparation of Tax Returns, Parent and the Representative agree that all Transaction Tax Deductions will be timely prepared, and timely file or cause treated as properly allocable to be timely filed the Pre-Closing Tax Period. Parent will include all non-income Transaction Tax Deductions as deductions in the Tax Returns of each of the Companies Company or its Subsidiaries for all taxable years or periods ending the Pre-Closing Tax Period that ends on or prior to the Closing Date first due after the Closing Date and will request a refund (“Pre-Closing Non-Income Tax Returns”rather than a credit against future Taxes) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible any overpayment for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return Period. For the portion of the day of the Closing after the time of Closing, other than the transactions expressly contemplated hereby, Parent will cause the Company and (ii) Taxes each of its Subsidiaries to carry on its business only in the ordinary course in the same manner as heretofore conducted. Parent, the Company and the Subsidiaries will not take any Straddle Period action, or permit any action to be taken, that may prevent the Tax Return with respect year of the Company and its Subsidiaries from ending for all relevant Tax purposes at the end of the day on which the Closing occurs and will, to the Interim Period extent permitted by applicable Law, elect with the relevant taxing authority to treat for all purposes the Closing Date as determined in accordance with Section 6.7(b)the last day of a taxable period of the Company and the Subsidiaries.
(iii) With respect to any dispute or controversy relating to To the preparation of any extent the Transaction Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or Deductions are not fully utilized in the Pre-Closing Tax Period, the Representative, Parent and the Company consent and agree that the Company and each Subsidiary, as applicableappropriate, should be incorporated thereinwill elect to carry back any item of loss, deduction, or credit from any Transaction Tax Deductions to prior taxable years to the fullest extent permitted by Law (using any available short form or accelerated procedures and filing amended Tax Returns to the extent necessary), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do soParent, the parties shall submit Company and/or the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to Subsidiaries will prepare and deliver file, or cause to Buyer be prepared and the Representativefiled, as soon as reasonably practicable following the Closing Date, any claim for refund resulting from such carry back as part of the preparation and filing of the Tax Returns described in Section 10.01(a)(i) (and the Representative will have the review, comment and approval rights described in any event within fifteen the last sentence of Section 10.01(a)(i)).
(15iv) days after its engagement), its resolution The Representative and Parent acknowledge and agree that no Tax Returns of the matter. The fees and expenses Company or any of its Subsidiaries for any Pre-Closing Tax Period shall reflect any acceleration of deferred revenue as a result of Parent’s, the Company’s or any of the Accounting Firm shall be paid Company’s Subsidiaries’ financial or acquisition accounting in a manner similar to that set forth in Section 2.6(a)(iv)conjunction with the transactions contemplated by this Agreement.
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Responsibility for Filing Tax Returns. (i) The Sellers Sellers’ Representative shall timely prepare prepare, or cause to be timely prepared, and timely file file, or cause to be filed, on a timely filed basis all Tax Returns with respect to Taxes based on income or gains of each of the Companies Target and its Subsidiaries for all taxable years or periods ending on or prior to the Closing Date (a “Pre-Closing Date Tax Periods Period”) first due ). Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all other Tax Returns with respect Target and its Subsidiaries for taxable periods beginning after the Closing Date (a “PrePost-Closing Income Tax ReturnsPeriod”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause to be timely prepared, prepared and timely file or cause to be timely filed all non-income Tax Returns of each of with respect to Target and its Subsidiaries for Tax periods which begin in the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing NonTax Period and end after the Pre-Income Closing Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date Period (any such period, a “Straddle Period” and ”). Sellers shall pay to Buyer, no later than five (5) Business Days after any demand by Buyer, with respect to such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide Returns an amount equal to the Representative with a draft portion of each such Taxes which relates to the Pre-Closing Non-Income Tax Period (as determined pursuant to Section 6(c)(ii) hereof). In the case of any Tax Return and with respect to a Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and Period, Buyer shall permit the Sellers’ Representative to review and comment on such Pre-Closing Non-Income Tax Return prior to filing and shall give due regard to any such comments. Other than Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; providedStraddle Periods that Buyer is obligated to prepare pursuant to this section, that the Representative must provide neither Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer nor Target nor its Subsidiaries shall be responsible for paying all Taxes of each of the Companies shown as due on file any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period amended Tax Return with respect to Target or any of its Subsidiaries for any Pre-Closing Period without the Interim Period as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute prior written consent of Sellers’ Representative, which shall not be unreasonably withheld, delayed or controversy relating conditioned. Notwithstanding anything to the preparation contrary in this Section 6(c)(i), if Buyer is notified in writing by a Governmental Entity that Target or any of any its Subsidiaries is required to file a Tax Return addressed by Section 6.7(a)(i) for any Pre-Closing Tax Period that Sellers’ Representative did not file or (ii) (including whether comments of Buyer or the Representative, as applicable, should cause to be incorporated therein)filed, Buyer and may file such Tax Return any time following the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution expiration of the matter. The fees and expenses five (5) Business Day period following written notice to Sellers’ Representative of the Accounting Firm shall be paid in a manner similar Buyer’s intention to that set forth in Section 2.6(a)(iv)file such Tax Return.
