Non-Group Returns. Buyer shall prepare and file or cause to be prepared and filed each Tax Return required to be filed by or with respect to a Target Company (other than RASL) or a Target Subsidiary for any taxable period ending on, prior to, or including the Closing Date that is not a Group Tax Return. Buyer shall provide Parent with a copy of each Tax Return prepared pursuant to the preceding sentence with respect to which Buyer will seek indemnification pursuant to Section 10.2(a) together with all necessary supporting work papers at least twenty (20) days prior to the due date of such Tax Return for Parent’s review and comment, accompanied by a statements setting forth and calculating in reasonable detail the Taxes for any Straddle Period allocable to the Pre-Closing Tax Period. With respect to each such Return that is not a Straddle Return, Buyer shall consider in good faith any comments by the Sellers and shall incorporate such comments to the extent such comments are in accordance with Tax law and comport with the methodology set forth in Section 10.3(c). With respect to each such Tax Return that is a Straddle Return, Buyer shall consider in good faith any comments by the Sellers. Buyer shall remit to the appropriate Tax authorities all Taxes of a Target Company or a Target Subsidiary due with respect to such Tax Returns. Parent shall pay to Buyer, by wire transfer of immediately available funds, three (3) days prior to the date on which such Taxes are due the portion of such Taxes that relate to the Pre-Closing period or are the responsibility of Parent. For purposes of this Article X. in the case of any Taxes payable for a Straddle Tax Period, the portion of such Tax which relates to the Pre-Closing Tax Period shall (i) in the case of any Taxes other than Taxes measured by gross receipts, sales and income, payroll, withholding (including employee withholding) and similar Taxes 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 (ii) in the case of all other Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date, assuming that the taxable year of any pass-through entity in which any Target Company or Target Subsidiary owns an interest ended on and included the Closing Date.
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Sources: Stock Purchase Agreement (Hawker Beechcraft Quality Support Co)
Non-Group Returns. Buyer shall prepare and file or cause to be prepared and filed each Tax Return required to be filed by or with respect to a Target Company (other than RASL) or a Target Subsidiary for any taxable period ending on, prior to, or including the Closing Date that is not a Group Tax Return. Buyer shall provide Parent with a copy of each Tax Return prepared pursuant to the preceding sentence with respect to which Buyer will seek indemnification pursuant to Section 10.2(a) together with all necessary supporting work papers at least twenty (20) days prior to the due date of such Tax Return for Parent’s review and comment, accompanied by a statements setting forth and calculating in reasonable detail the Taxes for any Straddle Period allocable to the Pre-Closing Tax Period. With respect to each such Return that is not a Straddle Return, Buyer shall consider in good faith any comments by the Sellers and shall incorporate such comments to the extent such comments are in accordance with Tax law and comport with the methodology set forth in Section 10.3(c). With respect to each such Tax Return that is a Straddle Return, Buyer shall consider in good faith any comments by the Sellers. Buyer shall remit to the appropriate Tax authorities all Taxes of a Target Company or a Target Subsidiary due with respect to such Tax Returns. Parent shall pay to Buyer, by wire transfer of immediately available funds, three (3) days prior to the date on which such Taxes are due the portion of such Taxes that relate to the Pre-Closing period or are the responsibility of Parent. For purposes of this Article X. X, in the case of any Taxes payable for a Straddle Tax Period, the portion of such Tax which relates to the Pre-Closing Tax Period shall (i) in the case of any Taxes other than Taxes measured by gross receipts, sales and income, payroll, withholding (including employee withholding) and similar Taxes 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 (ii) in the case of all other Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date, assuming that the taxable year of any pass-through entity in which any Target Company or Target Subsidiary owns an interest ended on and included the Closing Date.
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