Responsibility for Filing Tax Returns. (a) The Seller, with the assistance of the Purchaser, shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes of the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member of the Company immediately prior to the Closing shall remain the tax matters partner for the Pre-Closing Tax Periods. The Seller shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller are not liable hereunder. (b) In accordance with the terms of the Amended LLC Agreement, the tax member partner or the Purchaser, as applicable, shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company or any of its Subsidiaries for any Straddle Period or Post-Closing Tax Period and the Company shall remit any entity-level Taxes, if any, due in respect of such Tax Returns.
Appears in 1 contract
Responsibility for Filing Tax Returns. (a) The Seller, with the assistance of the Purchaser, shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes of the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member of the Company immediately prior to the Closing Seller shall remain the tax matters partner of the Company for the Pre-Closing Tax Periods. The Seller shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller are is not liable hereunder.
(b) In accordance with the terms For any Straddle Period of the Amended LLC AgreementCompany, the tax member partner or the Purchaser, as applicable, Purchaser shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company required to be filed. The Company shall timely pay all Taxes due with respect to such Tax Returns; provided that if any portion of the Taxes due with respect to such Tax Returns is allocable to the Seller under Section 9.2, the Seller shall pay such amount to the Company as promptly as reasonably practicable (and in any event no later than five (5) Business Days before such Taxes are due and payable). The Purchaser shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to the filing thereof, and the Purchaser shall accept all reasonable changes requested by the Seller as long as the reasonable changes have been agreed to by the accounting firm that audits Purchaser’s financial statements.
(c) The Purchaser shall timely prepare or any of its Subsidiaries cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company for any Straddle Period or Post-Closing Tax Period and the Company shall remit any entity-level Taxes, if any, Taxes due in respect of such Tax Returns.
Appears in 1 contract
Responsibility for Filing Tax Returns. (a) The SellerSellers, with the assistance of the Purchaser, shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes of the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member of the Company immediately prior to the Closing shall remain the tax matters partner for the Pre-Closing Tax Periods. The Seller Sellers shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller Sellers are not liable hereunder.
(b) In accordance with the terms For any Straddle Period of the Amended LLC AgreementCompany or any of its Subsidiaries, the tax member partner Purchaser shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the PurchaserCompany or any of its Subsidiaries required to be filed. The Company or any of its Subsidiaries shall timely pay all Taxes due by the Company or any of its Subsidiaries with respect to such Tax Returns; provided that if any portion of the Taxes due with respect to such Tax Returns is allocable to the Sellers under Section 9.2, the Sellers shall pay such amount to the Company or any of its Subsidiaries as applicable, promptly as reasonably practicable (and in any event no later than five (5) Business Days before such Taxes are due and payable). Each of the Purchaser and the Sellers shall have an opportunity to review and comment on each such Tax Return described in the preceding sentence prior to the filing thereof.
(c) The Purchaser shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company or any of its Subsidiaries for any Straddle Period or Post-Closing Tax Period and the Company shall remit any entity-level Taxes, if any, due in respect of such Tax Returns.
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Responsibility for Filing Tax Returns. (ai) The Seller, with the assistance of the Purchaser, Purchaser shall timely prepare and file or cause to be prepared and filed all Tax Returns for the Company (other than Income Tax Returns for taxable periods ending on or before the Closing Date) that are filed after the Closing Date. All such Tax Returns shall be prepared in accordance with applicable Law and in a manner consistent with the prior practice of the Company to the extent in compliance with applicable Law. If any Tax Return described in the first sentence above relates to Income Taxes for any Straddle Period, Purchaser shall permit the Sole Member to review and comment on each such Income Tax Return prior to filing such Income Tax Return and shall make such revisions to such Income Tax Returns as are reasonably requested by the Sole Member. The portion of any Income Taxes shown on any Income Tax Return for any Straddle Period that is attributable to any Pre-Closing Tax Period (determined as provided in Section 12.5(b)(i)), shall be paid by the Sole Member; except to the extent that such Income Taxes are accrued as a Working Capital Liability.
