Tax Returns for Straddle Periods. The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and each Subsidiary for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). The Purchaser shall be reimbursed by the Shareholder for an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on and including the Closing Date within fifteen (15) days after filing the applicable Tax Return and providing proof of payment by the Purchaser or the Company or any Subsidiary of such Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (y) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (z) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which is payable if the relevant Tax period ended on the Closing Date; provided, further, that any franchise Tax or other Tax providing the right to do business shall be allocated to the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company. The Purchaser shall provide the Shareholder with copies of any Tax Returns to be filed by the Purchaser pursuant to this Section 6.8(c) at least ten (10) days before the due date thereof (giving effect to any extensions thereto). The Shareholder 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 Straddle Periods. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company that are required to be filed for a Straddle Period. At least ten (10) Business Days prior to the due date (taking into account any extension) for the filing of any such Tax Return, Buyer shall provide Sellers’ Representative a copy of such Tax Return for Sellers’ Representative’s review and comment. Sellers’ Representative shall provide Buyer with its comments, if any, to such Tax Return at least five (5) Business Days prior to the due date of such Tax Return, and Buyer shall incorporate any reasonable comments provided by Sellers’ Representative that relate to a Pre-Closing Tax Period.
Tax Returns for Straddle Periods. Buyer shall prepare or cause to be prepared in a manner consistent with the past practices of the Acquired Companies and timely file or cause to be timely filed all Tax Returns for the Acquired Companies for all Straddle Periods; provided, however, that, subject to the Dispute Notice process, Buyer shall not be required to take a position or other method of reporting in such Tax Return if the Arbiter makes a determination that such position or method of reporting is not reasonably likely to be sustained upon audit. Buyer shall provide to the Securityholders’ Representative drafts of all such Tax Returns for review and comment at least 30 days prior to the due date for the filing of each such Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than 15 days after Buyer has provided such Tax Return, or such shorter period as is necessary to allow for the timely filing of such Tax Return, the Securityholders’ Representative shall provide to Buyer any Dispute Notice. Buyer and the Securityholders’ Representative agree to consult and resolve in good faith any such objection. Buyer shall not file any Tax Return subject to this Section 5.10(c) without the prior written consent of the Securityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. If such Tax Returns are not prepared and provided in accordance with this Section 5.10(c), the Selling Securityholder shall not be liable for any subject Taxes. Within 15 days after the date on which Taxes are paid with respect to such periods, the Buyer and the Securityholders’ Representative shall execute and deliver written notice instructing the Escrow Agent to distribute to the Buyer the amount, if any, by which such Taxes of the Acquired Companies that are attributable to the Pre-Closing Tax Period pursuant to Section 5.10(b) exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet in the Company’s Most Recent Financial Statements (rather than in any notes thereto) and taken into account in calculating Closing Working Capital.
Tax Returns for Straddle Periods. Buyer shall prepare or cause to be prepared and duly and timely file or cause to be filed any Tax Returns of the Acquired Companies for any Straddle Period. With respect to the Acquired Companies, Seller shall pay to Buyer within seven (7) days of a request from Buyer, that amount equal to the portion of such Taxes which relates to the Pre-Closing portion of such Tax Period. To the extent permitted by applicable law, the parties shall elect (or cause the Acquired Companies) to treat the period that includes the Closing Date with respect to any Tax as ending at the close of the Closing Date and shall take such steps as may be necessary therefor. For purposes of this Agreement, any Taxes of the Acquired Companies for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on an interim closing of the books as of the close of the Closing Date, provided, however, that any real property or personal property taxes and any annual exemption amounts shall be allocated based on the relative number of days in the Pre-Closing Tax Period and the Post-Closing Tax Period. Buyer shall permit Sellers 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 Sellers; provided, however, that comments are provided in a timely manner such that Buyer shall have a reasonable period of time to review such comments and make revisions prior to filing, and such comments are consistent with positions taken in prior Tax Returns. Except to the extent required by applicable Law, no position shall be taken in any such Tax Return which is inconsistent with the past practice of Target without Sellers’ written consent.
Tax Returns for Straddle Periods. (i) With respect to Tax Returns described in Section 7.3(a) hereof, Seller shall provide the Company with the portion of each such Tax Return to the extent it reflects the inclusion of the Company or any of its Subsidiaries in such return and such provision shall be made in a timely manner such that the Company has sufficient time to review such return. Such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries except, (A) as required to allow Seller to continue to use its existing practices for reporting the operations at the Company and its Subsidiaries (provided that the continued use of such practices will not adversely affect the FinanceCo Companies' ability to use a different practice that would otherwise be available in preparing their Tax Returns for any Tax period after the Closing), (B) as required by applicable law, (C) to the extent necessary as a result of the conversion of the Converting Entities from an entity treated as a corporation for Tax purposes to an entity treated as a disregarded entity or partnership for Tax purposes, or (D) as otherwise agreed to in writing by Seller and the Company. The Company shall have the right to review and approve (which approval shall not be unreasonably withheld) each such Tax Return within 30 days following the receipt of such return. The failure of the Company to propose any changes to any such Tax Return within such 30-day period shall be deemed to constitute the Company's approval of such return. Seller, the Company and Investor shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof; provided, however, that the failure to resolve all disagreements prior to such date shall not relieve Seller of its obligation to file (or cause to be filed) any such Tax Return in accordance with this Section 7.3(d)(i) and Section 7.3(a).
(ii) The Company shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns for Straddle Periods. The Company shall pay or cause to be paid any and all Taxes shown as due and owing on such Tax Returns, subject to the Company's right to indemnification pursuant to Section 7.1(a). The Company shall provide Seller with each such Tax Return in a timely manner such that Seller has sufficient time to review such return. Such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsi...
