Tax Returns; Refunds. (i) AMID shall cause to be prepared and filed in a manner consistent with past practices (unless otherwise required by applicable Law) all Tax Returns of SXH Holdings and its Subsidiaries for all Tax periods ending on or before the Closing Date that are due after the Closing Date and shall pay or cause to be paid all Taxes reflected on and due with respect to such Tax Returns.
Tax Returns; Refunds. (a) Seller shall provide Buyer with drafts of pro forma Tax Returns relating solely to the Acquired Companies (each, a “Pro Forma Tax Return”) that relate to any Pre-Closing Tax Period ending on or before the Closing Date for review and comment at least fifteen (15) days prior to the due date for the filing of each Tax Return of Seller to which each such Pro Forma Tax Return relates, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than fifteen (15) days after Seller has provided such Pro Forma Tax Return, or such shorter period as is necessary to allow for the timely filing of the Tax Return of Seller to which the Pro Forma Tax Return relates, Buyer shall notify Seller of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Pro Forma Tax Return. Buyer (on behalf of itself, and following the Closing, the Acquired Companies) and Seller agree to consult and resolve in good faith any such objection. Except as otherwise required by Law, all Pro Forma Tax Returns of the Acquired Companies that relate to any Pre-Closing Tax Period ending on or before the Closing Date shall be prepared consistent with past practices.
Tax Returns; Refunds. (a) The Sellers shall have responsibility for, and shall pay or cause to be paid when due, any and all Taxes relating to the Company for or relating to any Tax period (or portion thereof, including Straddle Periods) ending on or before the Closing Date and the Sellers shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed with respect to the Company with respect to any taxable period ending on or prior to the Closing Date (such Tax Returns, “Pre-Closing Tax Returns”). Such Pre-Closing Tax Returns shall include the Company’s Form 1065 for the short tax year beginning on January 1, 2023 and ending on the Closing Date. All Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and the Sellers shall provide the Purchaser, at least twenty (20) calendar days prior to the applicable deadline for filing any such Tax Return, a copy of such Tax Return for the Purchaser’s review and comment, along with any related tax notices and audits for such Pre-Closing Tax Period. The Sellers shall make all changes reasonably requested by Purchaser to such Tax Returns; provided that such changes do not materially increase Seller’s tax liability, unless strictly required to comply with applicable Law. The Sellers shall forward to the Purchaser any tax notices or audits received in connection with the Straddle Period promptly following receipt thereof. The Purchaser shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed after the Closing Date with respect to the Company other than any Pre-Closing Tax Return required to be filed (or caused to be filed) by the Sellers pursuant to this Section 6.1(a). All such Tax Returns prepared by the Purchaser with respect to the Straddle Period shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and the Purchaser shall provide the Sellers, at least twenty (20) calendar days prior to the applicable deadline for filing any such Tax Return with respect to the Straddle Period, a copy of the Tax Return for the Sellers’ review and comment. The Purchaser shall make all changes reasonably requested by the Sellers to such Tax Returns.
Tax Returns; Refunds. (a) The parties acknowledge that, by reason of the Section 338(h)(10) Election, the Company’s tax year will end on the Closing Date for U.S. (and, as applicable, state and local) income Tax purposes. Seller shall prepare, and cause to be filed, the Company’s income Tax Returns for the short taxable year which ends on the Closing Date. Seller shall prepare such income Tax Returns in accordance with past custom and practice, consistent with the Asset Allocation and, in any event, in accordance with Law; provided that Seller shall provide Buyer with drafts of all such Tax Returns of the Company for review and comment at least fifteen (15) days prior to the due date for the filing of each such Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return.
Tax Returns; Refunds. (a) Seller shall provide Buyer with drafts of pro forma Tax Returns relating solely to the Company (each, a “Pro Forma Tax Return”) that relate to any Pre-Closing Tax Period ending on or before the Closing Date for review and comment at least thirty (30) days prior to the due date for the filing of each Tax Return of Seller to which each such Pro Forma Tax Return relates, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than fifteen (15) days after Seller has provided such Pro Forma Tax Return, or such shorter period as is necessary to allow for the timely filing of the Tax Return of Seller to which the Pro Forma Tax Return relates, Buyer shall notify Seller of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Pro Forma Tax Return. Buyer (on behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. To the extent that Buyer and Seller are unable to resolve any such objection, the parties shall refer such objection to the Independent Accountants for resolution in accordance with the procedures set forth in Section 2.4(c). Except as otherwise required by Law, all Pro Forma Tax Returns of the Company that relate to any Pre-Closing Tax Period ending on or before the Closing Date shall be prepared consistent with past practices.