(ii) The Sole Member shall prepare and file or cause to be prepared and filed all Income Tax Returns for the Company for taxable periods ending on or before the Closing Date that are filed after the Closing Date, and all such Income Tax Returns shall be prepared in a manner consistent with past the prior practice all Tax Returns relating to of the Company for all Pre-Closing Tax Periods, and shall timely pay or cause Company. All Income Taxes shown to be timely payable on any Income Tax Return filed pursuant to this Section 12.5(c)(ii) shall be paid all Taxes of by the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member of the Company immediately prior to the Closing shall remain the tax matters partner for the Pre-Closing Tax Periods. The Seller shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods Sole Member; except to the extent that such decisions could not reasonably be expected to have Income Taxes are accrued as a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller are not liable hereunderWorking Capital Liability.
(b) In accordance with the terms of the Amended LLC Agreement, the tax member partner or the Purchaser, as applicable, shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company or any of its Subsidiaries for any Straddle Period or Post-Closing Tax Period and the Company shall remit any entity-level Taxes, if any, due in respect of such Tax Returns.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Mueller Industries Inc)
Responsibility for Filing Tax Returns. (a) The Seller, with the assistance of the Purchaser, Buyer shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes of the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member of the Company immediately prior to the Closing shall remain the tax matters partner for the Pre-Closing Tax Periods. The Seller shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller are not liable hereunder.
(b) In accordance with the terms of the Amended LLC Agreement, the tax member partner or the Purchaser, as applicable, shall timely prepare or cause to be prepared, and file or cause to be filed, filed (in a manner consistent with past practices) with the appropriate Tax authority all Tax Returns relating required to be filed after the Closing, and shall pay all Taxes due with respect to such Tax Returns; provided, that the Seller Parties shall reimburse Buyer (in accordance with the procedures set forth in Sections 7.7(a)(4)) for any amount owed by the Seller Parties pursuant to Sections 7.7(a)(1) and 7.7(a)(3) with respect to the Company taxable periods covered by such Tax Returns. Notwithstanding the foregoing, the Seller Parties shall prepare or cause to be prepared and file or cause to be filed with the appropriate Tax authority all federal, state, and local partnership Tax Returns of NEG Holding with respect to Tax periods ending on or before the effective time of the Closing. At least thirty (30) days prior to the due date for the filing of any such Tax Return, the Buyer shall provide a copy of its Subsidiaries such Tax Return to the Seller Parties for their review. The Seller Parties shall have the right to review such Tax Returns prior to the filing of such Tax Returns and, within ten days after the date of receipt by the Seller Parties of any Straddle Period or Post-Closing such Tax Period Returns, to request in writing any reasonable changes to such Tax Returns. The Seller Parties and Buyer agree to consult and resolve in good faith any issue arising as a result of the Company shall remit any entity-level Taxes, if any, due in respect review of such Tax Returns and mutually to consent to the filing as promptly as possible of such Tax Returns. In the event the parties are unable to resolve any dispute within ten days after Buyer has received the Seller Parties’ written request for changes, then any disputed issues shall be immediately submitted to an Arbiter selected pursuant to the procedure set forth in Section 1.3(c) to resolve in a final binding matter prior to the due date for such Tax Returns. The fees and expenses of the Arbiter shall be shared equally between the Sellers Parties and Buyer. Fees for preparation of Tax Returns described in this paragraph Section 7.7(b)(1) shall be borne by the Buyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American Real Estate Partners L P)
Responsibility for Filing Tax Returns. (a) The SellerCompany or the Parent, with as the assistance of the Purchasercase may be, shall prepare and timely prepare file or cause to be prepared and timely filed all Tax Returns that are required to be filed by the Company or the Parent after the Closing Date with respect to the Business or the Purchased Assets for taxable periods ending on or before the Closing Date. All such Tax Returns shall be prepared in a manner consistent with the past custom and practice of the Company or the Parent, as the case may be, but in all Tax Returns relating events as required by applicable Law. The Company or the Parent shall provide to the Company Purchaser a draft copy of each such Tax Return that does not relate to income (including, in this case, business and occupation) Taxes at least twenty (20) Business Days prior to the due date for all Pre-Closing such Tax PeriodsReturn, and no such Tax Return shall be filed by the Company or the Parent, as the case may be, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. The Company or the Parent shall timely pay or cause to be timely paid all Taxes of the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member of the Company immediately prior and the Business and its assets, income and operations that are attributable to the Closing shall remain the tax matters partner for the or allocable to any Pre-Closing Tax PeriodsPeriod. The Seller shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could If not reasonably be expected to have a material adverse impact on the Taxes of already so prepared and filed, the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, prepare and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller are not liable hereunder.
