|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
(b) Responsibility for Filing Tax Returns.
(i) The Public Company shall include the income of the Company and its Subsidiaries for taxable years (or portions thereof) ending on or before the Closing Date (including any deferred intercompany items described in Treasury Regulations Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19) in the Tax Returns of any Public Company Group and shall pay any Taxes attributable to such income. The Seller shall prepare and timely file, or cause to be prepared and timely filed, (A) all Tax Returns with respect to any Public Company Group for taxable years or periods ending before or including the Closing Date (collectively, the Public Company Group Returns), (B) all other income Tax Returns required to be filed by the Company or any of its Subsidiaries with respect to taxable years or periods ending on or before the Closing Date, and (C) all other Tax Returns required to be filed by the Company or any of its Subsidiaries that are due prior to the Closing Date (those returns described in clauses (B) and (C), collectively, the Seller Prepared Returns). All Public Company Group Returns (to the extent reporting the operations of the Company and its Subsidiaries) and Seller Prepared Returns shall be prepared in a manner consistent with past practice and, not less than sixty (60) days prior to their due date (after applicable extensions), all Seller Prepared Returns shall be submitted for Buyers review. Buyer acknowledges that, to the extent permissible under applicable Law, (i) any items described in the definition of Transaction Tax Deductions shall be deducted for income tax purposes on the Public Company Group Returns for the portion of the U.S. federal income tax period of the Company and its Subsidiaries ending on the Closing Date and, accordingly, shall be for the benefit of the Public Company, and (ii) the Company shall make the election under Revenue Procedure 2011-29 with respect to the U.S. federal income tax period ending on the Closing Date to apply the seventy percent (70%) safe harbor to any success-based fee as defined in Treasury Regulations Section 1.263(a)-5(f). To the extent the Company or any of its Subsidiaries is required to file any Seller Prepared Returns after the Closing Date, the Buyer shall cause such Tax Returns to be properly and timely filed. The Seller shall timely pay, or cause to be timely paid, all Taxes due with respect to any Public Company Group Returns or Seller Prepared Returns to the extent such Taxes were not taken into account in the determination of Final Transaction Consideration.
(ii) The Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company and its Subsidiaries other than the Public Company Group Returns and the Seller Prepared Returns. All Tax Returns to be filed by Buyer pursuant to this Section 7.16(b)(ii) covering a Pre-Closing Tax Period shall be prepared in a manner consistent with past practice and, not less than sixty (60) days prior to their due date (after applicable extensions), shall be submitted for Sellers review and comment. Buyer shall make any changes reasonably requested by Seller with respect to any such Tax Return with respect to a Pre-Closing Tax Period. Upon written request, the Seller shall promptly reimburse the Buyer for Taxes for which the Seller is liable pursuant to Section 10.3(a)(iii) but which are payable with any Tax Return filed by Buyer pursuant to this Section 7.16(b).