Tax Returns for Periods Ending on or Before the Closing Date. With respect to any Tax Return of the Company or any Subsidiary of the Company for a taxable period ending on or prior to the Closing Date that is due on or after the Closing, Purchaser will, at Purchaser’s expense, timely prepare, or cause to be timely prepared, and timely file, or cause to be timely filed, all Tax Returns, prepared in a manner consistent with past custom and practice of the Company or such Subsidiary (unless otherwise required by Law); provided, that notwithstanding the foregoing or anything in this Agreement to the contrary, such Tax Returns will be prepared in accordance with the Intended Tax Treatment. Subject to the provisions of this Section 7.2, Purchaser will permit Sellers to review and comment on each of such Tax Returns for at least 30 days prior to the due date (with applicable extensions), for any Tax Return not due within 30 days subsequent to Closing, and as soon as reasonably practicable prior to filing, for any Tax Return due within 30 days subsequent to Closing (a “30-Day Return”). Sellers may provide any written comments to Purchaser not later than 15 days after receiving any such Tax Return, for any Tax Return other than a 30-Day Return, or within a commercially reasonable amount of time after receiving any such Tax Return, for any 30-Day Return, and Purchaser will accept the reasonable comments of Sellers. If Sellers do not provide any written comments with such period of review set forth in the immediately preceding sentence, Sellers will be deemed to have accepted such Tax Return. Purchaser shall cause the Company to pay all Taxes shown due on any such Tax Returns for which the Company or any Subsidiary of the Company is liable out of the Cash of the Company (such Taxes, together with the unpaid Company Transaction Expenses and the Taxes described in Section 7.2(b), shall not exceed the Expenses Cap) no later than five days before the date on which such Taxes are required to be paid to any Tax Authority, and Purchaser will timely remit such Taxes. In the event that such Taxes exceed the Expenses Cap, such excess amount shall be paid by the Sellers’ Representative.
Tax Returns for Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall be entitled to claim from the Escrow Sum the amount (not to exceed $20,000) of Buyer’s reasonable out-of-pocket costs and expenses associated with the preparation of such Tax Returns for the Company.
Tax Returns for Periods Ending on or Before the Closing Date. The Shareholder shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company and its respective Subsidiaries for all periods ending on or before the Closing Date which are filed after the Closing Date. The Purchaser shall be reimbursed by the Shareholder for Taxes of the Company and its respective Subsidiaries with respect to all Tax periods ending on or before the Closing Date within fifteen (15) days after payment by the Purchaser or the Company or any Subsidiary of such Taxes. For the avoidance of doubt, the Shareholder shall include the income of the Company and its Subsidiaries (including the effects of the §338(h)(10) Election, any deferred items triggered into income by Reg. §1.1502-13, and any excess loss account taken into income under Reg. §1.1502-19) on the Shareholder’s consolidated U.S. federal income Tax Returns for all periods through the end of the Closing Date and pay any U.S. federal income Taxes attributable to such income. The Company and its Subsidiaries shall furnish Tax information to the Shareholder for inclusion in the Shareholder’s U.S. federal consolidated income Tax Return for the period that includes the Closing Date in accordance with the Company’s past custom and practice. The income of the Company and its Subsidiaries shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of Company and its Subsidiaries as of the end of the Closing Date. The Shareholder shall provide the Purchaser with copies of any Tax Returns to be filed by the Shareholder pursuant to this Section 6.8(b). at least ten (10) days before the due date thereof (giving effect to any extensions thereto), provided that for any unitary Tax Returns only that portion related to the Company shall be provided to the Purchaser. The Purchaser shall have the right but not the obligation to review and comment on such Tax Returns before the filing of such Tax Returns.
Tax Returns for Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared (in a manner consistent with prior practice to the extent consistent with applicable Laws) and timely file or cause to be timely filed all Tax Returns for the Group Companies for all periods ending on or prior to the Closing Date which are filed after the Closing Date. 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 Ending on or Before the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date, which Tax Returns will be prepared consistent with past practice of the Company except as otherwise required by applicable Law. Parent shall provide such Tax Returns to the Stockholder Representative for its review and consent at least thirty (30) days prior to their filing due date, which consent shall not be unreasonably withheld.
