Periods Ending on or Before the Closing Date Clause Samples
The 'Periods Ending on or Before the Closing Date' clause defines how financial or operational matters are handled for periods that conclude prior to or on the date when a transaction is finalized. Typically, this clause specifies which party is responsible for obligations, liabilities, or reporting requirements that arise from activities occurring before the closing date, such as taxes, expenses, or compliance filings. Its core function is to clearly allocate responsibility for pre-closing matters, ensuring that both parties understand their respective duties and preventing disputes over obligations that originated before the transaction was completed.
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Periods Ending on or Before the Closing Date. Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the calculation of Working Capital. No later than twenty (20) days prior to filing, Sellers shall deliver to Purchaser all such Tax Returns and any related work papers and shall permit Purchaser to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Sellers shall timely pay to the appropriate taxing authority any Taxes of Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns shall be estimated and accrued as a liability of Company for purposes of calculating Working Capital and shall be payable by Company.
Periods Ending on or Before the Closing Date. The Seller Representative will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date which are due to be filed after the Closing Date (“Pre-Closing Tax Returns”). Any Pre-Closing Tax Returns filed pursuant hereto shall be prepared in a manner consistent with prior Tax Returns of the Company unless otherwise required by applicable Law. No later than twenty (20) days prior to filing, the Seller Representative will deliver or cause to be delivered to Buyer all such Pre-Closing Tax Returns and any related work papers for Buyer's review and approval (not to be unreasonably withheld, conditioned or delayed). The Sellers will timely pay to the appropriate Governmental Authority any Taxes required to be paid by the Company with respect to such periods (“Pre-Closing Taxes”) to the extent such Taxes were not included as a liability in the calculation of Actual Net Working Capital; provided that Buyer shall first seek reimbursement pursuant to the Escrow Agreement from the Working Capital Escrow Amount, and, if the Working Capital Escrow Amount is insufficient or has been disbursed in full in accordance with the terms of the Escrow Agreement and this Agreement, the Indemnity Escrow Amount. The costs, fees and expenses related to the preparation of such Pre-Closing Tax Returns (“Pre-Closing Tax Return Expenses”) will be estimated and accrued as a liability of the Company for purposes of calculating Actual Net Working Capital and the amount estimated and accrued will be paid by the Company. The Sellers shall be responsible for any Pre-Closing Tax Return Expenses in excess of the amount estimated and accrued as a liability of the Company for purposes of calculating Actual Net Working Capital. Notwithstanding anything in this Agreement to the contrary, all Tax Returns reporting the Pre-Closing Transaction shall be prepared in a manner that is consistent with the Valuation Report.
Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns (federal, state and local) for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall permit Sellers to review on each such Tax Return described in the preceding sentence prior to filing. Sellers shall provide Buyer with all relevant information regarding the preparation and filing of such tax return, including but not limited to information regarding income, gain, loss, deduction or other tax items for such periods in a manner consistent with the tax returns previously filed by the Company. To the extent that any Taxes applicable to any period on or before the Closing Date are not included as a liability on the Closing Balance Sheet, any such amount shall be deducted from the Escrow Deposit, or if for any reason not paid to Buyer from such Escrow Deposit, the Principal Sellers shall indemnify Buyer for any such amount pursuant to Section 12 hereof. Buyer shall not be responsible for the payment of any of the Sellers’ individual taxes associated with the transactions contemplated by this Agreement.
Periods Ending on or Before the Closing Date. The Sellers will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with prior Tax Returns of the Company. Buyer agrees that for purposes of preparing the Tax Returns for the periods ending on or prior to the Closing Date, the Company may carry forward losses from any pre-Closing period but not beyond the Closing Date. No later than twenty (20) days prior to filing, the Sellers will deliver or cause to be delivered to Buyer all such Tax Returns and any related work papers and will permit Buyer to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by Buyer. Notwithstanding the foregoing sentence, if Buyer exercises its right under Section 1.3 to extend the date for delivery to the NWC Certificate to the Seller Representative, then the period set forth in the preceding sentence for delivery to Buyer of Tax Returns shall be reduced by a corresponding number of days. The Sellers will timely pay to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Net Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns will be paid by the Sellers.
