Common use of Stub Period Returns Clause in Contracts

Stub Period Returns. (a) The Buyer Parties shall cause the Company and each of its Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by it for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. The Buyer Parties shall also cause the Company and each of its Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by it for periods beginning before and ending after the Closing Date. All such Tax Returns shall be prepared by or with the assistance of the KPMG LLP office currently charged with the responsibility of preparing the Company’s Tax Returns. All such Tax Returns shall be prepared in accordance with applicable Laws and Governmental Authority administrative practice. The Buyer Parties and the Shareholders’ Agent shall cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of the Company and each of its Subsidiaries for a period ending on, prior to or including the Closing Date and shall preserve such data and other information until the expiration of any applicable limitation period and any extensions thereof under any applicable Law with respect to Taxes. The Buyer Parties shall submit such Tax Returns in draft form to the Shareholders’ Agent at least thirty (30) days before the date on which such Tax Returns are required by Law to be filed with applicable Governmental Authority for review and comment. (b) If any of the Company’s Subsidiaries is permitted, but not required, under applicable Tax-related Law to treat the Effective Date as the last day of a taxation year, then such Subsidiary shall treat such day as the last day of a taxation year. The portion of any Taxes for a taxation year beginning before and ending after the Closing allocable to the portion of such period ending on the Effective Date shall be deemed equal to (i) in the case of Taxes that are based on or related to income or receipts or imposed in connection with any sale or other transfer or assignment of property, the amount which would be payable if the taxable year ended with the Effective Date and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by the number of calendar days in the period ending with the Effective Date and divided by the number of calendar days in the entire period. For purposes of this Section 8.9(b), each portion of such period shall be deemed to be a taxation year (whether or not it is in fact a taxation year).

Stub Period Returns. (a) The Buyer Parties shall cause the Company and each of its Subsidiaries to duly and timely make or prepare all Tax Stub Period Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed for the Transferred Entities shall be prepared in draft form and in accordance with past practice and Applicable Law by it for any period which ends on or before the Closing Date applicable Transferred Entity and for which Tax Returns have not been filed as of such date. The Buyer Parties shall also cause the Company and each of its Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by it for periods beginning before and ending after the Closing Date. All such draft Tax Returns shall be prepared by or with forwarded to the assistance of Seller for review no later than sixty (60) days prior to the KPMG LLP office currently charged with the responsibility of preparing the Company’s Tax due date for such Stub Period Returns. All such Tax Returns The Seller shall be prepared in accordance with applicable Laws and Governmental Authority administrative practice. The Buyer Parties and the Shareholders’ Agent shall cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of the Company and each of its Subsidiaries for have a period ending on, prior to or including the Closing Date and shall preserve such data and other information until the expiration of any applicable limitation period and any extensions thereof under any applicable Law with respect to Taxes. The Buyer Parties shall submit such Tax Returns in draft form to the Shareholders’ Agent at least thirty (30) days before after receipt of such draft Stub Period Returns to review them, and to provide comments in writing to the date Purchaser regarding such draft Stub Period Returns specifying therein the reasons for any changes, whereupon: (a) the Purchaser may but, at the Purchaser’s sole discretion, need not file the Stub Period Returns on which a basis that reflects such changes, to the extent such changes do not pertain to the Tax Returns are required by Law to be filed with consequences of any transaction or event or transactions or events out of the Ordinary Course of Business of the applicable Governmental Authority for review and comment.Transferred Entity; and (b) If the Purchaser shall file the Stub Period Returns on a basis that reflects such changes, to the extent the changes pertain to the Tax consequences of any transaction or event or transactions or events out of the Ordinary Course of Business of the applicable Transferred Entity; provided, however, that if the Purchaser believes any of the Companyrequired changes are not permitted under Applicable Law, the Purchaser shall notify the Seller in writing no later than ten (10) Business Days after receipt of the Seller’s Subsidiaries is permitted, but not required, under applicable Tax-related Law to treat comments specifying the Effective Date as the last day of a taxation year, then reasons for such Subsidiary shall treat such day as the last day of a taxation yearbelief. The portion Parties shall then make reasonable efforts forthwith to resolve any disagreements concerning the Seller’s changes, failing which the provisions of Section 2.9(3) (Tax Dispute Resolution) shall apply mutatis mutandis