Filing of Returns and Payment of Taxes. (a) Seller shall prepare, or cause to be prepared, all Tax returns, Tax reports and Tax forms of or relating to the Acquired Assets (collectively, “Tax Returns”) for all Pre-Closing Tax Periods (other than a Straddle Period) and shall pay, or cause to be paid, when due all Taxes with respect to such Tax Returns. Subject to Section 8.2(b), Purchaser shall prepare, or cause to be prepared, all other Tax Returns and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns. (b) Purchaser shall prepare, or cause to be prepared, all Tax Returns for any Straddle Period and pay to the applicable authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any Tax Return to Seller at least twenty (20) Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller (such written consent not to be unreasonably withheld). Within ten (10) Business Days of written demand thereof, but in no event more than ten (10) Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for the Straddle Period calculated using the principles of Section 8.2(e). (c) The Party responsible for filing any Tax Return under applicable law shall timely file, or cause to be timely filed, with the appropriate authorities such Tax Return. (d) If, in order to properly prepare its Tax Returns or in the course of any proceeding with respect to Taxes, it is necessary that a Party be furnished with additional information, documents or records relating to the Acquired Assets, the Selling Companies and Purchaser agree to cooperate and use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense; provided that, except as expressly provided in this Section 8.2(d), no Party shall be entitled to review or examine the Tax Returns of any other Party. Notwithstanding anything in this Agreement to the contrary, a Party shall be required to furnish or make available only such documents or records, including the preparation of financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (e) For purposes of this Section 8.2, in the case of any Straddle Period: (i) Excluded Taxes that are real property, personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of 11:59 p.m. in the applicable territory set forth on Schedule 8.2 on the Closing Date.
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Filing of Returns and Payment of Taxes. All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to any Purchased Assets for a taxable period which includes (abut does not end on) the Closing Date, whether or not imposed or assessed before or after the Closing Date, shall be apportioned between Seller shall prepare, or cause to be prepared, all Tax returns, Tax reports and Tax forms Buyer based on the number of or relating to days of such taxable period through the Acquired Assets Closing Date (collectively, the “Tax Returns”) for all Pre-Closing Property Tax Periods (other than a Straddle Period”) and the number of days of such taxable period after the Closing Date (the “Post-Closing Property Tax Period”). Seller shall paybe liable under this Section 4.10 for the proportionate amount of such Taxes that is attributable to the Pre-Closing Property Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Property Tax Period. Within ninety (90) days after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 4.10 together with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Thereafter, upon receipt of any ▇▇▇▇ for such Taxes, Buyer or cause to be paidSeller, when due all Taxes with respect to as applicable, shall notify the other Party of the receipt of such Tax Returns. Subject to Section 8.2(b), Purchaser shall prepare, or cause to be prepared, all other Tax Returns ▇▇▇▇ and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns.
(b) Purchaser shall prepare, or cause to be prepared, all Tax Returns for any Straddle Period and pay present a statement to the applicable authority all Taxes due other Party setting forth the amount of reimbursement to which it shall be entitled under this Section 4.10 upon payment of such ▇▇▇▇, together with respect such supporting evidence as is reasonably necessary to such Tax Returns; provided that (i) Purchaser shall deliver any Tax Return to Seller at least twenty (20) Business Days before such Tax Returns are due, (ii) Seller shall have calculate the right to review and comment upon amount of reimbursement. Payment of any such Tax Returns prior reimbursement amount shall be made by the Party owing it to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller (such written consent not Party to be unreasonably withheld). Within which it is owed within ten (10) Business Days days after delivery of written demand thereofsuch statement. In the event that Seller or Buyer shall make any payment for which it is entitled to reimbursement under this Section 4.10, the other Party shall make such reimbursement promptly, but in no event more later than ten (10) Business Days prior to days after the due date thereof, Seller shall pay to Purchaser presentation of a statement setting forth the amount of Excluded Taxes for reimbursement to which the Straddle Period calculated using the principles of Section 8.2(e).
(c) The presenting Party responsible for filing any Tax Return under applicable law shall timely fileis entitled, or cause along with such supporting evidence as is reasonably necessary to be timely filed, with the appropriate authorities such Tax Return.
