Common use of Post-Closing Tax Items Clause in Contracts

Post-Closing Tax Items. The Company and its Subsidiaries will not be required to (x) include any material item of income in taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date, (ii) open transaction disposition made on or prior to the Closing Date, or (iii) prepaid amount received on or prior to the Closing Date or (y) exclude from the calculation of taxable income any material item of deduction for which the Company or any Subsidiary will incur an expense or loss in any taxable period (or portion thereof) ending after the Closing Date as a result of such item or an amount corresponding to such item having been taken into account as a deduction in a taxable period ending before the Closing Date.