(b) In accordance with the terms of the Amended LLC Agreement, the tax member partner or the Purchaser, as applicable, shall timely prepare or cause to be prepared, and file or cause to be filed, all prepared and timely filed any Tax Returns relating with respect to property Taxes on the Purchased Assets covering any Straddle Period. All such Tax Returns shall be prepared in a manner consistent with the past custom and practice of the Company or the Parent, as the case may be, but in all cases as required by applicable Law. The Purchaser shall provide to the Company a draft copy of each such Tax Return at least twenty (20) Business Days prior to the due date of each such Tax Return, and no such Tax Return shall be filed by the Purchaser without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or any of its Subsidiaries for any Straddle Period or Post-Closing Tax Period and the delayed. The Company shall remit pay to the Purchaser no later than five (5) Business Days prior to the due date the Company’s share of any entity-level Taxes, if any, due such property Taxes as determined in respect of such Tax Returnsaccordance with Section 7.06.
Appears in 1 contract
Responsibility for Filing Tax Returns. (a) The SellerSellers, with the assistance of the Purchaser, shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes of the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member General Partner of the Company immediately prior to the Closing shall remain the tax matters partner for the Pre-Closing Tax Periods. The Seller Sellers shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member General Partner of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller Sellers are not liable hereunder.
(b) In accordance with the terms For any Straddle Period of the Amended LLC AgreementCompany or any of its Subsidiaries, the tax member partner Company shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the PurchaserCompany or any of its Subsidiaries required to be filed. The Company or any of its Subsidiaries shall timely pay all Taxes due and owing by the Company on any of its Subsidiaries with respect to such Tax Returns; provided that if any portion of the Taxes due with respect to such Tax Returns is allocable to the Sellers under Section 9.2, the Sellers shall pay such amount to the Company or any of its Subsidiaries as applicable, promptly as reasonably practicable (and in any event no later than five (5) Business Days before such Taxes are due and payable). Each of the Purchaser and the Sellers shall have an opportunity to review and comment on each such Tax Return described in the preceding sentence prior to the filing thereof.
(c) The Company shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company or any of its Subsidiaries for any Straddle Period or Post-Closing Tax Period and the Company shall remit any entity-level Taxes, if any, due in respect of such Tax Returns.
Appears in 1 contract
Responsibility for Filing Tax Returns. (ai) The SellerSelling Shareholders, with the assistance of the Purchaserat their expense, shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes of the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member of the Company immediately prior to the Closing shall remain the tax matters partner for the Pre-Closing Tax Periods. The Seller shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller are not liable hereunder.
(b) In accordance with the terms of the Amended LLC Agreement, the tax member partner or the Purchaser, as applicable, shall timely prepare or cause to be prepared, and file or cause to be filed, the state and federal income Tax Returns of 47 11671355.13 the Company for the taxable periods ending on or before the Closing Date. To the extent permitted by Law, each such Tax Return shall be prepared on a basis consistent with the prior Tax Returns of the Company. Selling Shareholders shall include any income, gain, loss, deduction or other tax items (including income or gain arising from the 338(h)(10) Election) for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to Selling Shareholders for such periods. Selling Shareholders shall provide a copy of any Tax Returns they prepare (or cause to be prepared) to Buyer at least forty-five (45) days before such Tax Returns are due, taking into consideration extensions of time to file, for the review and approval by Buyer, which review and approval shall not be unreasonably withheld, conditioned or delayed. Subject to Section 8.1(c)(iii) below, Selling Shareholders and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing.
