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 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.

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.