Common use of Straddle Period Tax Returns Clause in Contracts

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. (i) As to Except for any Tax Return of that Seller has the Acquired Company and its subsidiaries for a tax period that begins on or before and ends after the Closing Date (a "Straddle Period"right to prepare pursuant to Section 9.2(a), Purchaser Buyer shall cause the Acquired Company and its subsidiaries, as applicable, to prepare and timely file such Return (or cause to be prepared and timely filed) all Tax Returns required to be filed by or with respect to the Acquired Companies and pay all Taxes due with respect thereto; provided. In the case of any Tax Return for a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”), however, that Seller shall reimburse Purchaser for any amount owed by Seller with respect to (A) such Tax Return shall be prepared and timely filed in accordance a manner consistent with Section 7.01. past practices, elections and methods of the relevant Acquired Company (or Section 7.02. If Seller or its relevant Affiliates, as applicable), (B) Buyer shall deliver any such Tax Return to Seller for its review and comment at least thirty (30) days prior to the due date therefor, (C) Buyer shall solely report Taxes for which Seller has an obligation revise (or cause to indemnify pursuant to Section 7.01 or Section 7.02, the proviso contained in the first sentence of Section 4.07(a)(iiibe revised) shall apply to such Tax Return. If Returns to reflect any reasonable comments received from Seller not later than fifteen (15) days prior to the due date therefor (taking into account any extensions), and (D) such Tax Return shall report any Taxes for not be filed without the prior written consent of Seller, which Seller does consent shall not have any such obligation, the proviso contained in the second sentence of Section 4.07(a)(iii) shall apply to such Tax Returnbe unreasonably withheld or delayed. (ii) All Tax Returns for Each of Seller and Buyer shall make (and shall cause its relevant Affiliates to make) any tax period that includes election available under Applicable Law to treat, or, to the extent permitted or required under Applicable Law shall treat, the taxable year of each of the Acquired Companies as closing on 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 LawDate. (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. (i) As to any Tax Return of the Acquired Company Companies and its their respective subsidiaries for a tax period that begins on or before and ends after the Closing Date (a "Straddle PeriodSTRADDLE PERIOD"), Purchaser shall cause the any applicable Acquired Company and its subsidiaries, as applicable, subsidiaries to prepare and timely file such Return and pay all Taxes due with respect thereto; providedPROVIDED, howeverHOWEVER, that (1) Purchaser shall deliver any such Return to Seller at least 20 business days before it is due, except for any such Return due within 30 business days after the Closing Date, which shall be delivered to Seller as soon as commercially practicable prior to the date such Return is due, (2) Seller shall have the right to examine and comment on any such Return prior to the filing thereof, and such Return will not be filed without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, (3) Seller shall either provide such written consent or notice of objection no later than 5 business days before the Return is due, except for any such Return due within 30 business days after the Closing Date, in which case such written consent or notice of objection shall be delivered as soon as commercially practicable, and (4) Seller shall reimburse Purchaser for any amount owed by Seller with respect to such Tax Return in accordance with Section 7.01. 8.01 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 Return8.02(xi). (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 close of business on the Closing Date (and thus that Section 4.07(b)(i5.07(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(b5.07(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. (i) As to any Tax Return of the Acquired Company Companies and its their respective subsidiaries for a tax period that begins on or before and ends after the Closing Date (a "Straddle Period"), Purchaser shall cause the any applicable Acquired Company and its subsidiaries, as applicable, subsidiaries to prepare and timely file such Return and pay all Taxes due with respect thereto; provided, however, that (1) Purchaser shall deliver any such Return to Seller at least 20 business days before it is due, except for any such Return due within 30 business days after the Closing Date, which shall be delivered to Seller as soon as commercially practicable prior to the date such Return is due, (2) Seller shall have the right to examine and comment on any such Return prior to the filing thereof, and such Return will not be filed without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, (3) Seller shall either provide such written consent or notice of objection no later than 5 business days before the Return is due, except for any such Return due within 30 business days after the Closing Date, in which case such written consent or notice of objection shall be delivered as soon as commercially practicable, and (4) Seller shall reimburse Purchaser for any amount owed by Seller with respect to such Tax Return in accordance with Section 7.01. 8.01 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 Return8.02(xi). (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 close of business on the Closing Date (and thus that Section 4.07(b)(i5.07(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(b5.07(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.