Buyer and the. Company Group shall be responsible for, and shall have ultimate discretion with respect to, (i) the preparation and filing of all Tax Returns required to be filed by the Company Group with respect to periods that begin after the Closing Date (and the payment of all Taxes reported on any such Tax Return), and (ii) the preparation and filing of the Straddle Tax Returns, if any, and (iii) any Tax audit (including the execution of any waiver of limitation with respect to any Tax Audit) relating to any such Tax Returns; provided, however, that in the case of any Straddle Tax Return, the preparation and filing of such Return shall be subject to review and approval of Advantica (which approval shall not be unreasonably withheld), (iv) filing all employment Tax Returns including but not limited to IRS forms 940, 941, W-2 and W-3 and all similar state and local employment Tax Returns for the calendar year ended 1998 including activity required to be reported for the Pre-Closing Period, and (v) filing all information reporting Tax Returns including but not limited to IRS forms 1096 and 1099 and all similar state and local information returns for the calendar year ended 1998 including activity required to be reported for the Pre-Closing Period. Notwithstanding the foregoing, the Buyer and the Company Group shall not, without the prior written consent of the Seller, be entitled to settle either administratively or after the commencement of litigation any claim for Taxes which would adversely affect the liability for Taxes of Seller and Advantica for any Pre-Closing Periods or their portion of any Straddle Period that result from the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards. Such consent shall not be unreasonably withheld and shall not be necessary to the extent the Buyer has indemnified the Seller against the effect of any such settlement.
Buyer and the. Stockholders covenant and agree, jointly ------------ and severally, to pay to the Escrow Agent the fee determined by the Escrow Agent, from time to time, to be applicable to this escrow and bear all costs and expenses incurred by the Escrow Agent in connection therewith. The Escrow Agent's fees, as in effect on the date hereof, are attached hereto as Schedule -------- A. Without altering or limiting the joint and several liability of Buyer and the Stockholders hereunder, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this Section 20.
Buyer and the. Buyer" under the Other Asset --------- Purchase Agreement shall have obtained financing for the Transactions and the transactions contemplated by the Other Asset Purchase Agreement having terms satisfactory to Buyer in an amount at least equal to $311,400,000 in the aggregate.
Buyer and the. Stockholders shall each be liable for and each shall pay when due fifty percent (50%) of all Transfer Taxes incurred in connection with this Agreement or any of the Contemplated Transactions. The party required by any legal requirement to file a Tax Return or other documentation with respect to such Transfer Taxes shall do so within the time period prescribed by Law, and the other party shall promptly reimburse such party for any Transfer Taxes for which the other party is responsible upon receipt of notice that such Transfer Taxes are payable. The Stockholders will be jointly and severally liable for the Stockholders’ portion of such Transfer Taxes. To the extent permitted by any applicable legal requirement, the parties hereto shall cooperate in taking reasonable steps to minimize any Transfer Taxes.
Buyer and the. Company Group shall be liable for and indemnify the Seller Parties for all Taxes imposed on the Company Group (or for which the Company Group may otherwise be liable) for any taxable year or period that begins after the Closing Date and, with respect to that portion of a Straddle Tax Return relating to the Post-Closing Period. Buyer shall also indemnify and hold harmless the Seller Parties from and against all costs and expenses incurred by the Seller Group (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any Governmental Entity, for Taxes for which Buyer and the Company Group is required to indemnify the Seller Parties under this Article V.
Buyer and the. Buyer Subsidiaries maintain insurance of the types and in the amounts generally deemed adequate for their respective businesses against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect.
Buyer and the. Buyer Shareholders shall have executed the Shareholders Agreement in the form on Exhibit 5.15 hereto;
Buyer and the. Subject Companies shall not discontinue maintenance of the Subject Companies' books and records as a separate entity for purposes of calculating the Earn-Out Payment. Upon written request, the Earn-Out Payees shall be entitled to receive any financial statements of the Subject Companies prepared by Buyer during the Earn-Out Period. In the event of a Disposition Transaction (as hereinafter defined) the target amounts of the Earn-Out Payment shall be reduced by the Total Annual Net Sales of the Subject Company subject to the Disposition Transaction for the fiscal year immediately preceding the Disposition Transaction. Following any Disposition Transaction, Buyer shall be relieved of its obligation to maintain separate books and records for such Subject Company subject to the Disposition Transaction. For purposes of this Section 2.3(e), a "Disposition Transaction" shall mean any transaction or event by which: (i) Buyer sells or liquidates (other than to itself or a wholly-owned Subsidiary, subject to all of the restrictions of this Section 2.3(e)), or otherwise disposes of its ownership interest in any Subject Company (or sells all or substantially all of the assets of any Subject Company) during the Earn Out Period; or (ii) Buyer sells substantially all of its assets or is merged with another entity that does not assume the obligations to pay the Earn-Out Payment to the Earn-Out Payees as earned.
Buyer and the. Buyer Affiliate" (as hereinafter defined) are each treated as separate regarded entities for United States federal income tax purposes.
Buyer and the escrow agent designated in the Escrow Agreement shall be entitled to rely upon any document or other paper delivered by the Selling Parties Representative as (i) genuine and correct and (ii) having been duly signed or sent by the Selling Parties Representative, and neither Buyer nor such escrow agent shall be liable to either of the Shareholders or Seller for any action taken or omitted to be taken by Buyer or such escrow agent in such reliance.
