Tax Periods Beginning Before and Ending After the Closing Date Clause Samples

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, 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 that relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Subsidiary for Tax periods which begin before the Closing Date and end on or after the Closing Date and shall be responsible for the payment of any Taxes relating thereto.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns for or with respect to the Company and each Company Subsidiary that are required to be filed for Taxable Periods which are Straddle Periods. Such Tax Returns shall be prepared in a manner consistent with prior practice except to the extent required by GAAP or by applicable Law. The Buyer will allow the Seller an opportunity to review and comment upon any such Straddle Period Tax Return (including any amended return). If the Seller objects to the treatment of any item on any such Tax Return or to any amount owed to or by the Seller with respect to any Straddle Period Taxes, the Seller shall, as promptly as practicable, notify the Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, the Seller and the Buyer shall negotiate in good faith to resolve their disagreement. If the Seller and the Buyer have not resolved their disagreement within five Business Days after receipt by Buyer of such notice, they shall refer the matter for resolution to a mutually acceptable nationally recognized independent accounting firm, the decision of which shall be binding on the Seller and the Buyer. The costs, fees and expenses of the accounting firm shall be borne by (i) the Seller if the net resolution of the disputed items favors the Buyer, (ii) the Buyer if the net resolution of the disputed items favors the Seller and (iii) otherwise equally by the Buyer and the Seller. The Seller shall pay to the Buyer within 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 Pre-Closing Tax Period, including any income or gain resulting from the Elections; provided, however, that if the Seller has delivered a notice of objection in respect of any item on the Tax Return or to any amount owed to or by the Seller with respect to any Straddle Period Taxes, and such disagreement is not resolved prior to the filing of the Tax Return, the Seller shall not be required to pay any amount to the Buyer in respect of such disputed item until the dispute has been resolved either by agreement of the parties or by the above-described independent accounting firm. For purposes of this Section 8.4(c), the portion of any such Tax that relates to the Pre-Closing Tax Period shall be...

Tax Periods Beginning Before and Ending After the Closing Date. Buyer will timely prepare, or cause to be prepared, and timely file, or cause to be filed, all Tax Returns for the Partnership and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date (the “Straddle Period Returns”). Buyer will provide Seller with copies of any Straddle Period Returns (a) at least thirty (30) Business Days prior to the due date thereof (giving effect to any extensions thereto) in the case of income Tax Returns and (b) as soon as practicable in the case of all other Tax Returns, accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that relate to the portion of such Tax period ending on the day immediately preceding the Closing Date (the “Pre-Closing Taxes”) and the amount of any refunds of Taxes, if any, that relate to the portion of such Tax period ending on the day immediately preceding the Closing Date (the “Pre-Closing Tax Refunds”). If Seller agrees with the Straddle Period Returns and Straddle Statement, Seller shall pay to Buyer (or, in the case of any Pre-Closing Tax Refunds, Buyer shall pay to Seller), not later than five (5) Business Days before the due date for the payment of Taxes with respect to such Straddle Period Returns, an amount equal to 50% of the Pre-Closing Taxes as shown on the Straddle Statement except to the extent the Taxes are reflected or accrued on the Partnership’s financial statements on the Closing Date and an amount equal to 50% of the Pre-Closing Tax Refunds as shown on the Straddle Statement except to the extent the Pre-Closing Tax Refunds are reflected or accrued on the Partnership’s financial statements on the Closing Date. If Seller (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Returns or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Returns and Straddle Statement, then Buyer and Seller shall attempt to resolve their disagreement within five (5) Business Days following Seller’s notification of Buyer of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost ...

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyer shall permit Sellers to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date, shall be referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at least ten (10) days before Buyer is required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; PROVIDED, HOWEVER, that in the case of a tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer will prepare and file, or cause to be prepared and filed, any Tax Returns for the Company’s for tax periods beginning before and ending after the Closing Date. If requested by Seller, the Buyer will permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller shall be responsible for all Taxes relating to the Pre-Closing tax periods. The Buyer shall be responsible for all Taxes for tax periods ending after the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the LLCs for Tax periods which begin before the Closing Date and end after the Closing Date. Seller shall pay to Buyer 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 Tax period ending on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for any Tax period which begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”). The Buyer shall be reimbursed by Sellers, on a joint and several basis, for an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date within fifteen (15) days after payment by Buyer or the Company of such Taxes, except to the extent such Taxes were reflected as a liability on the Final Closing Working Capital Statement. For purposes of this Section 6.16(D), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date shall (i) 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 Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) 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 Straddle Period ended on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date.