(d) If, in order to properly prepare its Tax Returns or in the course of any proceeding with respect to Taxes, it is necessary that a Party be furnished with additional information, documents or records relating to the Acquired Assets, the Selling Companies and Purchaser agree to cooperate and use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense; provided that, except as expressly provided in this Section 8.2(d), no Party shall be entitled to review or examine the Tax Returns of any other Party. Notwithstanding anything in this Agreement to the contrary, a Party shall be required to furnish or make available only such documents or records, including the preparation of financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request.
(e) For purposes of this Section 8.2, in the case of any Straddle Period: (i) Excluded Taxes that are real property, personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to calculate the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of 11:59 p.m. in the applicable territory set forth on Schedule 8.2 on the Closing Datereimbursement.
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Filing of Returns and Payment of Taxes. (a) Seller shall prepare, or cause to be prepared, all Tax returns, Tax reports and Tax forms of or relating to the Acquired Assets (collectively, “Tax Returns”) for all Pre-Closing Tax Periods (other than a Straddle Period) and shall pay, or cause to be paid, when due all Taxes with respect to such Tax Returns. Subject to Section 8.2(b), Purchaser shall prepare, or cause to be prepared, all other Tax Returns and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns.
(b) Purchaser shall prepare, or cause to be prepared, all Tax Returns for any Straddle Period and pay to the applicable authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser Following the Closing, the Sellers’ Representative shall deliver any Tax Return to Seller at least twenty (20) Business Days before such Tax Returns are due, (ii) Seller shall have the right to review on a timely basis prepare and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller (such written consent not to be unreasonably withheld). Within ten (10) Business Days of written demand thereof, but in no event more than ten (10) Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for the Straddle Period calculated using the principles of Section 8.2(e).
(c) The Party responsible for filing any Tax Return under applicable law shall timely file, or cause to be timely prepared and filed, with all Income Tax Returns of the appropriate authorities Company Group Members for Tax periods ending on or prior to the Closing Date (including, for the avoidance of doubt, the final IRS Form 1120-S for each of LGH and LRDH for the period ending as of the Closing Date, and the final IRS Form 1065 for each of LDLH and KYLH for the period ending as of the Closing Date) (the “Seller Prepared Returns”). Sellers’ Representative will provide drafts of any such Income Tax ReturnReturns to Buyer at least thirty (30) days prior to the due date for the filing thereof (taking into account any applicable extensions) and will consider in good faith any reasonable written comments of Buyer provided at least fifteen (15) days prior to such due date. For the avoidance of doubt, the Parties agree and intend that any deductions or credits arising out of Change of Control Payments, Transaction Expenses, or any other payment borne by the Sellers through an adjustment to the Merger Consideration or otherwise, shall be included on the Seller Prepared Returns, except to the extent otherwise required by applicable Law.
(dii) IfBuyer will on a timely basis prepare and file, in order or cause to properly prepare its be prepared and filed: (A) all Tax Returns of the Company Group Members required to be filed after the Closing Date for Tax periods ending on or in the course of any proceeding with respect to Taxes, it is necessary that a Party be furnished with additional information, documents or records relating prior to the Acquired AssetsClosing Date (other than Seller Prepared Returns); and (B) all Straddle Tax Returns required to be filed by the Company Group Members (collectively, the Selling Companies and Purchaser agree to cooperate and use commercially reasonable efforts to furnish or make available “Buyer Prepared Returns”). All such non-privileged information at Tax Returns shall be prepared in accordance with the recipient’s request, cost and expense; provided thatpast practices of the Company Group Members, except as expressly provided otherwise required by Law. Buyer will cause the Company Group Members to timely pay the Taxes shown to be due on the Buyer Prepared Returns; provided, however, that Sellers, on a Joint and Several Basis, will, within five (5) Business Days after receipt of written notice thereof by Sellers’ Representative, reimburse Buyer for the portion of such Taxes for which Sellers are responsible pursuant to Section 6.1(d)(iv). The Sellers’ Representative will furnish to Buyer on a timely basis all information and records reasonably requested by Buyer for use in this Section 8.2(d), no Party shall be entitled to review or examine the Tax Returns preparation of any other Party. Notwithstanding anything in this Agreement Buyer Prepared Returns, to the contrary, a Party shall be required to furnish or make available only extent such documents or recordsinformation and records are not in the possession of the Company Group Members, including the preparation of financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist access to Tax records at the time Sellers’ accounting firm. Buyer will allow Sellers’ Representative, to review, comment upon and reasonably approve without undue delay any Buyer Prepared Return and the allocation of the request.
