Post-Closing Tax Matters. As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.
Post-Closing Tax Matters. (a) Acquisition General Partner will, from and after the Effective Time, be the successor Tax Matters Partner of the Company (the “TMP”), within the meaning of Section 6231 of the Code, with respect to all Taxable years of the Company and as of the closing assumes the duties of the Managing General Partner, as the current TMP, to the Unitholders. As TMP and subject to the provisions and requirements of the Code, Acquisition General Partner will represent the Company and control the handling of any Tax audit, investigation or assessment against the Company, regardless of the Taxable year to which such audit, investigation or assessment relates. In exercising its duties as TMP, Acquisition General Partner will have the right to employ counsel of its choice at its expense and to control the conduct of such audit, investigation, assessment or proceeding, including settlement or other disposition thereof and to settle the contest of any Tax or agree to an adjustment to any Tax or partnership item. Notwithstanding the preceding sentence, Acquisition General Partner will neither consent nor agree to the settlement of any dispute regarding Taxes for any Taxable period (or portion thereof) ending on or prior to the Merger Date if such settlement would reasonably be expected to have a material adverse impact on the Unitholders without the prior written consent of the Managing General Partner (or any successor person or entity), which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Managing General Partner will prepare and file all income and franchise Tax Returns of the Company due after the Merger Date (taking into account applicable extensions of time for filing) with respect to any Taxable period (or portion thereof) ending on or prior to the Merger Date. In connection with the foregoing, the Managing General Partner will submit drafts of all income and franchise Tax Returns to the Acquisition General Partner no later than twenty days prior to the filing date and will not file such Tax Returns without the prior written consent of the Acquisition General Partner (or any successor person or entity), which consent will not be unreasonably withheld or delayed.
(b) The parties acknowledge that pursuant to the Company’s currently effective election under Section 754 of the Code, the tax basis of the Company’s assets will be adjusted pursuant to Sections 743 and 755 of the Code upon the Merger. Acquisition General Partner and the...
Post-Closing Tax Matters. Buyer acknowledges and agrees that the Shareholder Representative shall have the exclusive power and authority (i) at the expense of the Company, to cause the income tax returns for the last separate taxable year of the Company ending as a result of the consummation of the transactions contemplated by this Agreement and the immediate liquidation of the Surviving Corporation through merger to be prepared and filed in accordance with historic practices and procedures of the Company and applicable law (provided, however, the Shareholder Representative shall follow the instructions of Buyer with respect to determining and reporting the treatment and effects of such liquidation through merger, which shall be solely the responsibility of the Buyer), (ii) to control the conduct of the Surviving Corporation in respect of any tax audit or examination and any administrative appeal or litigation relating thereto, to the extent it relates to any Taxes required to be paid by the Company for periods ending on or before the Closing Date if such Taxes are payable (the costs of any such audit or examination shall be borne by the Surviving Corporation until the issuance of a notice of deficiency, whereas the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by the Company Shareholders), (iii) subject to the provisions of this Section to determine whether and to what extent to amend any Tax return filed before the Closing Date or which is described in the immediately preceding clause (i), and (iv) whether and to what extent the Surviving Corporation shall extend or waive any statute of limitations for the assessment of any Tax required to be paid by the Company for periods ending on or before the Closing Date if such Tax is payable. Buyer shall have the right to participate in any such amendment, extension of limitation, tax audit, examination, appeal or litigation (collectively, a "tax proceeding") at Buyer's sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Representative any such tax proceeding if (i) the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Surviving Corporation or its Subsidiaries that exceeds the amount of Damages for which the Company Shareholders are liable pursuant to Article IX or (ii) the proposed tax proceeding would reasonably result in a material tax -34- 41 or expense to any Contr...
Post-Closing Tax Matters. (a) Sellers shall file or cause to be filed when due all Tax Returns due to be filed on or prior to the Closing Date and all U.S. federal, state and local income and franchise Tax Returns with respect to the Company or its Subsidiaries with respect to the taxable periods ending on or before the Closing Date.
(b) Purchaser shall file or cause to file when due all other Tax Returns with respect to the Company or its Subsidiaries due to be filed after the Closing Date.
(c) After the Closing Date, each of Sellers and Purchaser shall:
(i) assist (and cause their respective affiliates to assist) the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with this Agreement;
(ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns and payments in respect thereof;
(iii) make available to the other and to any taxing authority as reasonably requested all relevant information, records, and documents relating to Taxes;
(iv) provide timely notice to the other in writing of any pending or proposed audits or assessments with respect to Taxes for which the other may have a liability under this Agreement;
(v) furnish the other with copies of all relevant correspondence received from any taxing authority in connection with any audit or information request with respect to any Taxes referred to in subsection (iv) above; and
(vi) bear the other party's reasonable out-of-pocket expenses in complying with a request by a party for the other party's assistance or cooperation to the extent that those expenses are attributable to fees and other costs of unaffiliated third- party service providers.
