Post-Closing Tax Matters Clause Samples
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Post-Closing Tax Matters. (a) Subject to Section 5.12(d), Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Companies and their Subsidiaries for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Sellers shall bear the cost of preparing such Tax Returns. Purchaser Representative shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchaser Representative shall make all changes reasonably requested by Seller Representative in good faith (unless Purchaser Representative is advised in writing by its independent outside accountants or attorneys that such changes (A) are contrary to applicable Law, or (B) will, or are likely to, have a material adverse effect on Purchasers, the Companies, their Subsidiaries or any of their Affiliates). In the event that Purchaser Representative and Seller Representative are unable to agree on the reporting of any item on such Tax Returns, Purchaser Representative and Seller Representative shall mutually choose an independent public accounting firm to resolve such dispute, and the decision of such firm shall be final.
(b) Purchaser Representative shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Companies and their Subsidiaries for Straddle Periods. Any Taxes for such Tax period shall be apportioned between Sellers, on one hand, and Purchasers, on the other, in the manner set forth in Section 8.1 hereof. Purchasers shall permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and Purchasers shall consider all such comments in good faith.
(c) Purchasers and Sellers shall cooperate, and shall cause their Representative to cooperate, with each other in connection with the filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such audit, litigation, or other proceeding and making their respective employees, outside consultants, and advisors (including but not limited to freight forwarders and advisors with respect to customs duties) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Purchaser...
Post-Closing Tax Matters. As a result of the Closing, the Transferor Company shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Members shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Company with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Members shall prepare and timely file the terminating tax returns for the Transferor Company resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Members shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Members in obtaining such data and information regarding the Transferor Company to permit the Transferor Members to prepare such returns or to respond to any audits or assessments for the periods covered by such returns. SECTION 11 ---------- BRI PARTNERSHIP'S CLOSING OBLIGATIONS ------------------------------------- AND POST-CLOSING AGREEMENTS ---------------------------
Post-Closing Tax Matters. Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns with respect to the Business for all periods up through the Effective Time and shall make timely payment of any Taxes owed with respect thereto to the applicable Taxing Authorities.
Post-Closing Tax Matters. (a) Acquisition General Partner will, from and after the Effective Time, be the successor Tax Matters Partner of the Company (the “TMP”), within the meaning of Section 6231 of the Code, with respect to all Taxable years of the Company and as of the closing assumes the duties of the Managing General Partner, as the current TMP, to the Unitholders. As TMP and subject to the provisions and requirements of the Code, Acquisition General Partner will represent the Company and control the handling of any Tax audit, investigation or assessment against the Company, regardless of the Taxable year to which such audit, investigation or assessment relates. In exercising its duties as TMP, Acquisition General Partner will have the right to employ counsel of its choice at its expense and to control the conduct of such audit, investigation, assessment or proceeding, including settlement or other disposition thereof and to settle the contest of any Tax or agree to an adjustment to any Tax or partnership item. Notwithstanding the preceding sentence, Acquisition General Partner will neither consent nor agree to the settlement of any dispute regarding Taxes for any Taxable period (or portion thereof) ending on or prior to the Merger Date if such settlement would reasonably be expected to have a material adverse impact on the Unitholders without the prior written consent of the Managing General Partner (or any successor person or entity), which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Managing General Partner will prepare and file all income and franchise Tax Returns of the Company due after the Merger Date (taking into account applicable extensions of time for filing) with respect to any Taxable period (or portion thereof) ending on or prior to the Merger Date. In connection with the foregoing, the Managing General Partner will submit drafts of all income and franchise Tax Returns to the Acquisition General Partner no later than twenty days prior to the filing date and will not file such Tax Returns without the prior written consent of the Acquisition General Partner (or any successor person or entity), which consent will not be unreasonably withheld or delayed.
(b) The parties acknowledge that pursuant to the Company’s currently effective election under Section 754 of the Code, the tax basis of the Company’s assets will be adjusted pursuant to Sections 743 and 755 of the Code upon the Merger. Acquisition General Partner and the...
Post-Closing Tax Matters. 9.4.1. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Target and the Tax Subsidiaries with respect to all periods beginning before the Closing Date that are filed after the Closing Date and that are consolidated, unitary or combined Tax Returns that will include the operations of Parent, Target and the Tax Subsidiaries, and will pay (or duly contest the obligation to pay) all Taxes due in connection with such Tax Returns. Target and the Tax Subsidiaries will furnish Tax information to Parent for inclusion in such Tax Returns in accordance with their past custom and practice. Parent will allow the Purchaser an opportunity to review and comment upon such Tax Returns (including any amended returns) to the extent they relate to the Target and its Tax Subsidiaries.
