Common use of Tax Returns for Straddle Periods Clause in Contracts

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. Buyer shall will prepare or cause to be prepared and duly prepared, and timely file or cause to be filed any timely filed, all Tax Returns of the Acquired Companies for periods beginning on or before the Closing Date and ending after the Closing Date ("Straddle Periods") and, to the extent the filing of such Tax Returns by Buyer could reasonably be expected to increase any Tax otherwise payable by any Acquired Company or the Seller for any Pre-Closing Straddle Period or Pre-Closing Tax Period. With respect to , on a basis consistent with past Tax Returns of the Acquired Companies, Seller shall pay to Buyer within seven (7) days including the utilization of a request from Buyer, that amount equal to the portion of such Taxes which relates to same accounting methods and elections used for the Pre-Closing portion preparation 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 periods, except to the extent required by applicable Law, no position shall be taken in any relevant Tax law. Buyer will allow Seller a period of at least 30 days before the filing of such Tax Return which is Returns to review such Tax Returns. Buyer will notify Seller in writing upon the delivery to Seller of such Tax Returns of any positions contained therein that are inconsistent with positions taken on prior Tax Returns. Buyer will cooperate in good faith and on a commercially reasonable basis with Seller to address any concerns or questions of Seller with respect to such Tax Returns. At least two (2) days prior to the past practice due date for the payment of Taxes with respect to a Straddle Period, Seller will pay Buyer or the Acquired Companies without Sellers’ written consentthe amount of undisputed and unpaid Taxes shown on such Tax Returns that relate to Pre-Closing Straddle Periods (as determined in accordance with Section 10.9(d)). Buyer will, or will cause the Acquired Companies to, timely remit to the relevant taxing authority all unpaid Taxes shown on such Tax Returns. Any dispute relating to the treatment of any item on such Tax Returns will be resolved pursuant to Section 10.9(g).

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 Company for any Straddle Period. With respect to the Acquired CompaniesCompany, Seller Sellers shall pay to Buyer within seven thirty (730) 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 CompaniesCompany) 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 Company 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 extent 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 Company without Sellers’ written consent.

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)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 Target without Sellers’ written consent.

