Straddle Period Returns. The Buyer shall prepare and timely file, or cause to be prepared or timely filed, (and shall provide the Sellers a copy of each such return as filed and evidence of the timely filing thereof) all Tax Returns (other than the Sellers’ Returns) that are required to be filed by, or with respect to, the Company that are not filed as of the Closing Date (“Buyer’s Returns”) and shall pay the Tax shown as due thereon. In the case of a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such Straddle Period Return to the Sellers for review and advice no later than thirty (30) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’s receipt of a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within five (5) days after the later of (i) the Sellers’s approval of any Straddle Period Return, and (ii) the resolution of any dispute with respect to such Straddle Period Return, the Sellers shall pay to the Company the portion of the Taxes shown on such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit the right of the Company to file any Straddle Period Return on a timely basis.
Straddle Period Returns. (i) The parties acknowledge and agree that the Company may be required, with respect to certain Taxes for Straddle Periods, to file a full year return (herein a "STRADDLE PERIOD RETURN") reporting and accounting for such Taxes on an aggregate basis covering both the Pre-Closing Period and the Post-Closing Period. The Buyer, at its expense, shall cause the Company to prepare and file such Straddle Period Returns.
(ii) The Taxes reportable on such Straddle Period Returns that are attributable to the Pre-Closing Period (herein "PRE-CLOSING TAXES") shall be determined in accordance with the provisions of Section 4.8(a)(ii). The Members shall be responsible for and shall pay all Pre-Closing Taxes shown or reported to be due and payable on such Straddle Period Returns. Each Member shall pay his or her proportionate share of Pre-Closing Taxes promptly following receipt by such Member of a notice from Buyer of Buyer's calculation of such Member's payment obligation hereunder together with copies of the relevant Tax Returns and other information supporting Buyer's calculation. If a Member disputes all or any portion of the payment obligation hereunder as calculated by Buyer, such Member shall nevertheless promptly pay to Buyer the amount specified in the notice and any dispute related thereto shall be resolved pursuant to the arbitration provisions of Section 7.13. Any additional Taxes attributable to the Pre-Closing Periods covered by such Tax Returns, whether pursuant to an amended return or any Tax Proceeding, shall be paid by Members promptly upon demand therefor by Buyer.
Straddle Period Returns. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (i) real, personal and intangible property Taxes of the Company for the pre-Closing portion of the Straddle Period that ends on the close of business on the Closing Date (the “Pre-Closing Straddle Period”) shall be the sole obligation of the Sellers and shall be equal to the amount of such real, personal and intangible property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period that are in such pre-Closing Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Company for the portion of the Straddle Period other than the pre-Closing Straddle Period, other than income Taxes and those payable by the Sellers pursuant to clause (i) above, shall be computed as if such taxable period ended as of the close of business on the Closing Date, and to the extent not accrued in the Financial Statements, shall be the obligation of the Sellers and an indemnifiable claim of the Purchaser against the Sellers under Section 14 of this Agreement.
Straddle Period Returns. (a) Eagle shall prepare and file on a timely basis any Tax Returns (but not including any Federal income Tax Return) of Eagle and any Eagle Pre-Closing Affiliate for any taxable period beginning before and ending after the Effective Date (a "Straddle Period").
(b) All other Tax Returns for a Straddle Period required to be filed by any member of the Consolidated Group other than Eagle or any Eagle Pre-Closing Affiliate shall be prepared and filed by Seitel.
Straddle Period Returns. (i) The parties acknowledge and agree that the Company may be required, with respect to certain Taxes for Straddle Periods, to file a full year return (herein a "STRADDLE
Straddle Period Returns. A Member Indemnified Party designated by JAMDAT shall control any audit or examination of any Tax Return (or any administrative appeal or litigation relating thereto) for any Straddle Period (“Straddle Period Tax Contest”), including the right to pursue or forego any Straddle Period Tax Contest or continuation thereof; provided, however, that, to the extent such Straddle Period Tax Contest involves a Tax Claim, (i) the counsel for such Member Indemnified Party shall consult in good faith with a single counsel appointed for all Members in connection with such Straddle Period Tax Contest and shall keep such counsel reasonably informed regarding such Straddle Period Tax Contest, and (ii) such Member Indemnified Party may not resolve or settle such Straddle Period Tax Contest if any Member would be required to indemnify any Member Indemnified Party, or otherwise be required to make a payment, as a result of such resolution or settlement of the Straddle Period Tax Contest unless either (A) such Member consents to that resolution or settlement (which consent shall not be unreasonably withheld) or (B) such Member Indemnified Party foregoes the right to such indemnification by such Member and such resolution or settlement does not impose upon a Member an obligation to make a payment for indemnification or otherwise.
Straddle Period Returns. For all Straddle Periods, the Buyer shall cause to be prepared and timely filed (and shall provide to the Sellers’ Representative and the ESOP Fiduciary a true copy of each such return as filed and evidence of the timely filing thereof) all required Tax Returns of the Companies. At least fifteen (15) days prior to the filing of any Tax Return in respect of a Straddle Period, the Buyer shall submit copies of such returns to the Sellers’ Representative and the ESOP Fiduciary for review and comment and the Buyer shall make any revisions to such Tax Returns reasonably requested by the Sellers’ Representative and the ESOP Fiduciary. In the event of a dispute with respect to any Tax Return in respect of a Straddle Period, the Buyer shall determine the final form of such Tax Return without prejudice to the Sellers’ Representative’s right to dispute the amount of Pre-Closing Taxes shown on such Tax Return. All Tax Returns in respect of Straddle Periods shall be prepared, and all elections with respect to such Tax Returns shall be made, to the extent permitted by applicable laws and regulations, in a manner consistent with the prior practice of the Companies.
Straddle Period Returns. In the case of any period that begins on or before, and ends after, the Closing Date (a “Straddle Period”), the amount of Pre-Closing Taxes shall be deemed to be:
(i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes) of any item, the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and
(ii) in the case of franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy, imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) or other Taxes not described in Section 5.4(a)(i), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date.
Straddle Period Returns. The Purchaser will prepare or cause to be prepared all Returns of the Company and its Subsidiaries for any and all Straddle Periods. All such Tax Returns that are material shall be submitted to the Shareholders no later than thirty days prior to the due date and filing thereof, and the Shareholders shall have the right to review and comment thereon. Upon reasonable review and comment by the Shareholders, such Tax Returns, as modified by reasonable comments of the Shareholders, shall be filed with applicable taxing authorities. Any Pre-Closing Straddle Period Taxes payable by the Shareholders pursuant hereto shall be remitted to the Purchaser at least ten business days prior to the due date for the payment of such Taxes pursuant to written notice by the Purchaser of such due date.
Straddle Period Returns. (i) The parties acknowledge and agree that the Company may be required, with respect to certain Taxes for Straddle Periods, to file a full year return (herein a "STRADDLE PERIOD RETURN") reporting and accounting for such Taxes on an aggregate basis covering both the Pre-Closing Period and the Post-Closing Period. The Buyer, at its expense, shall cause the Company to prepare and file such Straddle Period Returns.
(ii) The Taxes reportable on such Straddle Period Returns that are attributable to the Pre-Closing Period (herein "PRE-CLOSING TAXES") shall be determined in accordance with the provisions of Section 4.8(a)(ii). The Members shall be responsible for and shall pay all Pre-Closing Taxes shown or reported to be due and payable on such Straddle Period Returns.
