Common use of Tax Returns for Straddle Periods Clause in Contracts

Tax Returns for Straddle Periods. Purchaser shall prepare and timely file all Tax Returns required to be 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 pay all Liabilities for Taxes shown on such Tax Returns. Seller shall duly and timely pay to Purchaser an amount equal to the portion of the Liabilities for Taxes 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 any taxable period that otherwise would not end on the Closing Date or as 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 filing of Tax Returns for a Straddle Period shall be consistent with the historic practices and procedures of such Company or Subsidiary and shall be subject to Seller’s review and approval before filing. Purchaser shall make drafts of all Tax Returns for Straddle Periods available for Seller’s review and approval no later than twenty (20) Business Days prior to the due date for filing such Tax Returns.

Tax Returns for Straddle Periods. Purchaser shall Buyer will prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns required to be filed by each Company and Subsidiary of a Company under the Laws of any jurisdiction Acquired Companies for any period that includes periods beginning on or before the Closing Date and that does not end on 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 as the Seller for any Pre-Closing Straddle Period or Pre-Closing Tax Period, on a result basis consistent with past Tax Returns of the Closing Acquired Companies, including the utilization of the same accounting methods and elections used for the preparation of such Tax Returns in prior periods, except to the extent required by relevant Tax law. Buyer will allow Seller a period of at least 30 days before the filing of such Tax 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 due date for the payment of Taxes with respect to a “Straddle Period”, Seller will pay Buyer or the Acquired Companies the 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, and such Company or Subsidiary shall duly and will cause the Acquired Companies to, timely pay remit to the relevant taxing authority all Liabilities for unpaid Taxes shown on such Tax Returns. Seller shall duly and timely pay to Purchaser an amount equal Any dispute relating to the portion treatment of the Liabilities for Taxes attributable to the portion of the Straddle Period ending any item 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 Tax Returns will 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 resolved pursuant to a Tax Proceeding, no later than three (3) Business Days before Purchaser is required to pay such TaxSection 10.9(g), 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 any taxable period that otherwise would not end on the Closing Date or as 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 filing of Tax Returns for a Straddle Period shall be consistent with the historic practices and procedures of such Company or Subsidiary and shall be subject to Seller’s review and approval before filing. Purchaser shall make drafts of all Tax Returns for Straddle Periods available for Seller’s review and approval no later than twenty (20) Business Days prior to the due date for filing such Tax Returns.

Tax Returns for Straddle Periods. Purchaser Buyer shall prepare or cause to be prepared and duly and timely file all Tax Returns required or cause to be filed by any Tax Returns of each Company and Subsidiary of the Acquired Companies for any Straddle Period. With respect to each Acquired Company, Seller shall pay to Buyer within seven (7) days of a Company under request from Buyer, that amount equal to the Laws portion of any jurisdiction for any 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 and that does not end on with respect to any Tax as ending at the Closing Date or as a result of the Closing (a “Straddle Period”), and such Company or Subsidiary shall duly and timely pay all Liabilities for Taxes shown on such Tax Returns. Seller shall duly and timely pay to Purchaser an amount equal to the portion of the Liabilities for Taxes 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 any taxable period that otherwise would not end on the Closing Date or as close of the Closing Date to and shall take such steps as may be treated as a separate taxable year or period under applicable Tax law necessary therefor. For purposes of this Agreement, any non-U.S. jurisdiction, rather than as a Straddle Period. Purchaser’s preparation and filing Taxes of Tax Returns an Acquired 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. Buyer shall permit 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 Seller; 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 historic practices and procedures of such Company or Subsidiary and extent permitted by applicable Law, no position shall be subject to taken in any such Tax Return which is inconsistent with the past practice of the Acquired Companies without Seller’s review and approval before filing. Purchaser shall make drafts of all Tax Returns for Straddle Periods available for Seller’s review and approval no later than twenty (20) Business Days prior to the due date for filing such Tax Returnswritten consent.

