Taxable Periods Ending On or Before the Closing Date Sample Clauses
The 'Taxable Periods Ending On or Before the Closing Date' clause defines how tax liabilities are allocated for periods that conclude prior to or on the date a transaction closes. In practice, this clause specifies that any taxes owed for these periods remain the responsibility of the seller, even if the tax is assessed or paid after the closing. This ensures a clear division of tax obligations between the buyer and seller, preventing disputes over who is responsible for taxes incurred before the transfer of ownership.
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Taxable Periods Ending On or Before the Closing Date. Buyer shall prepare and timely file, or shall cause, as applicable, Holdings, the Company and Company’s Subsidiaries to prepare and timely file, all Tax Returns for all taxable periods ending on or prior to the Closing Date that either are required to be filed for Holdings, the Company and/or Company’s Subsidiaries after the Closing Date or that Sellers reasonably request to be filed (including amended Tax Returns) after the Closing Date. Buyer shall pay or cause to be paid with such Tax Returns all Taxes due in connection therewith, subject to Section 10.2(e). Buyer and Sellers agree that all such Tax Returns shall be filed in a manner consistent with prior Tax Returns filed, as applicable, by Holdings, the Company or any of Company’s Subsidiaries, unless and to the extent otherwise required by applicable law. At least ten (10) business days prior to the date that each such Tax Return is due, Buyer shall provide or cause to be provided to a representative designated by Sellers’ Representative each such Tax Return. If Sellers’ Representative shall have any proposed revisions to any such Tax Return, Sellers’ Representative shall provide such revisions to Buyer at least five (5) business days prior to the date that such Tax Return is due. Buyer shall consider all such revisions in good faith and, if Buyer and Sellers’ Representative shall not agree as to whether any such revision shall be made, Buyer and Sellers’ Representative shall submit such proposed revision to a mutually-acceptable public accounting firm for final determination, whose decision shall be binding on Buyer, Sellers and ACAS.
Taxable Periods Ending On or Before the Closing Date. Seller shall be responsible for filing all Tax Returns required to be filed by or with respect to Seller for any taxable year or taxable period ending on or before the Closing Date and shall be liable for all Taxes for any taxable year or period ending on or before the Closing Date which are due and payable by Seller or with respect to the Acquired Assets or Assumed Liabilities.
Taxable Periods Ending On or Before the Closing Date. With respect to taxable periods of the Company ending on or before the Closing Date, Seller shall prepare and file returns for and shall be responsible for the payment of any state, local or foreign income taxes of the Company not paid prior to the Closing Date. Neither Buyer, any member of the Buyer Group, nor the Company shall be required to reimburse either Seller or any other person for any such taxes; and subject to the Seller's Basket, Seller shall indemnify and hold Buyer, all other members of the Buyer Group and the Company harmless from all liabilities for any such taxes (including, without limitation, any additions to tax, penalties and interest) of the Company and of any other corporation with which the Company files or have filed a unitary, consolidated or combined return. Seller shall be entitled to refunds (except any refund resulting from carrybacks from taxable periods beginning after the Closing Date) not received prior to the Closing Date for taxable periods of the Company ending on or before the Closing Date. Buyer shall promptly pay, or cause the Company to pay, to Seller the amount of any such refund (to which Seller is entitled hereunder) that is received by the Company or Buyer; provided, however, that any amount payable in respect of any such refund shall be reduced by the amount of any taxes incurred and the present value (based on a discount rate of 5%) of any taxes to be incurred, by Buyer, any other member of the Buyer Group or the Company as a result of the accrual or receipt of the refund.
Taxable Periods Ending On or Before the Closing Date. Seller shall prepare, or cause to be prepared and file or cause to be filed, all Tax Returns for the Acquired Subsidiaries for all taxable periods ending on or prior to the Closing Date which are filed after the Closing Date (excluding any income and franchise Tax Returns with respect to periods for which the operations of such Acquired Subsidiaries are included in the consolidated, unitary or combined income Tax Returns of Seller or its Affiliates, for which Seller will bear sole responsibility for the preparation, filing and payment of all Taxes with respect thereto). Seller shall permit Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller shall pay for Taxes of the Acquired Subsidiaries with respect to such periods when such Taxes are due and payable. Seller shall be entitled to all tax refunds for the Acquired Subsidiaries for all taxable periods ending on or prior to the Closing Date (except to the extent such refunds result from losses arising after the Closing Date), and Purchaser shall, and shall cause its Affiliates to, at Seller's request and sole cost, file for such refunds and fully cooperate to obtain the same. Purchaser shall pay Seller any such refund amounts to which Seller is entitled pursuant to this Section 5.10(a) within five (5) days of Purchaser's receipt of the same.
