Straddle Period Tax Returns. Except for any Tax Return required to be prepared by the Seller Group pursuant to Section 5.20(e)(i), the Purchaser shall prepare and timely file or cause to be prepared and timely filed, all Tax Returns required to be filed by or that include the Transferred Entities. In the case of any such Tax Return for a Straddle Period (a “Straddle Period Separate Tax Return”), the Purchaser shall prepare or cause to be prepared such Tax Return in a manner consistent with past practices of the Transferred Entities, except as otherwise required by applicable Law. The Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of such Straddle Period Separate Tax Returns at least thirty (30) days prior to the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date). The Purchaser shall revise such Straddle Period Separate Tax Return to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions) (or as soon as reasonably practicable in the case of any Straddle Period Separate Tax Returns due within thirty (30) days of the Principal Closing Date); provided, that the Purchaser shall not file such Straddle Period Tax Separate Return without the prior written consent of the Seller (which consent shall not be unreasonably withheld, conditioned or delayed).
Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree to elect to have each Tax year of the Companies and the Companies’ Subsidiaries end on the Closing Date and, if such election is not permitted or required in a jurisdiction such that the Companies and/or any Companies’ Subsidiaries is required to file a Tax Return for a Straddle Period, the parties agree to use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (A) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (B) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.
Straddle Period Tax Returns. (a) Following the Closing Date, Marathon and New Ashland Inc. shall meet and prepare a written schedule that allocates the responsibility for preparing and filing Straddle Period Tax Returns in each jurisdiction of former members of the Ashland Group and successors thereof that become members of the Marathon Group by reason of the Acquisition Merger. If the parties are unable to agree, the party with the most substantial presence in the jurisdiction, taking into account their respective assets or businesses, shall have preparation and filing responsibility. If Marathon and New Ashland Inc. are not able to agree upon the party with the most substantial presence in a jurisdiction within 60 days after the Closing Date, the preparation and filing responsibility for the disputed jurisdictions shall be determined by a mutually acceptable certified public accounting firm. The filing party shall timely pay all Taxes with respect to such Straddle Period Tax Returns.
(b) For each Straddle Period Tax Return described in Section 3.01(a) of this TMA that includes any Marathon Tax Matter, Marathon shall promptly prepare and provide to New Ashland Inc. any information or documentation reasonably requested by New Ashland Inc. to facilitate the preparation and filing of such Tax Return. For each Straddle Period Tax Return described in Section 3.01(c) of this TMA that includes any New Ashland Inc. Tax Matter, New Ashland Inc. shall promptly prepare and provide to Marathon any information or documentation reasonably requested by Marathon to facilitate the preparation and filing of such Tax Return.
(c) All Straddle Period Tax Returns shall be submitted to the other party not later than 30 days prior to the due date, including extensions, for the filing of such Tax Returns (or if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). Such other party shall have the right to review such Tax Returns and to review all workpapers and procedures used to prepare any such Tax Return. If the nonfiling party, within 10 business days after delivery of any such Tax Return, notifies the filing party in writing that it objects to any of the Tax Items in such Tax Return, both parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved within a reasonable time, taking into account the deadline for filing such Tax Return, by a mutually acceptable certified public ...
Straddle Period Tax Returns. Buyer will prepare or cause to be prepared each Tax Return of Pipelogic for a Straddle Period (each, a “Straddle Tax Return”). Not later than thirty (30) days (or such shorter period as required to timely file such Tax Returns) prior to the due date for filing such Straddle Tax Return, Buyer will deliver a copy of such Straddle Tax Return (other than Tax Returns relating to sales, use, payroll, or other Taxes that are required to be filed contemporaneously with, or promptly after, the close of a taxable period, in each case a copy of which shall be provided to Sellers by Buyer upon Sellers’ written request), together with all supporting documentation and workpapers, to Sellers for its review and comment. Buyer will cause such Straddle Tax Return (as revised to incorporate Sellers’ reasonable comments) to be filed timely with the appropriate Governmental Authority and will provide a copy to Sellers. Not later than five (5) days prior to the due date for payment of Taxes with respect to such Straddle Tax Return, Sellers will pay to (or at the direction of) Buyer the amount of any Seller Taxes with respect to such Straddle Tax Return.