Tax Returns for Straddle Periods. (a) Except as provided in Sections 2.02(b), (c) and (d), Zimmer shall prepare and file all Tax Returns of each member of the Zimmer Group for all Straddle Periods.
(b) In the case of any Straddle Period for State Income Taxes, Zimmer shall prepare all Tax Returns of each member of the Zimmer Group on a basis consistent with past practice, and shall present such Tax Returns to BMS for review at least 30 days before the date on which such Tax Returns are required to be filed. Zimmer shall not file such Tax Returns without the written consent of BMS, which shall not be unreasonably withheld. Promptly upon receiving the written consent of BMS, Zimmer shall file, or cause to be filed, such Tax Returns.
(c) In the case of any IRS Form 5471 (or any successor form) (a "Form 5471") relating to the calendar year (or any portion thereof) in which the Distribution occurs, that is required to be filed with respect to any member of the Zimmer Group, Zimmer shall prepare such Form 5471 on a basis consistent with past practice, and shall present such Form 5471 to BMS for review at least 30 days before the date on which such Form 5471 is required to be filed. Zimmer shall not file such Form 5471 without the written consent of BMS, which shall not be unreasonably withheld. BMS shall, and promptly upon receiving the written consent of BMS, Zimmer shall, file or cause to be filed, such Form 5471, in each case in a consistent manner.
(d) In the case of any 936 Return required to be filed for a Straddle Period, BMS shall prepare such 936 Return on a basis consistent with past practice, and shall present such 936 Return to Zimmer for review at least 30 days before the date on which such 936 Return is required to be filed. BMS shall consider in good faith any suggestions or comments made by Zimmer after such review. On or before the date on which such 936 Return is required to be filed, Zimmer shall file or cause to be filed such 936 Return. BMS shall be entitled to charge, and Zimmer shall be required to pay, a reasonable fee for services provided by BMS to Zimmer pursuant to this Section 2.02(d).
Tax Returns for Straddle Periods. Purchaser shall prepare or cause to be prepared and file or cause to be filed any separate Tax Returns of the Company required to be filed for Straddle Periods. Seller shall reimburse Purchaser that amount equal to the portion of such Taxes which relates to the portion of such periods ending on the Closing Date, except to the extent that such Taxes are Included Taxes.
Tax Returns for Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and any Company Subsidiary for Straddle Periods and shall present such Tax Returns to the Stockholder Representative for review at least fifteen (15) Business Days before the date on which such Tax Returns are required to be filed (or if the filing due date is within forty-five (45) days following the Effective Time, as promptly as practicable following the Effective Time). If the Stockholder Representative, within ten (10) Business Days after receipt of any such Tax Return, notifies Parent in writing that he objects to any of the items in such Tax Return, Parent and the Stockholder Representative shall attempt in good faith to resolve the dispute, and, if they are unable to do so, the disputed items shall be submitted to the Independent Auditor for determination prior to the filing deadline of such Tax Returns. The Stockholders shall pay to Parent within ten (10) Business Days after the date on which Taxes are paid with respect to such Straddle Periods, that amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending at the Effective Time, except to the extent that such Taxes are reflected in the accrual for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of Closing Balance Sheet. For purposes of the preceding sentence, Taxes shall be allocated in the manner set forth in the last sentence of Section 10.2.3 hereof.
Tax Returns for Straddle Periods. The Company shall, at the direction of the Sellers’ Representative, at the Company’s expense, and on a basis consistent with the Company’s past practice (unless otherwise required by Tax laws or regulations (including interpretations thereof by any governmental authority)) prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company that are required to be filed for a Straddle Period. At least ten (10) Business Days prior to the due date (taking into account any extension) for the filing of any such Tax Return, the Company shall provide the Sellers’ Representative and Buyer a copy of such Tax Return, together with the calculation of Pre-Closing Taxes the Company determines to be due from the Sellers, for each of the Sellers’ Representative’s and Buyer’s review and approval, which approval will not be unreasonably withheld or delayed. The Sellers shall pay to Buyer, within ten (10) Business Days after the date on which Taxes are paid with respect to such periods, an amount equal to the portion of such Taxes that relates to the Pre-Closing Tax Period, except to the extent (i) such Taxes were specifically reflected in the Closing Working Capital or (ii) such Taxes are not Indemnified Taxes. For purposes of the preceding sentence, Taxes shall be allocated in the manner set forth in Section 8.04.
Tax Returns for Straddle Periods. In the case of any Straddle Period Tax Return, the Purchaser shall prepare and timely file such Tax Return and timely pay all Taxes due with respect to the taxable period covered by such Tax Return. The Purchaser shall determine the portion of the Taxes covered by such Tax Return for the Pre-Closing Tax Period (the "SELLER'S PORTION"). Not later than 15 days after the receipt by the Seller from the Purchaser of notice thereof (or, if later, 10 business days after the completion of the Pre-Filing Review Procedure (as defined in Section 4.4(g)) with respect thereto), the Seller shall pay to the Purchaser an amount equal to the excess, if any, of (i) the Seller's Portion of the Taxes reported on any such Tax Return, over (ii) any estimated Taxes paid prior to the Closing with respect to the Taxes reportable on such return. If the amount determined in clause (ii) of the preceding sentence exceeds the amount determined in clause (i), the Purchaser shall pay to the Seller the amount of such excess not later than five days after the filing of such return. Any Tax Return described in this Section 4.4(f) shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except as required by changes in law.