to the resolution of any such dispute. The Purchaser and the Seller shall cooperate to effect such filings on a timely basis. The Purchaser shall cause the Transferred Entities to timely remit any Taxes for a taxation year beginning before and ending shown as owing on such Stub Period Returns. Forthwith after the Closing allocable to the portion determination by Purchaser of such period ending on the Effective Date shall be deemed equal to (i) in the case of Taxes that are based on or related to income or receipts or imposed in connection with any sale or other transfer or assignment of property, the amount which would be payable if the taxable year ended with the Effective Date and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of Taxes payable by any Transferred Entity in respect of the taxation year ending immediately before the Effective Time, the Purchaser shall provide the Seller with a copy of the calculation of such Taxes Taxes. The Purchaser may cause the Transferred Entities to make the election referred to in subsection 256(9) of the ITA and comparable provisions of applicable provincial or territorial legislation and to file such election(s) for the entire period multiplied by taxation years of the number of calendar days in the period Transferred Entities ending with immediately before the Effective Date and divided by the number of calendar days in the entire period. For purposes of this Section 8.9(b), each portion of such period shall be deemed to be a taxation year (whether or not it is in fact a taxation year)Time.

Stub Period Returns. (a1) The Buyer Parties Share Purchaser shall cause each of the Company and the Subsidiaries (each of its Subsidiaries a "Filing Entity") to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by it them for any period (a "Stub Period") which ends on or before the Share Purchase Closing Date Time and for which Tax Returns have not been filed as of such date. The Buyer Parties Share Purchaser shall also cause the Company and each of its Subsidiaries the Filing Entities to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by it them for periods (each, a "Continuing Period") beginning before and ending after the Share Purchase Closing DateTime. All such If income taxes would be payable by a Filing Entity for a Stub Period or a Continuing Period in the absence of the Filing Entity claiming the maximum amount of any discretionary deductions available to it, the Tax Returns Return of the Filing Entity for that Stub Period or Continuing Period, as the case may be, shall be prepared by or with on the assistance basis that the Filing Entity will claim such portion of the KPMG LLP office currently charged with maximum amount of any discretionary deductions available to it for that Stub Period or Continuing Period, as the responsibility case may be, that would result in either the least amount of preparing income taxes or in no income taxes being payable by the Company’s Tax Returns. All such Tax Returns shall be prepared in accordance with applicable Laws and Governmental Authority administrative practice. Filing Entity for that Stub Period or Continuing Period, as the case may be. (2) The Buyer Parties Shareholders, on the one hand, and the Shareholders’ Agent Share Purchaser, on the other hand, shall cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of the Company and each of its Subsidiaries applicable Filing Entity for a period ending on, prior to Stub Period or including the Closing Date Continuing Period and shall preserve such data and other information until the expiration of any applicable limitation period and any extensions thereof under any applicable Law with respect to Taxes. The Buyer Parties shall submit such . (3) Tax Returns required to be prepared by the Share Purchaser for Stub Periods or Continuing Periods shall be submitted in draft form to the Shareholders’ Agent Shareholders (in respect of the Company), at least thirty (30) 30 days before the date on which such Tax Returns are required by Law to be filed with applicable the relevant Governmental Authority for review and comment. (b) If Authority. The Shareholders shall, subject to Law, have the right to require the Share Purchaser to cause reasonable changes to be made to any of such Tax Return by communicating such changes in writing to the Company’s Subsidiaries Share Purchaser at least 15 days before the date on which such Tax Return is permitted, but not required, under applicable Tax-related required by Law to treat be filed with the Effective Date as the last day of a taxation year, then such Subsidiary shall treat such day as the last day of a taxation yearrelevant Governmental Authority. The portion of any Taxes for a taxation year beginning before Share Purchaser shall make, or cause to be made, such changes required by the Shareholders and ending after the Closing allocable to the portion of file only such period ending on the Effective Date shall be deemed equal to (i) in the case of Taxes that are based Tax Return on or related before the date on which it is required by Law to income or receipts or imposed in connection with any sale or other transfer or assignment of property, the amount which would be payable if the taxable year ended filed with the Effective Date and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by the number of calendar days in the period ending with the Effective Date and divided by the number of calendar days in the entire period. For purposes of this Section 8.9(b), each portion of such period shall be deemed to be a taxation year (whether or not it is in fact a taxation year)relevant Governmental Authority.