Straddle Period Tax Returns. (i) As to any Tax Return of WVS-I B.V. and WVS-I U.S. (or any of their subsidiaries) for a tax period that begins before and ends after the Closing Date (a “Straddle Period”), Seller shall cause WVS-I B.V. and WVS-I U.S. (and their subsidiaries) to prepare and timely file (or cause to be prepared and timely filed) such Tax Return in accordance with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts) and pay all Taxes due with respect thereto; provided, however, (A) Seller shall deliver any such Tax Return for any such Taxes to Purchaser at least 30 days before it is due in the case of Tax Returns for Income Taxes and five (5) business days before it is due for all other Tax Returns (in each case taking all validly-requested extensions into account) and shall make or cause to be made any and all changes to such Tax Return reasonably requested by Purchaser relating to the Pre-Closing Tax Period by notice given at least five (5) business days before such Tax Return is due in the case of Tax Returns for Income Taxes and at least two (2) business days before it is due for all other Tax Returns and (B) such Tax Return shall be filed (as so approved or modified) on a timely basis by the applicable party or entity; and, provided, further, that Purchaser shall pay to Seller no later than five (5) business days before such Tax Return is due in the case of Tax Returns for Income Taxes and at least two (2) business days before it is due for all other Tax Returns the amount of Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shown to be due on such Tax Return to the extent that such amount exceeds the amount of such Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period reflected on a dollar for dollar basis in the calculation of the WVS-I Closing Working Capital.
(ii) All Tax Returns for any tax period that includes the Closing Date shall be filed on the basis that the relevant tax period ended as of the close of business on the Closing Date (and thus that Section 9.02(b)(i) does not apply), unless such a Tax Return would be clearly contrary to Applicable Law.
(iii) In the case of any Straddle Period, (i) real, personal and intangible property Taxes (“Property Taxes”) of WVS-I B.V. and WVS-I U.S. (and their subsidiaries) for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied ...
Straddle Period Tax Returns. (i) As to any Tax Return of the Acquired Company and its subsidiaries for a tax period that begins on or before and ends after the Closing Date (a "Straddle Period"), Purchaser shall cause the Acquired Company and its subsidiaries, as applicable, to prepare and timely file such Return and pay all Taxes due with respect thereto; provided, however, that Seller shall reimburse Purchaser for any amount owed by Seller with respect to such Tax Return in accordance with Section 7.01. or Section 7.02. If any such Tax Return shall solely report Taxes for which Seller has an obligation to indemnify pursuant to Section 7.01 or Section 7.02, the proviso contained in the first sentence of Section 4.07(a)(iii) shall apply to such Tax Return. If any such Tax Return shall report any Taxes for which Seller does not have any such obligation, the proviso contained in the second sentence of Section 4.07(a)(iii) shall apply to such Tax Return.
(ii) All Tax Returns for any tax period that includes the Closing Date shall be filed on the basis that the relevant tax period ended as of the end of the Closing Date (and thus that Section 4.07(b)(i) does not apply), unless such a Tax Return would be clearly contrary to Applicable Law.
(iii) Taxes for which a Straddle Period Tax Return is required to be filed by Purchaser pursuant to this Section 4.07 shall be allocated between the Pre-Closing Tax Period and Post-Closing Tax Period (a) in the case of real and personal property and similar Taxes, ratably on a daily basis (taking into account the period during which the property was held in cases in which the amount of such Taxes depends upon the period during which the property was held), and (b) in the case of other Taxes, on the basis of actual operations, on a closing of the books method.
