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 (except to the except the taxes change on a specific date, such as July 1st for real property taxes, in which case such taxes will be equitably allocated based on the relative number of days in each such 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 the Acquired Companies without Sellers’ written consent.
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. (i) Notwithstanding any other provision of this Agreement, the Company shall prepare and file or cause to be filed, all Tax Returns of or which include the GMACCH Companies or any of the GMACCH Companies for a Straddle Period. The Company shall provide Parent with each such Tax Return at least 45 days prior to the due date for filing thereof. The Company shall prepare, or cause to be prepared, such Tax Return in a manner consistent with the past practice of the Company and its Subsidiaries except that the Company may vary from past practices (A) to the extent that such Tax Return is consistent with the U.S. consolidated Federal Income Tax Return of the Parent Consolidated Group, (B) as required by applicable Law, or (C) as otherwise agreed to in writing by Parent and the Company. Parent shall have the right to review and approve (which approval shall not be unreasonably withheld) each such Tax Return within 15 days following its receipt thereof. The failure of Parent to propose any changes to any such Tax Return within such 15-day period shall be deemed to constitute Parent’s approval thereof. Parent, 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 the Company of its obligation to file (or cause to be filed) any such Tax Return in accordance with this Section 7.4(c)(i) and the Company shall be entitled to file such returns in the manner in which such returns were prepared.
(ii) The Company shall pay or cause to be paid the Taxes due with respect to any Straddle Period. No later than five business days prior to the due date for filing any such Tax Return (taking into account extensions), either (A) Parent shall pay to the Company the excess, if any, of (1) the portion of the Straddle Period Taxes which is allocable to Seller pursuant to Section 7.3 hereof over (2) the estimated Tax payments (including payments made in connection with an application for an extension) in respect of such Straddle Period made (or reimbursed to the Company) by a member of the Parent Group; provided, however, that Parent shall have no obligation to make a payment to the Company to the extent such liability for Taxes (when aggregated with all other amounts previously credited against Current Tax Liabilities under Section 7.1 and this Section 7.4) does not exceed the amou...
Tax Returns for Straddle Periods. The 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 (each, a "STRADDLE PERIOD TAX RETURN"); PROVIDED, HOWEVER, that subject to the Dispute Notice process provided in Section 5.9(i) below, the Buyer shall not be required to take a position or other method of reporting in such Straddle Period 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' Representatives drafts of all such Straddle Period Tax Returns for review and comment at least 30 days prior to the due date for the filing of each such Straddle Period Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Straddle Period Tax Return. Not later than 15 days after Buyer has provided such Straddle Period Tax Return, the Securityholders' Representatives shall provide to Buyer any Dispute Notice. Buyer and the Securityholders' Representatives agree to consult and resolve in good faith any such objection. If any such dispute has not been resolved by the due date for filing any such Straddle Period Tax Return, the Buyer shall file such Tax Return on its due date in such manner as it deems appropriate, and the Parties shall submit any dispute relating to such Tax Return, including whether an amended return should be filed, to the Arbiter in accordance with the procedures set forth in Section 5.9(i). Within 15 days after the date on which Taxes are paid with respect to any Straddle Period Tax Return (or if a dispute relating to the amount of such Taxes has been submitted to the Arbiter, within 15 days after the Arbiter's determination is rendered), the Buyer and the Securityholders' Representatives shall execute and the Buyer shall deliver written notice instructing the Escrow Agent to distribute to the Buyer from the Escrow Cash the amount, if any, by which such Taxes of the Acquired Companies that are attributable to the Straddle Period pursuant to Section 5.9(b) (or if a dispute relating to the amount of such Taxes was submitted to the Arbiter, the amount of Taxes determined by the Arbiter to be the correct amount of Taxes owed), when added to any Taxes of the Acquired Companies payable in respect of any Post-Closing Tax Return pursuant to S...
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 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. (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
Tax Returns for Straddle Periods. All Returns prepared pursuant to this Section 4.1(d) shall be prepared or completed in a manner consistent with prior practice of Tastemaker concerning the income, properties or operations of Tastemaker (including elections, accounting methods and conventions), except as otherwise required by law. Tastemaker shall pay all Taxes relating to Tax Returns required to be prepared and filed pursuant to this Section 4.1(d). Any Taxes of Tastemaker payable pursuant to such Tax Returns shall be estimated and apportioned for purposes of determining the Working Capital Adjustment, between the Owners, on the one hand, and the Interested Persons on the other hand, in accordance with the principles of Treasury Regulation Section 1.1502-76(b) applied as of the Adjustment Time.
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. 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.
