Common use of Tax Returns for Straddle Periods Clause in Contracts

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. The Purchaser Buyer shall prepare or cause to be prepared and duly and timely 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 “any Straddle Period”). The Purchaser With respect to the Company, Sellers shall be reimbursed by the Shareholder for an pay to Buyer within thirty (30) 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 Company) to treat the period ending on and including that includes the Closing Date within fifteen (15) days after filing with respect to any Tax as ending at the applicable Tax Return close of the Closing Date and providing proof of payment by the Purchaser or the Company or any Subsidiary of shall take such Taxessteps as may be necessary therefor. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable of the Company for a Straddle Period shall be allocated between the Pre-Closing Tax period that includes (but does not end on) Period and the Post-Closing Tax Period based on an interim closing of the books as of the close of the Closing Date, the portion of such Tax provided, however, that relates to the portion of such Tax period ending any real property or personal property taxes and any annual exemption amounts shall be allocated based 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 relative number of days in the Pre-Closing Tax period ending on and including the Closing Date Period and the denominator of Post-Closing Tax Period (except to the extent the taxes change on a specific date, such as July 1st for real property taxes, in which is case such taxes will be equitably allocated based on the relative number of days in the entire Tax each such 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 Buyer shall have the right but not the obligation 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 before 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 filing of extent required by applicable Law, no position shall be taken in any such Tax ReturnsReturn which is inconsistent with the past practice of the Company without Sellers’ written consent.

Tax Returns for Straddle Periods. The Purchaser (i) Acquiror shall prepare prepare, or cause to be prepared prepared, and file shall file, or cause to be filed any filed, all Tax Returns of the Company and each Subsidiary for its Subsidiaries to be filed after the Closing Date, but if any such Tax periods which begin Return relates to any Taxable period beginning on or before the Closing Date and end 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 Sections 1.15 and 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”). The Purchaser ) shall be reimbursed by the Shareholder for an amount equal to apportioned between the portion of such Taxes which relates period up to the portion of such Tax period ending on and including the Closing Date within fifteen (15the “Pre-Closing Partial Period”) 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 Straddle Period beginning on the portion of such Tax period ending on day after 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. The Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Pre-Closing Tax Periods not described in Section 5.2(a) and each Subsidiary for Tax periods which begin before Straddle Periods and shall cause the Closing Date and end after Company to pay the Closing Date (a “Straddle Period”). The Purchaser Taxes shown to be due thereon, provided that Shareholders shall be reimbursed by the Shareholder promptly reimburse Buyer for an amount equal to the portion of such Taxes which relates to the portion of such Tax that relates to a Pre-Closing Tax Period to the extent such Taxes are not taken into account in the calculation of the Final Closing Net Working Capital. Buyer shall allow the Shareholders to review and comment upon any Tax Return prepared pursuant to this Section 5.2(b) at any time during the forty-five (45) day period ending on and including immediately preceding the Closing Date within fifteen (15) days after filing the applicable of such Tax Return and providing proof of payment shall accept any reasonable comments made by the Purchaser or Shareholders. Buyer and Shareholders agree to cause the Company or to prepare any Subsidiary Tax Returns for any Straddle Period consistently with past practices (except as otherwise required by Law) and to file all Tax Returns covered by this Section 5.2(b) on the basis that the relevant taxable period ended as of such Taxesthe close of business on the Closing Date, unless the relevant Governmental Entity will not accept a Tax Return filed on that basis. For purposes of this AgreementSection 5.2(b), 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 Taxes that relates to the portion of such Tax period ending on the Closing Date shall (yA) 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 Taxes for the entire Tax period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date Date, and the denominator of which is the number of days in the entire Tax period, and (zB) in the case of any Tax Taxes based upon or related to income or receipts, be deemed equal to the amount which is that would be payable if the relevant Tax period ended on the Closing Date; provided, furtherusing the “closing of the books” method of accounting, 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 and in a manner consistent with prior practice of the CompanyRecent Balance Sheet. The Purchaser Any credits relating to a Tax period that begins before and ends after the Closing Date shall provide be taken into account as though the Shareholder with copies of any relevant Tax Returns to be filed by period ended on 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 ReturnsClosing Date.

Tax Returns for Straddle Periods. The Purchaser shall prepare or cause to be prepared and file or cause to be filed To the extent that any Tax Returns of the Company and each Subsidiary for relate to any Tax periods which begin before on or prior to the Closing Date and end after the Closing Date (each, a “Straddle Period”), the Company, at its cost and expense, will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of the Company and file or cause to be filed any such Tax Returns. The Purchaser shall be reimbursed Company will permit the Seller Representative to review and comment on each such Tax Return described in the preceding sentence at least thirty (30) days prior to filing such Tax Returns and will make such revisions to such Tax Returns as are reasonably requested 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 Seller Representative, if received at least five (155) days after filing the applicable Tax Return and providing proof of payment by the Purchaser or the Company or any Subsidiary of such Taxesprior to filing. For purposes of this AgreementSection 5.9(b), 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 DateStraddle Period, the portion of such Tax that relates to the portion of such Tax Taxable period ending on the Closing Date shall (yi) 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 (zii) in the case of any Tax based upon or related to income or receipts, be deemed equal determined and apportioned using an interim closing of the books as of the close of business on the Closing Date; provided, however, that all exemptions, allowances, or deductions for the entire Tax period which are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the two short periods in proportion to the amount which is payable if number of days in each period. Any credits relating to a Straddle Period shall be taken into account as though 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.