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Responsibility for Filing Tax Returns. (i) The Sellers shall timely prepare Representative shall, at the Sellers’ cost and expense, prepare, or cause to be timely prepared, and timely file or cause to be timely filed prepared all Tax Returns with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Period Tax Periods ”) first due Returns required to be filed by or on behalf of the Company and its Subsidiaries after the Closing Date (“Date. All such Pre-Closing Income Tax Returns”). All Pre-Closing Income Period Tax Returns shall be prepared and filed in compliance a manner that is consistent with all the prior practice of the Company or its applicable Tax LawsSubsidiary (as the case may be), except as required by applicable Law. The Sellers Representative shall provide Buyer with a draft deliver or cause to be delivered drafts of each all such Pre-Closing Income Period Tax Return no later than thirty (30) days prior Returns to the due date thereof (taking all valid extensions into account) and shall permit Buyer to for its review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than at least fifteen (15) days prior to the due date thereof (taking all valid extensions into account)of any such Pre-Closing Period Tax Return. The Sellers Representative shall be responsible for paying all Taxes of each of the Companies shown as due on incorporate any Pre-Closing Income Tax Return.
comments or changes reasonably requested by Buyer at least five (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (305) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on of any such Pre-Closing Non-Income Tax Returns and Straddle Period Tax ReturnsReturn, unless otherwise required by applicable Law. Buyer The Sellers Representative shall address in good faith the Representative’s comments made with respect to timely file all such Pre-Closing Period Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on however, if any such Pre-Closing Non-Income Period Tax Return or Straddle is filed after the Closing and the Sellers Representative is not authorized to execute and file such Pre-Closing Period Tax ReturnReturn by applicable Law, Buyer shall execute and file (or cause to be filed) such Pre-Closing Period Tax Return (as finally determined pursuant to this Section 10.3.1) with the appropriate Taxing Authority. The Sellers Representative (on behalf of the Sellers) shall pay all Pre-Closing Taxes due and payable in respect of all Pre-Closing Period Tax Returns of each of the Company and its Subsidiaries; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on if any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by Buyer, the Sellers Representative (on behalf of the Sellers) shall pay (in immediately available funds) to Buyer the amount of all Pre-Closing Taxes due and payable with respect of such Pre-Closing Period Tax Return (determined pursuant to this Section 10.3.1) no later than three (3) Business Days prior to the Interim earlier of the date such Pre-Closing Period as determined in accordance with Section 6.7(b).
(iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer is filed or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve due date of such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Pre-Closing Period Tax Return.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prestige Brands Holdings, Inc.)
Responsibility for Filing Tax Returns. (ia) The Sellers Seller shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed (taking into account all extensions properly obtained): (i) any consolidated, combined or unitary Tax Returns Return required to be filed with respect to the Seller Subsidiaries, for all Taxable periods ending on or prior to the Closing Date and (ii) all other Tax Returns required to be filed with respect to Seller and the Seller Subsidiaries that are due on or prior to the Closing Date. In each case, Seller shall remit or cause to be remitted any Taxes based on income due in respect of any such Tax Returns, and all such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable Legal Requirements or gains of each to the extent a failure to do so will not materially affect any post-Closing Tax liability of the Companies Seller Subsidiaries. Purchaser shall have the right to review and comment on (but not approve) any such Tax Returns prepared by Seller. Purchaser shall cause the Seller Subsidiaries to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 9.3 in accordance with prior practice.
(b) Purchaser shall timely file or cause to be timely filed (taking into account all extensions properly obtained) any Tax Returns required to be filed with respect to the Seller Subsidiaries for all any taxable year or period ending after the Closing Date and any Straddle Period that Seller is not required to file pursuant to paragraph (a) of this Section 9.3. Purchaser shall remit or cause to be remitted any Taxes due in respect of any such Tax Returns. With respect to Tax Returns to be filed by Purchaser pursuant to this paragraph (b) that relate to Taxable years or periods ending on or prior to the Closing Date or any Straddle Period (“Pre-Closing Date Tax Periods ”x) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income such Tax Returns shall be prepared and filed in compliance a manner consistent with all prior practice, except as required by a change in applicable Legal Requirements or to the extent a failure to do so will not materially affect any Tax Laws. The Sellers shall provide Buyer with a draft liability of each such Seller or either of the Seller Subsidiaries for any Pre-Closing Income Tax Period and (y) such Tax Returns shall be submitted to Seller prior to filing and not later than 30 days prior to the due date (taking into account all extensions properly obtained) for filing such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date) for review and approval by Seller, which approval may not be unreasonably withheld, but may in all cases be withheld if such Tax Returns were not prepared in accordance with clause (x) of this sentence.
(c) Seller or Purchaser shall pay the other party for the Taxes for which Seller or Purchaser, respectively, is liable pursuant to Section 9.1 but which are payable with any Tax Return to be filed by the other party pursuant to this Section 9.3 upon the written request of the party entitled to payment, setting forth in detail the computation of the amount owed by Seller or Purchaser, as the case may be, but in no later event earlier than thirty ten (3010) days prior to the due date thereof for paying such Taxes.
(taking all valid extensions into accountd) and Purchaser shall permit Buyer to review and comment on such Pre-Closing Income not amend or cause the amendment of a Tax Returns. The Sellers shall address in good faith Buyer’s comments made Return of the Seller Subsidiaries, change an annual accounting period, adopt or change any accounting method, or file or amend any Tax election concerning the Seller Subsidiaries, with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return.
(ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods period ending on or prior to the Closing Date first due after (including with respect to a Straddle Period, the portion of such period ending on the Closing Date (“Pre-Closing Non-Income Tax Returns”pursuant to 9.2) and all Tax Returns without the written consent of Seller. The Purchaser shall, upon request by Seller, cause either of the Companies for all taxable periods or years that include, but do not end on, Seller Subsidiaries to cooperate in the Closing Date (any such period, a “Straddle Period” preparation of and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior submission to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income proper Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes authority of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period amended Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b).
(iii) With respect to Company for any dispute taxable period ending on or controversy relating prior to the preparation of Closing Date or any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or Straddle Period that includes the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv)Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Alarm Services Group Inc)