Straddle Returns. The Buyer shall prepare any Straddle Returns. The Buyer shall deliver, at least 45 days prior to the due date for filing such Straddle Return (including any extension) to the Seller a statement setting forth the amount of Tax that the Seller owes, including the allocation of taxable income and Taxes under Section 9(c), and copies of such Straddle Return. The Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to the Buyer any reasonable changes to such Straddle Returns no later than 15 days prior to the date for the filing of such Straddle Returns. The Seller and the Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, the Seller shall pay or cause to be paid to the Buyer an amount equal to the Taxes as agreed to by the Buyer and the Seller as being owed by the Seller. If the Buyer and the Seller cannot agree on the amount of Taxes owed by the Seller with respect to a Straddle Return, the Seller shall pay or cause to be paid to the Buyer the amount of Taxes reasonably determined by the Seller to be owed by the Seller. Within 10 days after such payment, the Seller and the Buyer shall refer the matter to an independent "Big-Five" accounting firm agreed to by the Buyer and the Seller to arbitrate the dispute. The Seller and the Buyer shall equally share the fees and expenses of such accounting firm and its determination as to the amount owing by the Seller with respect to a Straddle Return shall be binding on the Seller and the Buyer. Within five days after the determination by such accounting firm, if necessary, the appropriate Party shall pay the other Party any amount which is determined by such accounting firm to be owed. The Seller shall be entitled to reduce its obligation to pay Taxes with respect to a Straddle Return by the amount of any estimated Taxes paid with respect to such Taxes on or before the Closing Date.
Straddle Returns. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to any of the Acquired Companies, Buyer shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, and at least 30 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Buyer shall permit Seller to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as reasonably requested by Seller. Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall receive from Seller an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date (“Allocable Tax”) reduced by the amount of such Allocable Tax, if any, referenced in the calculation of the final working capital as determined under Section 2.4 no later than the due date of the Tax Return. Buyer shall be responsible for timely paying all Taxes due with respect to the period covered by such Tax Return. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall (u) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be an amount of such credit for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ...
Straddle Returns. With respect to any Tax Return covering a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Parent shall (i) cause such Tax Return to be prepared, (ii) cause to be included in such Tax Return all Tax items required to be included therein, (iii) furnish a copy of such Tax Return to Stockholders’ Representative for its review at least fifteen (15) days prior to the date for filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the Stockholders’ Representative at least five (5) days prior to the date for filing such Tax Returns,
Straddle Returns. Entravision shall cause to be prepared ---------------- and timely filed all required Other Tax Returns of, or which include, LCG and the LCG Subsidiaries for taxable periods beginning before and ending after the Closing Date ("Other Tax Straddle Returns") which have not been filed as of the Closing Date. Such Tax Returns shall, to the extent not otherwise required by law, be prepared in a manner consistent with LCG's past practice (including any Tax elections and methods of accounting). At least fifteen (15) days prior to the filing of any Other Tax Straddle Returns required to be caused to be filed by Entravision pursuant to the preceding sentence, Entravision shall submit for their approval copies of such returns to the LCG Representatives which approval shall not be unreasonably withheld. Entravision shall take no position on such returns that would adversely affect the Stockholders after the Closing Date unless such position would be reasonable in the case of a Person that owned LCG and the LCG Subsidiaries both before and after the Closing Date.
Straddle Returns. After the Closing Date, the Purchaser shall have the exclusive right to represent the interests of the Target Companies in any and all Tax audits, assessments or administrative or court proceedings relating to Tax Returns for Straddle Periods; provided, however, that the Seller Representative shall have the right to participate in any such audit, assessment or proceeding and to employ counsel of its choice for purposes of such participation to the extent that any such audit, assessment or proceeding would result in an indemnity payment to the Purchaser pursuant to this Agreement. In the event that the Purchaser proposes to compromise or settle any Tax claim, or consent or agree to any Tax liability, relating to a Target Company that would result in an indemnity payment to the Purchaser pursuant to this Agreement, the Seller Representative shall have the right to review such proposed compromise, settlement, consent or agreement. Without the prior written consent of the Seller Representative, which shall not be unreasonably withheld or delayed, the Purchaser shall not agree or consent to compromise or settle any issue or claim arising in any such audit, assessment or proceeding, or otherwise agree to or consent to any Tax liability, to the extent that any such compromise, settlement, consent or agreement that would result in an indemnity payment to the Purchaser pursuant to this Agreement.