Tax Returns for Straddle Periods. Buyer Purchaser shall prepare or cause and timely file all Tax Returns required to be prepared filed by each Company and Subsidiary of a Company under the Laws of any jurisdiction for any period that includes the Closing Date and that does not end on the Closing Date or as a result of the Closing (a “Straddle Period”), and such Company or Subsidiary shall duly and timely file or cause to be filed any pay all Liabilities for Taxes shown on such Tax Returns of the Acquired Companies for any Straddle PeriodReturns. With respect to the Acquired Companies, Seller shall duly and timely pay to Buyer within seven (7) days of a request from Buyer, that Purchaser an amount equal to the portion of such the Liabilities for Taxes which relates attributable to the portion of the Straddle Period ending on the Closing Date (the “Pre-Closing Partial Period”) to the extent that such Taxes are not reflected as liabilities in the calculation of the Final Net Working Capital Amount, or to the extent that such Taxes are reflected as liabilities in the calculation of the Final Net Working Capital Amount but are taken into account in determining the amount of a payment required to be made by Seller to Purchaser under Section 7(a). Seller shall make such payment to Purchaser no later than three (3) Business Days prior to the due date for filing the applicable Tax Return for such Straddle Period (or, if such Liability is determined pursuant to a Tax Proceeding, no later than three (3) Business Days before Purchaser is required to pay such Tax), and Purchaser shall timely remit such payment to the appropriate Governmental Authority. Seller and Purchaser shall make any elections and take such other actions as are reasonably available to cause the portion of such Tax Period. To the extent permitted by applicable law, the parties shall elect (or cause the Acquired Companies) to treat the any taxable period that includes otherwise would not end on the Closing Date with respect to any Tax or as ending at the close of the Closing Date to be treated as a separate taxable year or period under applicable Tax law of any non-U.S. jurisdiction, rather than as a Straddle Period. Purchaser’s preparation and shall take such steps as may be necessary therefor. For purposes filing of this Agreement, any Taxes of the Acquired Companies Tax Returns for a Straddle Period shall be allocated between consistent with the Pre-Closing Tax Period historic practices and the Post-Closing Tax Period based on an interim closing procedures of the books as of the close of the Closing Date, provided, however, that any real property such Company or personal property taxes Subsidiary and any annual exemption amounts shall be allocated based on the relative number subject to Seller’s review and approval before filing. Purchaser shall make drafts of days in the Pre-Closing all Tax Period Returns for Straddle Periods available for Seller’s review and the Post-Closing Tax Period approval no later than twenty (except 20) Business Days prior to the except the taxes change on a specific date, such as July 1st due date 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 filing 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. Buyer (i) Acquiror shall prepare prepare, or cause to be prepared, and shall file, or cause to be filed, all Tax Returns of the Company and its Subsidiaries to be filed after the Closing Date, but if any such Tax Return relates to any Taxable period beginning on or before the Closing Date and ending after the Closing Date, Acquiror shall deliver, or cause to be delivered, to the Stockholders’ Agent for its review, comment and approval (which approval will not be unreasonably withheld, conditioned or delayed) a copy of the proposed Tax Return no later than thirty (30) days prior to the filing date of such Tax Return and will incorporate, or cause to be incorporated, all reasonable comments on such Tax Return provided by the Stockholders’ Agent not later than ten (10) days prior to the filing date of such Tax Return. Acquiror shall provide, and shall cause Surviving Sub and Acquiror’s Affiliates to provide, the Stockholders’ Agent with such cooperation as the Stockholders’ Agent may reasonably request in connection with its review of such Tax Returns. All Tax Returns prepared pursuant to this Section 5.18(b)(i) shall be prepared on a basis consistent with the past practices of the Company and duly Sections 1.15 and timely 5.18(a)(i) hereof and, if the Acquiror has a choice between positions that consistent with past practices, Acquiror shall act in a manner that does not distort taxable income. Any Taxes with respect to the Company or any of its Subsidiaries that relate to a Taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be apportioned between the portion of such period up to and including the Closing Date (the “Pre-Closing Partial Period”) and the portion of such Straddle Period beginning on the day after the Closing Date (the “Post-Closing Partial Period”), (i) in the case of real or personal property Taxes (and any other Taxes not measured or measurable, in whole or in part, by net or gross income or receipts), on a per diem basis and, (ii) in the case of other Taxes, on the “closing of the books” method (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time), with transactions occurring after the Closing treated as occurring on the day after Closing and taking into account the provisions of Section 5.18(a)(i) hereof. Surviving Sub or Acquiror shall file or cause to be filed any all Tax Returns of the Acquired Companies for any Straddle Period. With respect to the Acquired Companies, Seller and Surviving Sub or Acquiror shall pay to Buyer within seven (7) days all Taxes shown as due on any such Tax Returns. Each of a request from Buyerthe Effective Time Holders, that amount equal to the portion of in accordance with their Pro Rata Shares, shall reimburse Acquiror for all such Taxes which relates apportioned to the Pre-Closing portion of such Tax Period. To Partial Period except to the extent permitted that (x) the liability for such Taxes was treated as a Company Debt or Transaction Expense that reduced the Merger Consideration, (y) the liability for such Taxes was actually taken into account in determining Working Capital or (z) the liability for such Taxes arose as a result of a breach by applicable lawany of Acquiror, the parties shall elect (Sub or cause the Acquired Companies) to treat the period that includes the Closing Date with respect to Surviving Sub of a representation or warranty or any Tax as ending at the close of the Closing Date and shall take such steps as may be necessary therefor. For purposes other provision of this Agreement. All such payments shall be made by the Effective Time Holders fifteen (15) Business Days of being given notice (personally or via notice to the Stockholders’ Agent) of such filing, any which notice shall state the amount of Taxes due together with a reasonable description of the Acquired Companies basis on which the Taxes are due. Effective Time Holders’ liability for a Taxes under this Section 5.18(b) shall be reduced by any payment of such Straddle Period shall be allocated between Taxes by the Pre-Closing Tax Period and the Post-Closing Tax Period based Company or its Subsidiaries made on an interim closing of the books as of the close of or before 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. Buyer shall prepare or cause to be prepared and duly and timely file or cause to be filed any Tax Returns of each of the Acquired Companies for any Straddle Period. With respect to the each Acquired CompaniesCompany, 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 an Acquired Companies Company 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)Period. Buyer shall permit Sellers 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 SellersSeller; 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 permitted 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’ Seller’s written consent.