(ii) Buyer, at its expense, shall prepare all Tax Returns relating of the Company, other than those referred to in Section 8.1(c)(i), for any taxable period that begins on or before the Closing Date and ends after the Closing Date. To the extent permitted by Law, each such Tax Return shall be prepared on a basis consistent with the prior Tax Returns of the Company. Buyer shall provide a copy of any Tax Returns it prepares (or causes to be prepared) to Selling Shareholders at least forty-five (45) days before such Tax Returns are due, taking into consideration extensions of time to file, for the review and approval by Selling Shareholders, which review and approval shall not be unreasonably withheld, conditioned or delayed. Subject to Section 8.1(c)(iii) below, Buyer and Selling Shareholders shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the Company due date for filing.
(iii) In the event that Selling Shareholders and Buyer are unable to resolve any dispute with respect to Tax Returns described in Section 8.1(c)(i) or any of its Subsidiaries Section 8.1(c)(ii) at least twenty (20) days prior to the due date for any Straddle Period or Post-Closing Tax Period filing, such dispute shall be resolved by the Independent Accounting Firm (A) using procedures similar to those described in Section 2.5(d), which resolution shall be binding on the parties, and the Company shall remit any entity-level Taxes, if any, due (B) in respect of sufficient time to file such Tax ReturnsReturns by the due date for filing.
Appears in 1 contract
Responsibility for Filing Tax Returns. (a) The SellerSellers, with the assistance of the Purchaser, shall timely prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay or cause to be timely paid all Taxes of the Company or any of its Subsidiaries, if any, due with respect to such Tax Returns. The existing managing member of the Company immediately prior to the Closing shall remain the tax matters partner for the Pre-Closing Tax Periods. The Seller Sellers shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller Sellers are not liable hereunder.
(b) In accordance with the terms For any Straddle Period of the Amended LLC AgreementCompany or any of its Subsidiaries, the tax member partner Purchaser shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the PurchaserCompany or any of its Subsidiaries required to be filed. The Company or any of its Subsidiaries shall timely pay all Taxes due with respect to such Tax Returns; provided that if any portion of the Taxes due with respect to such Tax Returns is allocable to the Sellers under Section 9.2, the Sellers shall pay such amount to the Company or any of its Subsidiaries as applicable, promptly as reasonably practicable (and in any event no later than five (5) Business Days before such Taxes are due and payable). The Purchaser shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to the filing thereof.
(c) The Purchaser shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company or any of its Subsidiaries for any Straddle Period or Post-Closing Tax Period and the Company shall remit any entity-level Taxes, if any, Taxes due in respect of such Tax Returns.
Appears in 1 contract
Responsibility for Filing Tax Returns. The parties agree that for income tax purposes (ai) The Sellerthe Company shall make an election under Code Section 754 (and any corresponding state Tax election) for its first taxable year and (ii) to the extent permitted by applicable Tax Law, with the assistance first taxable year of the PurchaserCompany shall begin on the day immediately following the Closing Date, and Holdings and its Affiliates shall timely not, and shall cause the Company to not, take any action, or permit any action to be taken, that may prevent this result. In the event the Company is required to file any Pass-Through Income Tax Return for a Tax period that includes the Closing Date (a “Straddle Return”), Holdings shall prepare or cause to be prepared in a manner consistent with past practice all Tax Returns relating to the Company for all Pre-Closing Tax Periods, and shall timely pay file or cause to be timely paid all Taxes filed such Straddle Return. In preparing any such Straddle Returns (i) items of taxable income, gain, loss, deduction and credit of the Company or any of its Subsidiaries, if any, due with respect to for such Tax Returns. The existing managing member Straddle Period shall be allocated using the “closing of the books” method (as described in Treasury Regulations Section 1.706-1(c)) as of the end of the Closing Date, (ii) the Company immediately shall deduct the Company Transaction Expenses to the maximum extent permitted by Law and shall allocate any such deductions to the portion of such Straddle Period ending on the Closing Date pursuant to Section 706 of the Code, and (iii) seventy percent (70%) of any success-based fees shall be deducted in accordance with Rev. Proc. 2011-29. At least thirty (30) days prior to the Closing due date for filing such Straddle Returns, Holdings shall remain deliver drafts to Seller of any such Straddle Returns for Seller’s review and consent. Holdings shall cause such Straddle Returns to reflect any reasonable comments of Seller to the tax matters partner for the extent such comments relate to a Pre-Closing Tax Periods. The Seller shall retain the rights to make all decisions as to tax matters for Pre-Closing Tax Periods to the extent that such decisions could not reasonably be expected to have a material adverse impact on the Taxes of the Purchaser (for the avoidance of doubt, including its direct or indirect owners) or the Company or any of its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller are not liable hereunderPeriod.