(d) Sellers agree to pay all Taxes relating to the Kept Assets, including, without limitation, all income Taxes and Transfer Taxes resulting from their transfer and the spin off of any Newco Sub to Sellers.
Post-Closing Tax Matters. (a) Subject to Section 5.12(d), Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies and their Subsidiaries for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Sellers shall bear the cost of preparing such Tax Returns. Purchaser Representative shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchaser Representative shall make all changes reasonably requested by Seller Representative in good faith (unless Purchaser Representative is advised in writing by its independent outside accountants or attorneys that such changes (A) are contrary to applicable Law, or (B) will, or are likely to, have a material adverse effect on Purchasers, the Companies, their Subsidiaries or any of their Affiliates). In the event that Purchaser Representative and Seller Representative are unable to agree on the reporting of any item on such Tax Returns, Purchaser Representative and Seller Representative shall mutually choose an independent public accounting firm to resolve such dispute, and the decision of such firm shall be final.
(b) Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Companies and their Subsidiaries for Straddle Periods. Any Taxes for such Tax period shall be apportioned between Sellers, on one hand, and Purchasers, on the other, in the manner set forth in Section 8.1 hereof. Purchasers shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchasers shall consider all such comments in good faith.
(c) Purchasers and Sellers shall cooperate, and shall cause their Representative to cooperate, with each other in connection with the filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making their respective employees, outside consultants, and advisors (including but not limited to freight forwarders and advisors with respect to customs duties) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Purchaser...
Post-Closing Tax Matters. The following provisions shall govern the allocation of responsibility as between the Purchaser and the Sellers for certain tax matters following the Closing Date:
Post-Closing Tax Matters. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns with respect to the Business for all periods up through the Effective Time and shall make timely payment of any Taxes owed with respect thereto to the applicable Taxing Authorities.
Post-Closing Tax Matters. (a) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Pre-35 Funeral Homes for all Tax periods ending on or prior to the Effective Time (“Pre-Closing Tax Periods”) which are required to be filed after the Closing Date other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of any Seller will include the operations of the Pre-35 Funeral Home. Seller shall pay to (or as directed by) Buyer any Taxes of the Pre-35 Funeral Homes for all Pre-Closing Tax Periods to the extent such Taxes have not already been paid by the Pre-35 Funeral Homes prior to the Closing Date, and such payments shall be made in each applicable case within five days after the date when Buyer notifies Seller of an amount of such Taxes that is payable to the relevant Taxing Authority. Subject to the foregoing, and for the avoidance of doubt, Seller shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns with respect to the Business for all periods up through the Effective Time and shall make timely payment of any Taxes owed with respect thereto to the applicable Taxing Authorities.
(b) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Pre-35 Funeral Home for Tax periods which begin before the Effective Time and end after the Effective Time (“Straddle Tax Periods”). Seller shall pay to Buyer an amount equal to the portion of such Taxes which relates to the portion of such Straddle Tax Period ending on the Effective Time. Any such payment for Taxes for any Straddle Tax Period shall be made by Seller to Buyer within five days after the date when Buyer notifies Seller of an amount of such Taxes that is payable to the relevant Taxing Authority. For purposes of this Section 5.28(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Tax Period, the portion of such Tax which relates to the portion of such Tax period ending on the Effective Time shall (i) in the case of any Tax 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 the Effective Time and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts be d...
Post-Closing Tax Matters. As a result of the Closing, the Transferor Company shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Members shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Company with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Members shall prepare and timely file the terminating tax returns for the Transferor Company resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Members shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Members in obtaining such data and information regarding the Transferor Company to permit the Transferor Members to prepare such returns or to respond to any audits or assessments for the periods covered by such returns. SECTION 11 ---------- BRI PARTNERSHIP'S CLOSING OBLIGATIONS ------------------------------------- AND POST-CLOSING AGREEMENTS ---------------------------
Post-Closing Tax Matters. After the Closing, upon reasonable prior notice, Buyer, on the one hand, and Sellers, on the other hand, agree to furnish or cause to be furnished to each other and their representatives, employees, counsel and accountants such information relating to the Purchased Assets as is reasonably necessary for financial reporting and accounting matters relating to the Purchased Assets, the preparation and filing of any tax returns, reports or forms relating to the Purchased Assets and the defense of any tax or other claim or assessment relating to the Purchased Assets; provided, however, that such assistance does not unreasonably disrupt the normal operations of Buyer, in the case of assistance given to the Sellers, or any Seller, in the case of assistance given to Buyer.