(iv) Any dispute between the parties under this Section 4.07(b) shall be resolved by the Independent Expert under the principles of Section 1.04(b)(2), except that every effort shall be made by the parties and the Independent Expert to resolve the dispute prior to the due date for the applicable Tax Return.
Straddle Period Tax Returns. One Stone will prepare or cause to be prepared all Tax Returns of the Companies for all Straddle Periods (each, a “Straddle Tax Return”). Not later than 30 days prior to the due date for filing any such Straddle Tax Return (other than Tax Returns for sales tax, use tax, payroll tax or social security or other Tax Returns that are due simultaneously with or soon after the end of the Tax Period), One Stone will deliver a draft of such Straddle Tax Return, together with all supporting documentation and workpapers, to Magellan for Magellan’s review and comment. The Parties shall cause the relevant Company to timely file such Straddle Tax Return (as revised to incorporate the Magellan’s reasonable comments) with and pay the amount of Taxes shown as due thereon to the appropriate Governmental Authority and provide a copy of such Tax Return and any receipt of payment to each of the Parties. Not later than five days prior to the due date for payment of Taxes with respect to such Straddle Tax Return, Magellan will pay to (or at the direction of) One Stone the amount of Taxes allocable to the portion of such Straddle Period ending immediately prior to the Effective Time (as determined pursuant to Section 4.9(b)(i); provided, however, that in the case of Utah CO2, Magellan shall only be required to pay to One Stone an amount equal to 51% of such Taxes.
Straddle Period Tax Returns. With respect to any Tax Return covering a Straddle Period that is filed after the Closing Date with respect to the Company, the Parent shall cause such Tax Return to be prepared. Not later than 30 days prior to the due date of each such Tax Return, the Parent shall deliver a copy of such Tax Return to the Stockholder Representative together with a statement of the amount of Parent Indemnified Taxes with respect to such Tax Return. Not later than five days prior to the due date for payment of Taxes with respect to any such Tax Return, the Company Stockholders shall pay to the Parent the amount of any Parent Indemnified Taxes with respect to such Tax Return.
Straddle Period Tax Returns. With respect to any Tax Return covering a Straddle Period that is filed after the Closing Date with respect to the Company, Parent shall cause such Tax Return to be prepared consistent with past practices of the Company. Not later than 45 days prior to the due date (including extensions thereof) of each such Tax Return, Parent shall deliver a copy of such Tax Return to the Representative together with a statement of the amount of Buyer Indemnified Taxes with respect to such Tax Return. The Representative may submit to Parent, not later than 20 days from the receipt of such Tax Return, a list of any components of such Tax Return with which the Representative disagrees. In the event a notice of dispute is timely delivered to Parent by the Representative, the Representative and Parent shall thereafter for a period of five days negotiate in good faith to resolve any items of dispute. Any items of dispute which are not so resolved shall be submitted for resolution to an Arbitrating Accountant in accordance with the procedures set forth in Section 2.04; provided, that the Arbitrating Accountant shall render its written decision no later than five days prior to the due date for filing such Tax Return. Parent will cause such Tax Return (as finally resolved pursuant to any dispute procedures set forth in this Section 6.02(b)) to be timely filed and will promptly provide a copy to the Representative.
Straddle Period Tax Returns. For any taxable period of the Company or the Company Subsidiaries that includes (but does not end on) the Closing Date, Purchaser shall timely prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns of the Company or the Company Subsidiaries required to be filed on a basis consistent with past practices of the Business and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns. If such Tax Returns include Taxes for which the Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser shall deliver to Seller, for its review and comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Tax Return proposed to be filed. Purchaser shall consider in good faith any comment that Seller submits to Purchaser no fewer than ten (10) days prior to the due date of such Tax Return. To the extent Seller is responsible pursuant to Sections 11.07(a) and (c) for any amount of Taxes shown as due with respect to such Tax Returns, Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due.