(b) In accordance with the terms of the Amended LLC Agreement, the tax member partner or the Purchaser, as applicable, shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company or any of its Subsidiaries for any Straddle Period or Post-Closing Tax Period and the Company shall remit any entity-level Taxes, if any, due in respect of such Tax Returns.
Appears in 1 contract
Sources: Merger Agreement (Fintech Acquisition Corp Iii Parent Corp)
Responsibility for Filing Tax Returns. (ai) The SellerParent shall prepare and file, with the assistance of the Purchaser, shall timely prepare or cause the Company to be prepared in a manner consistent with past practice prepare and timely file, all Tax Returns relating to of the Company for all required to be filed after the Closing Date. To the extent such Tax Returns relate to Pre-Closing Tax Periods, such Tax Returns shall be prepared on a basis consistent with existing procedures, practices and shall timely pay or cause to be timely paid all Taxes accounting methods of the Company unless otherwise required by applicable Law or any of its Subsidiaries, if any, due this Agreement. Such Tax Returns that are Income Tax Returns or with respect to which the Company Securityholders are reasonably expected to be liable under this Agreement (including in connection with Indebtedness and Company Transaction Expenses, as finally determined) shall be submitted to the Securityholders’ Representative for review and approval (not to be unreasonably withheld, conditioned or delayed). Each such Tax Returns. The existing managing member Return that is an Income Tax Return shall be submitted for the Securityholders’ Representative’s review at least twenty (20) days prior to the due date of such Tax Return (taking into account extensions), and if the due date of any such Income Tax Return is within 20 days following the Closing Date, as promptly as reasonably practicable following the Closing Date.
(ii) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, sales, use or payroll of the Company immediately prior to the Closing shall remain the tax matters partner for the Pre-Closing Tax Periods. The Seller Period shall retain be determined based on an interim closing of the rights books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to make all decisions terminate at such time); provided, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall instead be apportioned on a per diem basis, provided, further, that any Transaction Tax Deductions shall be treated as to tax matters for deductions of the Company and its Subsidiaries in Pre-Closing Tax Periods to the greatest extent that such decisions could not reasonably be expected to have a material adverse impact on permitted under applicable Law, and the amount of other Taxes of the Purchaser Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in such Straddle Period.
(for iii) For the avoidance of doubt, including its direct or indirect owners(i) the Buyer Parties and the Securityholders’ Representative shall treat the Closing Date as the last day of the taxable period of the Company for all U.S. federal and applicable state, local and non-U.S. Income Tax purposes, allocating all items accruing on the Closing Date to the Company’s taxable period ending on the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or pursuant to the ratable allocation method under Treasury Regulations Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)), and Parent shall cause the Company or to join Parent’s “consolidated group” (as defined in Treasury Regulations Section 1.1502-76(h)) as of the beginning of the date following the Closing Date and (ii) any Transaction Tax Deductions shall be reported as deductions of the Company and its Subsidiaries in a taxable period or portion thereof beginning after the Closing Date; provided, however, that Purchaser shall retain control, and the existing managing member of the Company as tax matters partner shall not settle without the consent of the Purchaser, any matters relating to Taxes for which the Seller are not liable hereunder.
(b) In accordance with the terms of the Amended LLC Agreement, the tax member partner or the Purchaser, as applicable, shall timely prepare or cause to be prepared, and file or cause to be filed, all Tax Returns relating to the Company or any of its Subsidiaries for any Straddle Period or PostPre-Closing Tax Period and Periods in connection with the Company shall remit filing of any entity-level Taxes, if any, due in respect of such Tax ReturnsReturn pursuant to this Section 5.9(c) to the greatest extent permitted by Law.
Appears in 1 contract