Tax Returns for Straddle Periods. Purchaser 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 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 sustained upon audit. Buyer shall duly and timely pay all Liabilities for Taxes shown on such Tax Returns. Seller shall duly and timely pay to Purchaser an amount equal provide to the portion Securityholders' Representatives drafts of the Liabilities for Taxes attributable to the portion of the all such 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 Tax Returns for review and comment at least 30 days prior to the due date for the filing the applicable Tax Return for of each such Straddle Period (orTax Return, if including extensions, or such Liability shorter period as is determined pursuant necessary to a allow for the timely filing of such Straddle Period Tax Proceeding, no Return. Not later than three (3) Business Days before Purchaser is required to pay 15 days after Buyer has provided 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 any taxable period that otherwise would not end on the Closing Date or as 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 filing of Tax Returns for a Straddle Period Tax Return, the Securityholders' Representatives shall be consistent with provide to Buyer any Dispute Notice. Buyer and the historic practices Securityholders' Representatives agree to consult and procedures of resolve in good faith any such Company or Subsidiary and shall be subject to Seller’s review and approval before filingobjection. Purchaser shall make drafts of all Tax Returns for Straddle Periods available for Seller’s review and approval no later than twenty (20) Business Days prior to 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 Section 5.9(a), 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 as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of such Acquired Companies in filing their Tax Returns.

Tax Returns for Straddle Periods. Purchaser Buyer shall prepare or cause to be prepared and duly and timely file all Tax Returns required or cause to be filed by each Company and Subsidiary 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 Company under request from Buyer, that amount equal to the Laws portion of any jurisdiction for any 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 and that does not end on with respect to any Tax as ending at the Closing Date or as a result of the Closing (a “Straddle Period”), and such Company or Subsidiary shall duly and timely pay all Liabilities for Taxes shown on such Tax Returns. Seller shall duly and timely pay to Purchaser an amount equal to the portion of the Liabilities for Taxes 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 any taxable period that otherwise would not end on the Closing Date or as close of the Closing Date to and shall take such steps as may be treated as a separate taxable year or period under applicable Tax law necessary therefor. For purposes of this Agreement, any non-U.S. jurisdiction, rather than as a Straddle Period. Purchaser’s preparation and filing Taxes of Tax Returns 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 historic practices and procedures of such Company or Subsidiary and extent required by applicable Law, no position shall be subject to Seller’s review and approval before filing. Purchaser shall make drafts of all Tax Returns for Straddle Periods available for Seller’s review and approval no later than twenty (20) Business Days prior to the due date for filing taken in any such Tax ReturnsReturn which is inconsistent with the past practice of the Acquired Companies without Sellers’ written consent.

Tax Returns for Straddle Periods. Purchaser Buyer shall prepare or cause to be prepared and duly and timely file all Tax Returns required or cause to be filed by each Company and Subsidiary 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 Company under request from Buyer, that amount equal to the Laws portion of any jurisdiction for any 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 and that does not end on with respect to any Tax as ending at the Closing Date or as a result of the Closing (a “Straddle Period”), and such Company or Subsidiary shall duly and timely pay all Liabilities for Taxes shown on such Tax Returns. Seller shall duly and timely pay to Purchaser an amount equal to the portion of the Liabilities for Taxes 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 any taxable period that otherwise would not end on the Closing Date or as close of the Closing Date to and shall take such steps as may be treated as a separate taxable year or period under applicable Tax law necessary therefor. For purposes of this Agreement, any non-U.S. jurisdiction, rather than as a Straddle Period. Purchaser’s preparation and filing Taxes of Tax Returns 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 historic practices and procedures of such Company or Subsidiary and extent required by applicable Law, no position shall be subject to Seller’s review and approval before filing. Purchaser shall make drafts of all Tax Returns for Straddle Periods available for Seller’s review and approval no later than twenty (20) Business Days prior to the due date for filing taken in any such Tax ReturnsReturn which is inconsistent with the past practice of Target without Sellers’ written consent.