Common use of Post-Closing Transactions Clause in Contracts

Post-Closing Transactions. Purchaser and Seller agree to report all transactions engaged in by Dopaco US or the Dopaco US Subsidiaries not in the ordinary course of business occurring on the Closing Date after the Closing on Purchaser’s federal Income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B), and Purchaser agrees to provide written notice to Seller describing any such transactions within 30 days after the Closing Date. Notwithstanding the foregoing, Purchaser agrees to indemnify Seller for any additional U.S. federal and applicable state Income Tax owed by Seller (including any additional U.S. federal and applicable state Income Tax imposed on Seller as a result of any payment described in this Section 6.2) resulting from any transaction engaged in by Dopaco US or the Dopaco US Subsidiaries not in the ordinary course of business occurring on the Closing Date after the Closing (taking into account any investment adjustment or similar item that results from such transaction or payment) other than any action contemplated by this Agreement. To the extent any amount for which Purchaser is responsible pursuant to this Section 6.2 is required to be paid after the Closing (including estimated Taxes), Purchaser shall pay such amount to Seller upon the later of (i) two (2) days following notice by Seller that such amount is or will be due and (ii) one (1) day before such amount is due to a Taxing Authority.