Straddle Returns. With respect to any Straddle Return, Buyer shall ---------------- deliver, at least 45 days prior to the due date for filing such Straddle Return (including any extension) to Seller a statement setting forth the amount of Tax that Seller owes pursuant to Section 11.14, including the allocation of taxable ------------- income and Taxes under Section 11.3, and copies of such Straddle Return, ------------ including copies of any partnership returns, together with workpapers supporting the allocation of partnership income, with respect to any partnerships in which an Acquired Company owns an interest, with respect to the partnership Tax period (or portion thereof) through the Closing Date. Seller shall have the right to review such Straddle Returns and the allocation of taxable income and liability for Taxes and to suggest to Buyer any reasonable changes to such Straddle Returns no later than 15 days prior to the date for the filing of such Straddle Returns. Seller and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Returns and allocation of taxable income and liability for Taxes and mutually to consent to the filing as promptly as possible of such Straddle Returns. Not later than 5 days before the due date for the payment of Taxes with respect to such Straddle Returns, Seller shall pay to Buyer an amount equal to the Taxes as agreed to by Buyer and Seller as being owed by Seller pursuant to Section 11.
Straddle Returns. The Purchaser shall prepare (or cause to be prepared) and file (or cause to be filed) all Income Tax Returns for any member of the Company Group for taxable periods commencing prior to the Closing Date and ending subsequent to the Closing Date (the "Straddle Returns" and the "Straddle Periods"). The Seller shall, consistent with the manner that payments must be made with respect to each of such Returns, upon written notice by the Purchaser, provide the Purchaser with funds to timely pay the portion of the Tax liability shown on such Return which is a Separate Income Tax described as being the responsibility of the Seller under Section 4.4(a)(i)(C), and Purchaser shall pay or cause to be paid such amounts to the appropriate taxing authority.
Straddle Returns. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to any of the Tejas Companies, Buyer shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, and at least thirty (30) days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Buyer shall permit Seller to review and comment on each such Tax Return. Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return. Buyer and Seller shall determine, in accordance with the provisions of Section 11.2, the amount of Tax due with respect to the Pre-Closing Date Period (the "Seller's Tax") and Seller shall pay to Buyer an amount equal to the Seller's Tax not later than fifteen (15) days after the filing of such Tax Return. A payment of Taxes covering a taxable period beginning on or before the Closing Date and ending after the Closing Date with respect to any of the Tejas Companies shall be apportioned between Buyer and Seller pursuant to Section 11.2 without regard to whether a Tax Return is required to be filed with respect to said Taxes.
Straddle Returns. (i) With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date (“Straddle Period”) with respect to any of the Poco Companies, Parent shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax items required to be included therein, and at least thirty (30) days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to the Member Representative. Parent shall permit the Member Representative to review and comment on each such Tax Return. Parent shall timely file such Tax Return with the appropriate Taxing Authority, and shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return. The Member Representative, using funds solely from the Warranty Escrow Fund, shall pay to Parent all Taxes owed by it with respect to the portion of such Straddle Period ending on the Closing Date in accordance with the procedures set forth in Section 10.11(b)(ii).
(ii) To the extent permitted by applicable Law or administrative practice, (A) a taxable year of a Poco Company that includes the Closing Date shall be treated as closing on (and including) the Closing Date and (B) all transactions occurring after the Closing Date shall be reported on Parent’s consolidated United States federal income tax return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of the Poco Companies. In any case where applicable Law does not permit the Company to treat the Closing Date as the last day of the taxable year or period, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall be:
a) in the case of Taxes that are imposed on a periodic basis or property Taxes or ad valorem Taxes, deemed to be the amount of such Taxes for the entire 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
b) in the case of Taxes not described in clause (1) (such as taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property), deemed equal to the amount that would be payable i...
Straddle Returns. Buyer shall cause to be prepared and timely filed all required state and local income and franchise tax returns and foreign income tax returns of each of the Companies and the Subsidiaries for taxable periods beginning before and ending after the Closing Date ("Straddle Returns"). At least 15 days prior to the filing of any Straddle Returns required to be caused to be filed by Buyer pursuant to the preceding sentence, Buyer shall submit for its approval copies of such returns to Parent and the Seller (directly or indirectly) of the Company or the Subsidiary to which such Straddle Return relates, which approval shall not be unreasonably withheld. In the event of a dispute with respect to any Straddle Returns, Buyer shall determine the final form of such returns without prejudice to Parent's and such Seller's right to dispute the amount of "Pre-Closing Taxes" (as defined in Section 6.01(b)). All such returns shall be made, to the extent permitted by law, in a manner consistent with prior practice with respect to each of the Companies and the Subsidiaries.