Tax Returns; Refunds. (a) The Purchaser shall timely prepare and file, or cause to be timely prepared and filed with the appropriate Tax Authorities, all Tax Returns of the Target Companies or the Blocker Companies that are due after the Closing Date (taking into account any applicable extensions), including, without limitation, the 2015 federal and state income tax returns of Xxxxx Blocker and delivery of the notice to the IRS with respect to the statement provided by Xxxxx Blocker under Section 1.7(a)(ii). All Tax Returns relating to (i) Pre-Closing Tax Periods or (ii) Straddle Periods that are prepared by the Purchaser pursuant to this Section 7.1(a), shall be prepared in a manner that is consistent with the Target Companies’ and the Blocker Companies’ past practice but subject to applicable Law. The Tax Returns described in the preceding sentence shall be submitted to the Sellers’ Representative no later than 30 days prior to the due date for filing such Tax Return(s) (taking into account any applicable extensions) and the Sellers’ Representative shall keep the applicable Seller reasonably informed as to the status of such Tax Returns. The Sellers’ Representative shall respond in writing to the Purchaser with any comments within 15 days of receiving the draft Tax Return(s). The Purchaser shall accept and incorporate any changes to such Tax Returns proposed by the Sellers’ Representative that are reasonable and consistent with the Target Companies’ and the Blocker Companies’ past practices. The Purchaser shall provide copies of such Tax Returns to the Sellers’ Representative promptly after filing. The Sellers’ Representative, the Target Companies, the Blocker Companies and the Purchaser shall cooperate (and the Purchaser shall cause the Target Companies and the Blocker Companies to cooperate) with each other in the conduct of any audit or other Proceeding relating to Taxes involving any Target Company or any Blocker Company.
Tax Returns; Refunds. (a) Purchaser shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed after the Closing Date with respect to any member of the Company Group. All Tax Returns prepared by Purchaser with respect to the Pre-2015 Tax Period or the Straddle Period shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and Purchaser shall provide Stockholders’ Representative, at least 45 calendar days prior to the applicable deadline for filing any such Tax Return, a copy of the Tax Return for Stockholders’ Representative’s review and comment. Purchaser shall take all reasonable comments provided by Stockholders’ Representative to such Tax Returns. Purchaser shall pay or cause the applicable member of the Company Group to pay any Taxes due with respect to any Tax Return required to be prepared or filed by it under this Section 5.1(a) hereof; provided, that, (i) Purchaser shall notify Stockholders’ Representative in writing of the amount of any Taxes due in connection with the filing of such Tax Return that are the responsibility of the Stockholders under this Agreement at least five Business Days prior to the due date of such Tax Return and (ii) at least three Business Days prior to the due date of such Tax Return, the Stockholders shall pay to Purchaser (or the applicable member of the Company Group) the amount specified in such notice.
Tax Returns; Refunds. 10.2.1 If required to be signed by Buyer or any of its Affiliates, Seller shall provide Buyer with drafts of all consolidated, combined or unitary Tax Returns relating to, or that include, the Company for any Pre-Closing Tax Period any component of which may be based in whole, or in part, on net income or a taxable base in the nature of net income (each, a “Pro Forma Tax Return”) for review and comment at least thirty (30) days prior to the due date for the filing of each Pro Forma Tax Return, including extensions, or such shorter period as is necessary to allow for the timely filing of such Tax Return. Not later than ten (10) days after Seller has provided such Pro Forma Tax Return, or such shorter period as is necessary to allow for the timely filing of the Tax Return of Seller to which the Pro Forma Tax Return relates, Buyer shall notify Seller in writing of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Pro Forma Tax Return. Buyer (on behalf of itself, and following the Closing, the Company) and Seller agree to consult and resolve in good faith any such objection. Except as otherwise required by Law, all Pro Forma Tax Returns of the Company that relate to any Pre-Closing Tax Period ending on or before the Closing Date shall be prepared consistent with past practices.
Tax Returns; Refunds. (a) Seller shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all required consolidated, combined, aggregate or unitary income Tax Returns of the Company or any CHUHC Subsidiary, as applicable, with respect to any taxable period (or portion thereof) ending prior to the Effective Time, and shall pay or cause to be paid all Taxes shown as due on such Tax Returns. The Company shall timely prepare and file or cause to be timely prepared and filed with the appropriate Tax Authorities all Tax Returns required to be filed with respect to the Company and the CHUHC Subsidiaries, as applicable, (i) for all taxable periods ending after the Effective Time and (ii) any Straddle Period. All Tax Returns prepared by the Company with respect to the Straddle Period shall be prepared on a basis consistent with past practice and prior Tax reporting positions (except as otherwise required by applicable Law), and the Company shall provide Seller, at least 45 calendar days prior to the applicable deadline for filing any such Tax Return, a copy of the Tax Return for Seller’s review and comment. The Company shall consider all reasonable comments provided by Seller to such Tax Returns.
Tax Returns; Refunds. (i) Buyer shall cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all Tax Returns required to be filed by the Target or its Subsidiaries for (A) all Tax periods ending on or before the Closing Date that are due on or after the Closing Date and (B) all Straddle Periods.
