Common use of Straddle Period Returns Clause in Contracts

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. (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 PreClosing 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. (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)(ii4.6(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 ReturnsReturns to the extent not specifically reserved (excluding reserves for deferred taxes) against in the Financial Statements. 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.of

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.dispute

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 ReturnsReturns . (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 Stockholder shall be responsible for and shall pay all Pre-Closing Taxes shown or reported to be due and payable on such Straddle Period ReturnsReturns to the extent not specifically reserved (excluding reserves for deferred taxes) against in the Interim Financial Statements. Each Member The Stockholder shall pay his or her proportionate share of such Pre-Closing Taxes promptly following receipt by such Member the Stockholder of a notice from Buyer of Buyer's calculation of such Memberthe Stockholder's payment obligation hereunder together with copies of the relevant Tax Returns and other information supporting Buyer's calculation. If a Member the Stockholder disputes all or any portion of the payment obligation hereunder as calculated by Buyer, such Member the Stockholder 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 Stockholder promptly upon demand therefor by Buyer.

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 Stockholder shall be responsible for and shall pay all Pre-Closing Taxes shown or reported to be due and payable on such Straddle Period ReturnsReturns to the extent not specifically reserved (excluding reserves for deferred taxes) against the Interim Financial Statements. Each Member The Stockholder shall pay his or her proportionate share of such Pre-Closing Taxes promptly following receipt by such Member the Stockholder of a notice from Buyer of Buyer's calculation of such Memberthe Stockholder's payment obligation hereunder together with copies of the relevant Tax Returns and other information supporting Buyer's calculation. If a Member the Stockholder disputes all or any portion of the payment obligation hereunder as calculated by Buyer, such Member the Stockholder 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 Stockholder promptly upon demand therefor by Buyer.

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 ReturnsReturns to the extent not specifically reserved (excluding reserves for deferred taxes) against in the Interim Financial Statements. Each Member shall pay his or her proportionate share of Pre-Closing Taxes promptly following receipt by such Member (either directly or through the Member Representative) 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.