Common use of Taxable Periods Beginning Before and Ending After the Closing Date Clause in Contracts

Taxable Periods Beginning Before and Ending After the Closing Date. Purchaser shall prepare, or cause to be prepared and file or cause to be filed, any Tax Returns for the Acquired Subsidiary for taxable periods which begin before the Closing Date and end after the Closing Date. Seller shall pay Purchaser no later than five (5) days prior to 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 5.10, 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, 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 from the beginning of the taxable period and 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 be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any Tax refunds for taxable periods which begin before the Closing Date and end after the Closing Date shall be shared by the parties as described in this Section 5.10(b) and in accordance with Section 5.10(a).

Taxable Periods Beginning Before and Ending After the Closing Date. Purchaser shall prepare, or cause to be prepared and file or cause to be filed, any Tax Returns for the Acquired Subsidiary Subsidiaries for taxable periods which begin before the Closing Date and end after the Closing Date. Seller shall pay Purchaser no later than five (5) days prior to 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 5.10, 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, 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 from the beginning of the taxable period and 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 be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any Tax refunds for taxable periods which begin before the Closing Date and end after the Closing Date shall be shared by the parties as described in this Section 5.10(b) and in accordance with Section 5.10(a).