Stub Period Returns. (a) The Buyer Parties Vendor shall cause the Company prepare on behalf of Spar Operations and each of its Subsidiaries to duly and Spar Holdco on a timely make or prepare basis all Tax Returns required to be made or prepared by them for Spar Operations and to duly and timely file all Tax Returns Spar Holdco that are required to be filed by it Spar Operations and Spar Holdco for any period which ends taxation periods that end on or before the Closing Date and for which Tax Returns have not been filed as of such date. The Buyer Parties Vendor shall also provide a draft of any such Tax Returns to the Purchaser within twenty (20) days prior to the deadline for filing such Tax Returns in order that the Purchaser may review and approve such Tax Returns (which approval shall not be unreasonably withheld). The Purchaser will subsequently sign such Tax Returns and cause the Company and each of its Subsidiaries Spar Operations or Spar Holdco, as appropriate, to duly and file such Tax Returns on a timely make or prepare basis. (b) The Purchaser shall cause to be prepared on a timely basis, all Tax Returns required to be made or prepared by them for Spar Operations and to duly and timely file all Tax Returns required to be filed by it Spar Holdco for periods beginning before and ending after the Closing Date. All The Purchaser shall provide such Tax Returns shall be prepared by or with to the assistance of Vendor twenty (20) days prior to the KPMG LLP office currently charged with deadline for filing any such Tax Returns in order that the responsibility of preparing the Company’s Vendor may review and comment upon such Tax Returns. All The Vendor shall, subject to applicable law, have the right to require the Purchaser to make changes to such Tax Returns shall to the extent that such charges may reasonably be prepared in accordance with applicable Laws required to ensure that its representations and Governmental Authority administrative practice. warranties contained herein are, and remain, true and correct by communicating such changes to the Purchaser at least ten (10) days prior to the deadline for filing any such Tax Returns. (c) The Buyer Parties Vendor and the Shareholders’ Agent Purchaser shall cooperate co-operate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of the Company and each of its Subsidiaries Spar Operations or Spar Holdco for a period ending on, prior to or including the Closing Date and shall preserve such data and other information until the expiration of any applicable limitation period and any extensions thereof under any applicable Law with respect to Taxes. The Buyer Parties Vendor shall submit co-operate fully with the Purchaser, Spar Operations and Spar Holdco and the 78 -73- Purchaser shall, and shall cause Spar Operations and Spar Holdco to, co-operate fully with the Vendor. Each Party, Spar Operations and Spar Holdco shall furnish the other Party, Spar Operations and Spar Holdco with such Tax Returns information files, books, records, documents, assessments, authorizations and signatures as the Purchaser or the Vendor reasonably requests in draft form to the Shareholders’ Agent at least thirty (30) days before the date on which conjunction with such Tax Returns are required by Law to be filed with applicable Governmental Authority for review and commentdealings. (bd) If any Effective as of the Company’s Subsidiaries is permittedClosing Date, but not requiredthe Purchaser and its duly authorized agents shall deal with all discussions, under applicable Taxnegotiations, correspondence and agreements with all Taxing Authorities for all taxation periods of Spar Operations and Spar Holdco, provided that the Vendor shall direct, control and participate in all such dealings that relate to a Pre-related Law Closing Tax Period (including the selection, appointment and instruction, at the Vendor's expense, of professional advisors to treat represent Spar Operations and Spar Holdco), and in such dealings the Effective Date as Purchaser shall act, and cause its duly authorized agents to act, in accordance with all instructions received from the last day of a taxation year, then such Subsidiary shall treat such day as the last day of a taxation yearVendor. The portion Purchaser shall take all reasonable steps to keep the Vendor informed of the progress of all matters relating to any Pre-Closing Tax Period and promptly provide to the Vendor copies of all correspondence, notices and other documents received by it from Taxing Authorities in connection with the matters referred to herein. The Purchaser shall be entitled to participate with the Vendor in any discussions, negotiations, correspondence and agreements with Taxing Authorities in respect of any matters relating to any Pre-Closing Tax Period. (e) The Purchaser shall indemnify the Vendor against any Taxes payable by the Vendor, Spar Operations or Spar Holdco in the event that after the Closing Date, the Purchaser, Spar Operations or Spar Holdco shall amend, without the written consent of the