Tax Returns for Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin on or before the Closing Date and end after the Closing Date (the "Straddle Period"). Any Straddle Period Tax Return required to be filed by Buyer shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Seller for the Seller's approval not less than 30 days prior to the due date for the filing of such Tax Return, which approval shall not be unreasonably withheld. The Seller shall have the option of preparing jointly with the Buyer any Tax Return with respect to any, or all, of the items (or a portion thereof) for which it may be liable reflected on such Tax Return and if the Seller does not participate, any such items shall be reported in a manner consistent with the past practice of the Company (unless, in the opinion of nationally recognized tax counsel to the Buyer, complying with such past practice is not permitted under applicable Law). Upon the written request of the Buyer, setting forth in detail the computation of the amount owed, Seller shall pay to Buyer within 15 days after the date on which Taxes are paid for the Company with respect to such Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle 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 (i) 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 (ii) in the case of any Tax based upon or related to income 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 be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocat...
Tax Returns for Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date (“Straddle Period”). In the case of any Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Company for the period prior to the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Company for a Straddle Period that relates to the period prior to the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction of 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 such Straddle Period.
Tax Returns for Periods Beginning Before and Ending After the Closing Date. (a) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of a Group Company for Tax periods that begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Buyer shall provide Shareholders’ Representative with copies of all such Tax Returns for its review and comment at least forty (40) days prior to the applicable filing deadline (including any applicable extensions thereof) and make such revisions to such Tax Returns as are reasonably requested by the Shareholders’ Representative at least ten (10) days prior to such applicable filing deadline (including any applicable extensions thereof).
Tax Returns for Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. Buyer shall permit the Stockholders’ Representative to review and comment on such Tax Returns prior to filing, and shall not file such Tax Returns without the Stockholders’ Representative’s consent, which cannot be unreasonably withheld or delayed.
Tax Returns for Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for the Straddle Period. The Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller. The Seller shall pay to the Buyer, within 15 days after the date on which Taxes are paid for the Company with respect to such periods, an amount equal to the portion of such Taxes that relates to the portion of such taxable period ending on the Closing Date, to the extent such Taxes are not reflected in the reserve for Taxes (rather than any reserve for deferred Taxes established by such entity to reflect timing differences between book and Tax income) shown on the face of the Closing Date Balance Sheet, or otherwise adjusted for in the post-closing purchase price adjustment pursuant to Section 3.3.
Tax Returns for Periods Beginning Before and Ending After the Closing Date. (a) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of a Group Company for Tax periods that begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”). Buyer shall provide Stockholders’ Representative with copies of all such Tax Returns for its review and comment at least thirty (30) days prior to the applicable filing deadline (including any applicable extensions thereof) and make such revisions to such Tax Returns as are reasonably requested by the Stockholders’ Representative at least fifteen (15) days prior to such applicable filing deadline (including any applicable extensions thereof).
Tax Returns for Periods Beginning Before and Ending After the Closing Date. Aemetis shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Cilion and any Cilion Subsidiary for Tax periods that begin before the Closing Date and end after the Closing Date (“Straddle Periods”). Aemetis shall permit the Securityholders’ Representative to review and comment on such Tax Returns prior to filing and shall not file such Tax Returns without the consent of the Securityholders’ Representative, which cannot be unreasonably withheld. With respect to Taxes of Cilion and any Cilion Subsidiary relating to a Straddle Period, the portion of the Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (i) 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 Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date.
Tax Returns for Periods Beginning Before and Ending After the Closing Date. Purchaser will prepare, or cause to be prepared, and file or cause to be filed any and all Tax Returns of Target for a Tax period that begins on or before the Closing Date and ends after the Closing Date (each a “Straddle Tax Period”), which Tax Returns will be prepared (i) in accordance with applicable Law and (ii) consistent with the past practices of Target except as otherwise required by applicable Law.
Tax Returns for Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Buyer shall permit the Member’s Representative to review and comment on such Tax Returns prior to filing. The Member’s Representative shall pay to Buyer within 15 days of demand therefor an amount equal to the portion of such Taxes with respect to such Tax Returns which relates to the portion of the taxable period ending on the Closing Date, except to the extent such Taxes have been taken into account in (and therefore reduced) the Net Working Capital at Closing. For this purpose, the portion of the Tax which relates to the portion of the taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon DB1/65207936.19 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 (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date.
Tax Returns for Periods Beginning Before and Ending After the Closing Date. Purchaser shall properly and accurately prepare (or cause to be prepared) and file (or cause to be filed) each Tax Return required to be filed by ICI after the Closing Date that includes a taxable period beginning before the Closing Date and ending after the Closing Date exclusive of a Tax Return for the short period Tax Year referenced in Section 10.1 above. To the extent any Tax shown as due on such Tax Return is payable by Seller (taking into account indemnification obligations hereunder), (A) such Tax Return shall be provided to Seller at least 30 days prior to the due date for filing such return (or, if required to be filed within 30 days of the Closing, as soon as possible following the Closing); and (B) Seller shall have the right to review and comment on such Tax Return. The amount of any Taxes due with respect to any Tax Returns relating to periods ending on or prior to the Closing Date and the amount of any Taxes allocable to Seller under Section 10.2 with respect to a Straddle Period Tax Return shall be paid by Seller to Purchaser within the later of five (5) days of Purchaser's request therefor.