9.4.2. Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Target and the Tax Subsidiaries, other than those Tax Returns described in Section 9.4.1. Purchaser shall permit Parent to review and comment upon each such Tax Return (including any amended return) described in the preceding sentence that relates to taxable periods that begin before the Closing Date, prior to filing to the extent that such Tax Return relates to any of Target or a Tax Subsidiary. Parent shall pay to Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date. For purposes of this Section 9.4, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made ...
Post-Closing Tax Matters. After the Closing, upon reasonable prior notice, Buyer, on the one hand, and Sellers, on the other hand, agree to furnish or cause to be furnished to each other and their representatives, employees, counsel and accountants such information relating to the Purchased Assets as is reasonably necessary for financial reporting and accounting matters relating to the Purchased Assets, the preparation and filing of any tax returns, reports or forms relating to the Purchased Assets and the defense of any tax or other claim or assessment relating to the Purchased Assets; provided, however, that such assistance does not unreasonably disrupt the normal operations of Buyer, in the case of assistance given to the Sellers, or any Seller, in the case of assistance given to Buyer.
Post-Closing Tax Matters. As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.
Post-Closing Tax Matters. (A) To the extent relevant for a taxable period for which the requesting party is charged with payment responsibility for Taxes under this Section 10, each of Alleghany and HTI Acquisition will provide the other (and the other's attorneys, accountants and agents) with, and the Surviving Entity, after the Closing Date, shall provide, and shall cause the Company Subsidiaries to provide, Alleghany (and Alleghany's attorneys, accountants and agents) with, the right, at reasonable times and upon reasonable notice, to have access to, and to copy and use, any records or information and personnel which may be relevant for the preparation of any Tax Returns, the determination of amounts due under Section 10.3, any audit or other examination by any Taxing Authority, the filing of any claim for a refund of Tax or for the allowance of any Tax credit, or any judicial or administrative proceedings relating to liability for Taxes. The party requesting assistance hereunder shall reimburse the other party for reasonable out-of-pocket expenses incurred in providing such assistance. Any information obtained pursuant to this Section 10.2(A) shall be held in strict confidence and shall be used solely in connection with the reason for which it was requested.
(B) Alleghany shall cause the Tax Sharing Agreement and/or any similar arrangement with respect to Taxes involving the Company or the Company Subsidiaries to be terminated effective as of the Closing Date. To the extent any such agreement or arrangement obligates the Company or the Company Subsidiaries to make any payments with respect to Taxes after the Closing Date, none of the Company, the Company Subsidiaries or Alleghany shall have any obligation under any such agreement or arrangement for any past, present or future period. Except as agreed to by HTI Acquisition, all powers of attorney granted by the Company and any of the Company Subsidiaries with respect to Taxes shall be revoked as of the Closing Date.
(C) Except as otherwise provided in this Agreement, any refund of Income Taxes (other than any refund of Income Tax shown as an asset on the Closing Date Balance Sheet) with respect to the Company or any of the Company Subsidiaries that is received with respect to any Pre-Closing Tax Period or the portion of any Straddle Period for which Alleghany is responsible pursuant to Section 10.1(D) shall be for the account of Alleghany, and to the extent that HTI Acquisition or any of the Company Subsidiaries receives any suc...
Post-Closing Tax Matters. The following provisions shall govern the allocation of responsibility as between the Purchaser and the Sellers for certain tax matters following the Closing Date:
Post-Closing Tax Matters. (a) Each Shareholder will jointly and severally indemnify, compensate and reimburse the Buyer Indemnified Persons and hold each of them harmless from and against, any Loss attributable to (i) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for the Straddle Period (“Pre-Closing Tax Period”), which Taxes will be apportioned pursuant to the provisions contained in Section 7.3(b), (ii) all Taxes of any member of an affiliated, combined, consolidated or unitary group of which the Company (or any predecessor of any of the foregoing) is or was a member on or before the Closing Date, including pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous or similar Law, and (iii) all Taxes of any Person (other than the Company) imposed on the Company as a successor or transferee, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date. The Shareholders will remit the amount of any indemnified Tax Liability as required pursuant to the provisions contained in this Agreement to Buyer by wire transfer of immediately available funds to such account as directed in writing by Buyer not later than three (3) Business Days before the required payment date of such Tax; provided, however, that the Shareholders will be liable pursuant to clauses (i), (ii) and (iii) of this Section 7.3(a) only to the extent that such Taxes are in excess of the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Statement and taken into account in determining an adjustment to the Base Purchase Price pursuant to the provisions contained in Section 3.5.
(b) 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 or receipts of the Company for the Pre-Closing Tax Period will be determined based on an interim closing of the 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 will be deemed to terminate at such time), such that there are two (2) deemed short taxable periods with one (1) period ending on the Closing Date and the other pe...