(e) For purposes of this Section 8.2, in the case of any Straddle Period: (i) Excluded Taxes that are real property, personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall Taxes shown to be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in due between the Pre-Closing Tax Period and Post-Closing Tax Periods during the denominator 30-day period immediately preceding the filing of which is the number of days in the Straddle Period; and such Buyer Prepared Return.
(iiiii) Excluded Taxes (other than Property Taxes) Sellers' Representative shall cause LBD to make a Section 754 election with its U.S. federal Income Tax Return for the 2020 Tax year.
(iv) All Taxes payable by the Company Group Members with respect to Pre-Closing Tax Periods (including, for the avoidance of doubt, the portion of any Taxes payable with respect to a Straddle Period shall be computed as if the that relate to a Pre-Closing Tax Period ended (as determined in accordance with Section 6.1(e)), shall be borne by Sellers, except to the extent such Taxes (A) arise out of 11:59 p.m. in the applicable territory set forth on Schedule 8.2 or result from any action taken by Buyer on the Closing DateDate after the Effective Time or (B) were included in the calculation of the Merger Consideration. Except as otherwise set forth in Section 6.1(c), all other Taxes payable by the Company Group Members shall be borne by Buyer, including, for the avoidance of doubt, all Taxes payable by the Company Group Members with respect to Post-Closing Tax Periods and any Taxes described in clauses (A) and (B) of the foregoing sentence.
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Filing of Returns and Payment of Taxes. (a) Seller shall prepareprepare and file, or cause to be preparedprepared and filed, with the appropriate authorities all Tax returns, Tax reports and Tax forms of or relating to the Acquired Assets (collectively, herein “Tax Returns”) for all Pre-Closing Tax Periods (other than a Straddle Period) and shall pay, or cause to be paid, when due all Taxes with respect relating to such the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax ReturnsPeriod”). Subject to Section 8.2(b), Purchaser Buyer shall prepareprepare and file, or cause to be preparedprepared and filed, with the appropriate authorities all other Tax Returns Returns, and shall pay, or cause to be paid, when due all Taxes with respect relating to such other the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Returns.
(b) Purchaser Period. Buyer shall prepareprepare and file, or and cause to be preparedprepared and filed, with the appropriate authorities all Tax Returns for any a Straddle Period (as defined in the next paragraph), and pay to the applicable authority all Taxes due with respect to such those Tax Returnsreturns; provided that (i) Purchaser Buyer shall deliver any such Tax Return Returns to Seller at least twenty (20) Business Days thirty days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller (such written Seller, which consent shall not to be unreasonably withheld)unreasonable held or delayed. Within ten (10) Business Days days of written demand thereof, but in no event more than ten (10) Business Days days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for the Straddle Period calculated using relating to the principles of Section 8.2(e).
(c) The Party responsible for filing any Pre-Closing Tax Return under applicable law shall timely file, or cause to be timely filed, with the appropriate authorities such Tax Return.
(d) Period. If, in order to properly prepare its Tax Returns or in the course of any proceeding other tax documents required to be filed with respect to TaxesGovernmental Authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Acquired Transferred Assets, the Selling Companies both Seller and Purchaser Buyer agree to cooperate and use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense; provided thatexpense provided, except as expressly provided in this Section 8.2(d)however, that no Party shall be entitled to review or examine the Tax Returns of any other Party. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, a Party shall only be required to furnish or make available only such documents or records, including the preparation of financial statements or other financial data, records that are maintained in the ordinary course of that Party’s business and exist at the time of the request.
(e) . For purposes of this Section 8.23.2, in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period: (i) Excluded Taxes that are real property”), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of 11:59 p.m. in the applicable territory set forth on Schedule 8.2 close of business on the Closing DateDate and the amount of Taxes for taxable periods that are not part of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.
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Filing of Returns and Payment of Taxes. (a) Seller shall prepareThe Sellers shall, or cause to be preparedat their own expense, timely prepare and file with the appropriate Tax Authorities all Tax returnsReturns of the Company (but not its Subsidiaries) that relate to any Pre-Closing Period of the Company, Tax reports and Tax forms of or relating to the Acquired Assets (collectively, “Tax Returns”) for Sellers shall timely pay all Pre-Closing Tax Periods (other than a Straddle Period) and shall pay, or cause to be paid, when due all Taxes with respect to such Tax Returns. Subject to Section 8.2(b), Purchaser shall prepare, or cause to be prepared, all other Tax Returns and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns.