Tax Returns for Periods Ending on or Before the Closing Date. The Parties agree that for U.S. federal, state, and local Income Tax purposes, each Company’s and their Subsidiary’s Tax year shall close on the Closing Date and a final Income Tax Return of each Company and their Subsidiary shall be filed by the Sellers’ Representative at Sellers’ expense. Sellers’ Representative will deliver a copy of each such Income Tax Return to Purchaser at least thirty (30) days prior to the due date for such Tax Return for Purchaser’s review and comment. Purchaser may provide written comments to Sellers’ Representative not later than fifteen (15) days after receipt of such Tax Return, and Sellers’ Representative will incorporate Purchaser’s reasonable comments. All other Tax Returns of the Companies and their Subsidiary for Pre‑Closing Periods that are filed after the Closing Date shall be prepared by Purchaser; provided, however, that Purchaser shall provide Sellers’ Representative with a copy of any such Tax Return, to the extent that such Tax Return reflects a Tax Liability that is subject to indemnification in excess of $10,000 pursuant to this Agreement, for the Sellers’ Representative’s review and comment at least five (5) Business Days prior to its filing, and Purchaser shall make any changes reasonably requested by the Sellers’ Representative that are consistent with the past practice of the Companies and their Subsidiary and permissible under applicable Law. Sellers will pay all Taxes shown due on any such Tax Returns for which Sellers are liable under this Agreement to Purchaser no later than five days before the date on which such Taxes are required to be paid to any Tax Authority, except to the extent and in such amount as such Taxes were included in the Purchaser’s Statement and reduced the Total Consideration.
Tax Returns for Periods Ending on or Before the Closing Date. Purchaser will, at the Company’s expense, timely prepare, or cause to be timely prepared, and timely file, or cause to be timely filed, all Tax Returns, prepared in a manner consistent with past custom and practice of the Company and its Subsidiaries (unless otherwise required by Law), for the Company and its Subsidiaries for all Tax periods ending on or prior to the Closing Date. Subject to the provisions of this Section 7.5(a), if such Tax Returns are filed after the Closing Date, Purchaser will permit the Stockholders’ Representative to review and comment on each of such Tax Returns for at least 30 days prior to the due date (with applicable extensions). The Stockholders’ Representative may provide any written comments to Purchaser not later than 15 days after receiving any such Tax Return, and Purchaser will accept the reasonable comments of the Stockholders’ Representative. If Stockholders’ Representative does not provide any written comments with 15 days, Stockholders’ Representative shall be deemed to have accepted such Tax Return.
Tax Returns for Periods Ending on or Before the Closing Date. At the direction of the Securityholders’ Representative, Cilion shall prepare or cause to be prepared (in a manner consistent with prior practice) and timely file or cause to be timely filed all Tax Returns for Cilion and any Cilion Subsidiary for all periods ending on or prior to the Closing Date that are filed after the Closing Date. The Securityholders’ Representative shall permit Aemetis to review and comment on such Tax Returns prior to filing and shall not file such Tax Returns without Aemetis’ consent, which cannot be unreasonably withheld.
Tax Returns for Periods Ending on or Before the Closing Date. The Company shall prepare or cause to be prepared (in a manner consistent with prior practice) and timely file or cause to be timely filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date, and shall pay all Taxes with respect to such Tax Returns.
Tax Returns for Periods Ending on or Before the Closing Date. Sellers’ Representative will, at Sellers’ expense, timely prepare, or cause to be timely prepared, and timely file, or cause to be timely filed, all Tax Returns, prepared in a manner consistent with past custom and practice of the Company (unless otherwise required by Law), for the Company for all Tax periods ending on or prior to the Closing Date. Subject to the provisions of this Section 7.7, if such Tax Returns are filed after the Closing Date, Sellers’ Representative will permit Purchaser the opportunity to review and comment on each of such Tax Returns at least 30 days prior to the due date (with applicable extensions) and filing of such Tax Returns. Purchaser may provide any written comments to Sellers’ Representative not later than 15 days after receiving any such Tax Return, and Sellers’ Representative will accept the reasonable comments of Purchaser. If Purchaser does not provide any written comments within 15 days, Purchaser will be deemed to have accepted such Tax Return. Sellers will pay all Taxes shown due on any such Tax Returns for which Sellers are liable under this Agreement to Purchaser no later than five days before the date on which such Taxes are required to be paid to any Tax Authority, and Purchaser or the Company will timely pay such Taxes.