Periods Ending on or Before the Closing Date. The Seller will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with prior Tax Returns of the Company. No later than twenty (20) days prior to filing, the Seller will deliver or cause to be delivered to the Buyer all such Tax Returns and any related work papers and will permit the Buyer to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by the Buyer. The Seller will timely pay to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Net Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns will be estimated and accrued as a liability of the Company for purposes of calculating Net Working Capital and the amount estimated and accrued will be paid by the Company and any costs, fees and expenses in excess of such amount shall be paid by the Seller.
Periods Ending on or Before the Closing Date. The Stockholder Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with the calculation of Working Capital. No later than twenty (20) days prior to filing, the Stockholder Representative shall deliver to Purchaser all such Tax Returns and any related work papers and shall permit Purchaser to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Stockholders shall timely pay to the appropriate taxing authority any Taxes of Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns shall be estimated and accrued as a liability of Company for purposes of calculating Working Capital and shall be payable by Company.
Periods Ending on or Before the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto shall be prepared in a manner consistent with the prior Tax Returns of the Company or otherwise as required by applicable Law. No later than twenty (20) days prior to filing, Parent shall deliver to Purchaser all such Tax Returns and any related work papers and shall permit Purchaser to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as are reasonably requested by Purchaser. Parent shall timely pay to the appropriate taxing authority any Taxes of Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Net Worth. The costs, fees and expenses related to the preparation of such income Tax Returns shall be paid by Parent.
Periods Ending on or Before the Closing Date. The Company, at its cost and expense, will prepare or cause to be prepared and timely file all Tax Returns required to be filed by or on behalf of the Company after the Closing Date which apply to periods ending on or prior to the Closing Date. No later than thirty (30) days prior to filing, the Company will deliver to the Shareholder Representatives all such Tax Returns and will permit the Shareholder Representatives to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by the Shareholder Representatives, if received at least fifteen (15) days prior to filing. Subject to the terms and conditions of Sections 5.10(e) and Article VII, solely and to the extent of available Escrow Funds, the Shareholders shall be liable for any Taxes shown as due by the Company on the Tax Returns described in this Section 5.10(a) (except to the extent such Taxes were specifically included as a liability or reserved against in the calculation of Closing Net Working Capital).
Periods Ending on or Before the Closing Date. Sellers shall prepare or cause to be prepared and filed or cause to be filed on a timely basis all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are required to be filed before the Closing Date. Each such Tax Return shall be true, correct and complete when filed. Sellers shall cause the Company to pay all Taxes shown as due on such Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date. Buyer shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence at least ten (10) days prior to filing and shall consider such revisions to such Tax Returns as are reasonably suggested by Seller Representative.
Periods Ending on or Before the Closing Date. Seller shall prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns for the Company for all periods ending on or prior to the Closing Date, which are required to be filed on or after the Closing Date. Any Tax Returns filed pursuant hereto shall be prepared in a manner consistent with the past custom and practice of the Company, unless otherwise required by applicable Laws or this Article VIII. No later than thirty (30) days prior to the due date for filing such Tax Return (including any applicable extensions), or, in the case of Tax Returns filed on a more frequent than annual basis, as soon as reasonably practicable but at least five (5) days prior to the due date for filing such Tax Return, Seller shall (i) deliver or cause to be delivered to Buyer such Tax Return, (ii) permit Buyer to review and comment on such Tax Return and (iii) consider in good faith any reasonable comments that are made by Buyer. Any Taxes of the Company shown on such Tax Returns shall be paid by Seller, except to the extent that such Taxes are reflected as a liability in the final determination of the Final Closing Consideration pursuant to Section 1.02 hereof.