(b) Purchaser shall prepare, or cause to be prepared, all Tax Returns for any Straddle Period and pay to the applicable authority all Taxes due with respect to such Tax Returns; provided that , except in each case (i) Purchaser to the extent that any Pre-Closing Taxes were (or will be) treated as a liability in the determination of the Final Adjusted Working Capital and (ii) for any Buyer Taxes. The Buyer shall deliver at its own expense, timely prepare and file with the appropriate Tax Authorities all Tax Returns of the Company, each other Subsidiary of the Buyer and each Affiliated Group not required to be prepared and filed by the Sellers. The Buyer shall timely pay all Taxes due with respect to the Tax Returns not filed by the Sellers. For any Tax Return to Seller at least twenty not filed by the Sellers in respect of any Pre-Closing Period or any Straddle Period, (20i) Business Days before the Buyer shall prepare such Tax Returns are dueon a basis consistent with the practices of the Company or its Subsidiaries prior to the Closing, as applicable, (ii) Seller the Buyer shall have the right to review and comment upon any furnish such Tax Returns prior Return to the filing thereof Sellers' Representative for its approval and consent to file (iii) such Tax Returns which approval and consent shall not be filed without the prior written consent of Seller (such written consent not to be unreasonably withheld). Within ten (10withheld or delayed) Business Days of written demand thereof, but in no event more than ten (10) Business Days at least 30 days prior to the due date thereoffor filing such Tax Returns, Seller and, if such Tax Return relates to a Straddle Period, such Tax Return shall be accompanied by a calculation of the portion of any Tax due in respect of the period covered by such Tax Return that constitutes an Interim Period Tax and (iii) the Sellers shall pay to Purchaser the Buyer (pro rata in accordance with each Seller's Percentage Interest in accordance with Section 8.7(b)), 56 the amount of Excluded Taxes for the Straddle Period calculated using the principles of Section 8.2(e).
(c) The Party responsible for filing any Tax Return under applicable law shall timely file, or cause determined to be timely fileddue by reason of the approval of such amount by the Sellers' Representative or by resolution by the Independent Auditor, as described below, in connection with the appropriate authorities filing such Tax Return.
Returns (d) If, in order to properly prepare its Tax Returns or in the course of any proceeding with respect to Taxes, it is necessary that a Party be furnished with additional information, documents or records relating to the Acquired Assets, the Selling Companies and Purchaser agree to cooperate and use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense; provided that, except as expressly provided in this Section 8.2(d), no Party shall be entitled to review or examine the Tax Returns of any other Party. Notwithstanding anything in this Agreement to the contrary, a Party shall be required to furnish or make available only such documents or records, including the preparation of financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request.
(e) For purposes of this Section 8.2, in the case of any a Tax Return relating to a Pre-Closing Period) or the amount of Interim Period Tax due in connection with filing such Tax Return (in the case of a Tax Return relating to a Straddle Period: ), other than Buyer Taxes, at least one Business Day prior to such due date except to the extent that such Tax was included as a liability in the determination of Final Adjusted Working Capital. If Sellers' Representative objects to any Tax Return or any calculation of Interim Period Taxes provided by Buyer pursuant to the preceding sentence, it shall deliver a written notice to Buyer specifying in reasonable detail the nature of any objection not less than 10 days prior to the due date of such Tax Return. If Buyer and Sellers' Representative are unable to resolve all such objections within 10 days, any remaining dispute will be submitted to the Independent Auditor for resolution. In the event that the Independent Auditor resolves all disputes presented to it entirely in the manner proposed by the Buyer or the Seller's Representative, as the case may be, the fees and expenses of the Independent Auditor and, in the event the dispute resolution process results in any Tax Return not being filed in a timely manner, any penalties and interest resulting from the late filing, shall be paid by the other party (with respect to the Sellers, pro rata in accordance with their Percentage Interests in accordance with Section 8.7(b)). In all other events, the fees and expenses of the Independent Auditor shall be shared (with respect to the Sellers, pro rata in accordance with their Percentage Interests in accordance with Section 8.7(b)) in the same proportion that the Sellers' Representative position, on the one hand, and the Buyer's position, on the other hand, initially presented to the Independent Auditor bears to the final resolution as determined by the Independent Auditor. To the extent allowable under the relevant Tax laws in each jurisdiction in which a Tax Return must be filed, the Sellers and the Buyer agree to cause the Company and each Subsidiary of the Company as of immediately prior to the Closing and without giving effect to the Brink Acquisition or the Ancillary Transactions to close its books for Tax purposes and to file any Tax Returns in a manner that does not give rise to a Straddle Period.