Taxable Periods Ending On or Before the Closing Date. The ---------------------------------------------------- Shareholder shall be liable for, and shall indemnify and hold Buyer and the Company harmless against, all Taxes (other than Taxes which result from actions precipitated by Buyer) for any taxable year or taxable period ending on or before the Closing Date due or payable by the Company (including any liability that arises because the Company ceases on the Closing Date to be a member of a group filing consolidated, combined or unitary Tax Returns) or with respect to the income of any member of the Shareholder's consolidated group (other than the Company) for any year in which the Company was a member of such group.
Taxable Periods Ending On or Before the Closing Date. Seller shall be liable for, and shall indemnify and hold Buyer and the Transferred Entities harmless from, all Taxes for any taxable year or taxable period ending before the Closing Date due or payable by a Transferred Entity.
Taxable Periods Ending On or Before the Closing Date. Seller shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to each CenturyTel Entity for all Taxable years and periods ending on or before the Closing Date. Seller shall pay or cause to be paid all Taxes due on such Tax Returns for all periods covered by such Tax Returns. Seller will include, or cause to be included, the income of each CenturyTel Entity (including any deferred income triggered into income by Treas. Reg. Sections 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income under Treas. Reg. Section 1.1502-19) on the consolidated federal and consolidated, unitary or combined state and local income Tax Returns of Seller and the Seller Group for all periods through the Closing Date. Each CenturyTel Entity will furnish Tax information to Seller for inclusion in the consolidated federal and consolidated, unitary or combined state and local income Tax Returns for Seller and the Seller Group for the period ending on the Closing Date in accordance with the past custom and practice of each CenturyTel Entity. At least 15 Business Days before filing any such Tax Return (other than Seller's consolidated group returns), Seller shall submit to Buyer copies of such returns for Buyer's review and comment. Seller will consider any such comments in good faith. The income of each CenturyTel Entity will be apportioned to the period up to and including the Closing Date and to the period after the Closing Date by closing the books of each CenturyTel Entity as of the Effective Time.
Taxable Periods Ending On or Before the Closing Date. ClubCorp and Pinehurst Company shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Pinehurst Entities for all Taxable years and periods ending on or before the Closing Date. ClubCorp and Pinehurst Company shall be solely liable for and shall pay all Taxes shown to be due on such Tax Returns for all periods covered by such Tax Returns, less Taxes included in the Balance Sheet Liabilities and included as an adjustment to the Base Purchase Price. ClubCorp and Pinehurst Company shall indemnify and hold harmless Purchaser against all Taxes for any Taxable year or Taxable period ending on or before the Closing Date due or payable by the Pinehurst Entities, less Taxes included in the Balance Sheet Liabilities and included as an adjustment to the Base Purchase Price.
Taxable Periods Ending On or Before the Closing Date. Seller shall be liable for, and shall indemnify and hold Purchaser and its Affiliates including the Acquired Companies harmless against: any and all liability imposed upon any of the Acquired Companies for Taxes of an Affiliated Group (other than an Affiliated Group of which no Acquired Company is a member prior to the Closing Date and of which an Acquired Company becomes a member after the Closing Date) for any taxable year or period ending on or before the Closing Date and any Split Tax Period which liability is imposed on any of the Acquired Companies pursuant to Treasury Regulations 1.1502-6 or any comparable provision of state, provincial, local or foreign law (including all Taxes directly or indirectly resulting from or caused by Preliminary Transfers); any and all liability for Taxes imposed on any of the Acquired Companies, or for which any of the Acquired Companies may otherwise be liable, for any taxable year or taxable period ending on or before the Closing Date or any Pre-Closing Period (including all Taxes directly or indirectly resulting from or caused by Preliminary Transfers);any liability for U.K. Taxes imposed on any of the U.K. Acquired Companies as a result of or in connection with (i) any sales occurring on or before the Closing Date of assets of the Seller, the Acquired Companies, or any Affiliate thereof to a director of the Seller, the Acquired Companies, or any Affiliate thereof and/or (ii) any sales or other dispositions occurring on or before the Closing Date of any equity interests in an Excluded Subsidiary, Acquired Company or an Affiliate thereof between the Seller, the Acquired Companies, or any Affiliate thereof; andany Attribute Adjustment Payment.
Taxable Periods Ending On or Before the Closing Date. The Sellers shall be responsible for filing all Tax Returns required to be filed by or with respect to each of the CRW Subsidiaries (and the other Specified Assets) for any taxable year or taxable period ending on or before the Closing Date and shall be liable for and shall jointly and severally indemnify and hold the Buying Companies harmless against all Taxes for any taxable year or period ending on or before the Closing Date which are due and payable by either of the CRW Subsidiaries or with respect to the other Specified Assets.