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.
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. 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").
Straddle Period Returns. The Buyer shall cause the Company to prepare and file all Tax Returns and pay all Taxes due, if any, by the Company with respect to any Straddle Period for which it is responsible to pay Taxes in whole or in part; provided, however, that the Agent shall have a reasonable opportunity to review all such Tax Returns and amendments thereto prior to the filing thereof by the Buyer. Upon fifteen (15) days notice from the Buyer, the Shareholders shall pay to the Buyer the Taxes attributable to the Company’s Tax Period to the extent such Taxes are not reflected as liabilities on the Closing Balance Sheet on or before the second business day prior to the due date for the payment of such Taxes by wire transfer of immediately available funds to the account designated by the Buyer.
Straddle Period Returns. Any Straddle Period Tax Return with respect to any Purchased Asset shall be prepared and filed by Purchaser. The Taxes attributable to the pre-Closing period shall include the Pre-Closing Straddle Period Taxes on such Tax Returns.
Straddle Period Returns. (i) The Buyer shall prepare and timely file, or cause to be prepared or timely filed, all Tax Returns that are required to be filed by, or with respect to, ATT and the Acquired Companies that are not filed as of the Closing Date other than the Sellers' Returns ("BUYER'S RETURNS"). In the case of a Buyer's Return that includes a period ending on or before the Closing Date (a "STRADDLE PERIOD RETURN"), the Buyer shall submit each such Straddle Period Return to Sellers' Representative for Sellers' approval no later than thirty (30) days before the due date for such Straddle Period Return. If the Buyer and Sellers are unable to resolve a dispute with respect to a Straddle Period Return, any such dispute shall be resolved in accordance with SECTION 2.2(D) hereof. 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 and in a manner consistent with the prior practice of ATT and the Acquired Companies.
Straddle Period Returns. Any Tax Return (other than an income Tax Return or a Tax Return for any Transfer Tax described in Section 2.4) filed for a taxable period that includes, but does not end on, the Closing Date (a “Straddle Period”) shall be referred to as a “Straddle Period Return”):
Straddle Period Returns. Except as otherwise provided in Section 6.04, the Company shall prepare and file, or cause to be prepared and filed, with the appropriate authorities, all Tax Returns, and shall timely pay, or cause to be paid, all Taxes relating to the Contributed Assets attributable to any Straddle Period and all taxable periods that begin after the date of consummation of the closing under the Visteon "B" Purchase Agreement; provided that (i) in the case of any Straddle Period Tax Return, the Company shall deliver to Visteon at least 30 days before the due date, a draft of such Tax Return together with a statement of the amount, if any, of Pre-Closing Period Taxes shown on such Tax Return, (ii) Visteon shall have the right to review and comment upon any such Tax Returns prior to the filing thereof, (iii) such Tax Returns shall not be filed without the prior written consent of Visteon which consent shall not be unreasonably withheld or delayed and (iv) Visteon shall pay to the Company, no later than three business days prior to the due date thereof, the amount of any Pre-Closing Period Taxes shown on such Tax Return. For purposes of this Section 6.02(b), in the case of any Straddle Period, the Pre-Closing Tax Period Taxes shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the date of the consummation of the closing under the Visteon "B" Purchase Agreement.
Straddle Period Returns. The Surviving Company shall prepare, or cause to be prepared, and file, or cause to be filed (at its own expense), all Tax Returns for the Company and any of the Subsidiaries for any Straddle Period which are filed after the Closing Date. No later than thirty (30) days prior to filing any such Tax Return (other than any such Tax Return that relates solely to periods beginning and ending after the Closing Date), the Surviving Company shall submit such Tax Return to the Members Representative for its review (which consent should not be unreasonably withheld).