(b) The Sellers, the Company and the Buyer shall reasonably cooperate, and shall cause their respective Affiliates reasonably to cooperate, in preparing and filing all Tax Returns and making or consenting to all appropriate claims and elections, including maintaining and making available to each other all records necessary in connection with all Taxable Periods. The Buyer and the Sellers recognize that the Sellers will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Buyer and its Subsidiaries to the extent such records and information pertain to events occurring prior to the Closing Date. Without limiting Section 6.4, the Buyer agrees, and agrees to cause its Subsidiaries after the Closing Date, (i) Excluded Taxes that are real property, personal property, intangible property to retain and similar ad valorem Taxes (“Property Taxes”) maintain such records in accordance with its practice for the Straddle Period shall be equal to the amount maintaining Tax records in respect of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator Taxable Periods in respect of which it is the number of days during the Straddle Period that are in the Pre-Closing responsible for any Tax Period and the denominator of which is the number of days in the Straddle Period; liability arising herein, and (ii) Excluded Taxes to allow the Sellers and their agents and representatives (other than Property Taxes) for and agents or representatives of any of their Affiliates), at times and dates mutually acceptable to the Straddle Period shall parties, to inspect, review and make or arrange to make copies of such records as the Sellers reasonably deem necessary or appropriate from time to time, such activities to be computed as if conducted during normal business hours and at the Pre-Closing Tax Period ended as of 11:59 p.m. in the applicable territory set forth on Schedule 8.2 on the Closing DateSellers' expense.
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Filing of Returns and Payment of Taxes. (a) With respect to income Taxes, franchise Taxes and other Taxes based upon income, Buyer and Seller shall prepareeach be responsible for filing of its own Tax Returns and payment of any Taxes imposed on it that arise from the transactions contemplated by this Agreement or otherwise. With respect to Taxes other than income Taxes, franchise Taxes and other Taxes based upon income, Seller shall prepare and file, or cause to be preparedprepared and filed, with the appropriate authorities all Tax (as defined below) returns, Tax reports and Tax forms of or relating to the Acquired Assets (collectively, “herein "Tax Returns”) for all Pre-Closing Tax Periods (other than a Straddle Period") and shall pay, or cause to be paid, when due all Taxes with relating to the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein "Pre-Closing Tax Period"). With respect to such Tax Returns. Subject to Section 8.2(b)Taxes other than income Taxes, Purchaser franchise Taxes and other Taxes based upon income, Buyer shall prepareprepare and file, or cause to be preparedprepared and filed, with the appropriate authorities all other Tax Returns Returns, and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns.
(b) Purchaser shall prepare, or cause to be prepared, all Tax Returns for any Straddle Period and pay relating to the applicable authority all Taxes due with respect Transferred Assets attributable to such taxable periods which are not part of the Pre-Closing Tax Returns; provided that (i) Purchaser shall deliver any Tax Return to Seller at least twenty (20) Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller (such written consent not to be unreasonably withheld)Period. Within ten (10) Business Days of written demand thereof, but in no event more than ten (10) Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for the Straddle Period calculated using the principles of Section 8.2(e).
(c) The Party responsible for filing any Tax Return under applicable law shall timely file, or cause to be timely filed, with the appropriate authorities such Tax Return.
(d) If, in order to properly prepare its Tax Returns or in the course of any proceeding other documents required to be filed with respect to TaxesGovernmental Authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Acquired Transferred Assets, the Selling Companies both Seller and Purchaser Buyer agree to cooperate and use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s 's request, cost and expense; provided thatexpense provided, except as expressly provided in this Section 8.2(d)however, that no Party shall be entitled to review or examine the Tax Returns of any other Party. Notwithstanding anything in this Agreement to the contrary, a Party shall be required to furnish or make available only such documents or records, including the preparation of financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request.
(e) For purposes of this Section 8.23.2, in the case of any Taxable period that includes (but does not end on) the Closing Date (a "Straddle Period: (i) Excluded Taxes that are real property"), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of 11:59 p.m. in the applicable territory set forth on Schedule 8.2 close of business on the Closing DateDate and the amount of Taxes for the Post-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.
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Sources: Asset Purchase Agreement (International Business Machines Corp)