Vendor (which consent will not be unreasonably withheld) any Tax Returns that have been filed with a Taxing Authority relating to any Pre-Closing Tax Periods. The Purchaser shall not without the written consent of the Vendor (which consent will not be unreasonably withheld) cause Spar Operations or Spar Holdco to enter into any agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or reassessment of any Taxes of Spar Operations or Spar Holdco for a taxation year beginning before and ending after the any Pre-Closing allocable to the portion of such period ending on the Effective Date shall be deemed equal to (i) in the case of Taxes that are based on or related to income or receipts or imposed in connection with any sale or other transfer or assignment of property, the amount which would be payable if the taxable year ended with the Effective Date and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by the number of calendar days in the period ending with the Effective Date and divided by the number of calendar days in the entire period. For purposes of this Section 8.9(b), each portion of such period shall be deemed to be a taxation year (whether or not it is in fact a taxation year)Tax Periods.

Stub Period Returns. (a) The Buyer Parties Purchaser shall cause the each Subject Company and each of its Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by them it and to duly and timely file all Tax Returns required to be filed by it for any period which ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. The Buyer Parties Purchaser shall also cause the each Subject Company and each of its Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by them it and to duly and timely file all Tax Returns required to be filed by it for periods beginning before and ending after the Closing Date. All such Tax Returns shall be prepared by or with the assistance of the KPMG LLP office currently charged with the responsibility of preparing the Company’s Tax Returns. All such Tax Returns shall be prepared in accordance with applicable Laws and Governmental Authority administrative practice. . (b) The Buyer Parties Seller and the Shareholders’ Agent Purchaser shall cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of the each Subject Company and each of its Subsidiaries for a period ending on, prior to before or including the Closing Date and shall preserve such data and other information until the expiration of any applicable limitation period and any extensions thereof under any applicable Law with respect to Taxes. The Buyer Parties shall submit such . (c) Tax Returns required to be prepared by the Purchaser for periods ending on or before the Closing Date and for periods beginning before and ending after the Closing Date shall be submitted in draft form to the Shareholders’ Agent Seller at least thirty (30) 30 days before the date on which such Tax Returns are required by Law to be filed with applicable the relevant Governmental Authority for review Authority. The Seller shall, subject to Law, have the right to require the Purchaser to cause reasonable changes to be made to any such Tax Return by communicating such changes in writing to the Purchaser at least 15 days before the date on which such Tax Return is required by Law to be filed with the relevant Governmental Authority. The Purchaser shall make, or cause to be made, such changes communicated by the Seller and commentfile only such Tax Return on or before the date on which it is required by Law to be filed with the relevant Governmental Authority. (bd) If any Notwithstanding the foregoing and irrespective of who files the Company’s Subsidiaries is permitted, but not required, under applicable Tax-related Law to treat the Effective Date as the last day of a taxation year, then such Subsidiary shall treat such day as the last day of a taxation year. The portion of any Taxes for a taxation year beginning before and ending after the Closing allocable to the portion of such period ending on the Effective Date shall be deemed equal to relevant Tax Return: (i) in respect of the case of Taxes that are based on or related to income or receipts or imposed in connection with any sale or other transfer or assignment of propertyperiod ending December 30, 2007, the amount which would maximum aggregate capital cost allowance claims of the Subject Companies for federal or provincial income tax purposes shall be payable if the taxable year ended with the Effective Date and $4,000,000; and (ii) in the case respect of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by the number of calendar days in the period ending with on or immediately before the Effective Date and divided Closing Date, a non-capital loss of a Subject Company may not be carried back to a prior period, to the extent the loss arises solely by virtue of the number acquisition of calendar days in the entire period. For purposes of this Section 8.9(b), each portion of such period shall be deemed to be a taxation year (whether or not it is in fact a taxation year)control rules.