Common use of Taxable Periods Ending On or Before the Closing Date Clause in Contracts

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. With respect to taxable periods (i) The income and other tax items of the Company for all periods ending on or before the Closing Date shall be included in the consolidated federal income tax return of the affiliated group of which Front Royal is the common parent (the "Company Group"), and the last such period will end as of the close of the Closing Date, . Seller shall prepare and file returns for and Front Royal shall be responsible for the payment of any state, local or foreign federal income taxes of the Company not paid prior to for all periods ending on or before the Closing DateDate and of any other member of the Company Group not heretofore paid except for such taxes set forth in the Statutory Statements or in Schedule 3.18 of the Disclosure Schedule of Seller. Neither Buyer, any member of the affiliated group of which Buyer is a member (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 and Front Royal 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 any 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 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. (ii) Subject to the Basket and the Cap, Seller shall indemnify and hold Buyer, all members of the Buyer Group and the Company harmless from all liabilities for any Tax Losses. To the extent that any breach by Seller of the representations and warranties contained in Section 3.18 results in any Tax Losses, such breach shall be subject to the terms and provision of this Article IX and the indemnification provisions relating hereto.