Closing Taxes. “Pre-Closing Taxes” shall mean (a) any and all Taxes of the Company attributable to, with respect to, or otherwise relating to any taxable period ending on or prior to the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non- U.S. Legal Requirement, (c) any and all Taxes of any Person imposed on the Company as a transferee or successor, by Contract or pursuant to any Legal Requirement, which Taxes relate to an event or transaction occurring before the Closing, and (d) the Company Indemnitors’ share of any Transfer Taxes pursuant to Section 5.8. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period shall 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 in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Closing Taxes. In the case of Returns prepared by the Buyer that include any Pre-Closing Taxes or any amounts attributable to a Pre-Closing Tax Period, the Buyer shall deliver to the Seller such Returns, together with the calculation of Pre-Closing Taxes (including Pre-Closing Straddle Period Taxes), the Buyer determines to be due from the Seller, no less than 20 days prior to the applicable filing deadline (taking into account
Closing Taxes. Sellers shall pay to Buyer within thirty (30) days of when due an amount equal to the Straddle Period Pre-Closing Taxes due with respect to any such Straddle Period Returns filed by such Acquired Company (after taking into account any estimated Taxes paid prior to the Closing and legally credited to such Acquired Company).
Closing Taxes. If the Adjusted Pre-Closing Taxes exceed the Estimated Pre-Closing Taxes, such excess may be offset against any payment by Parent, Purchaser or the Escrow Agent for the benefit of the Sellers pursuant to Section 2.6(d)(iii), and any excess remaining thereafter shall be released to Parent from the Working Capital Escrow Fund or the Escrow Fund. If the Estimated Pre-Closing Taxes exceed the Adjusted Pre-Closing Taxes, such excess shall be placed in the Escrow Fund, and shall be governed by the terms of Section 8.7 of this Agreement.
Closing Taxes. For purposes of this Agreement, "Pre-Closing Taxes" shall mean, except to the extent included in the determination of Adjusted Net Assets, (a) all liability for Taxes of the Company for Pre-Closing Tax Periods; (b) all liability for Taxes described in Section 6.1; (c) all liability attributable to any misrepresentation or breach of warranty made by the Seller in Section 3.23 of this Agreement; (d) all liability for Taxes attributable to any failure to comply with any of the covenants or agreements of the Seller or the Company under this Agreement; and (e) all liability for Taxes of any other person pursuant to any contractual agreement entered into on or before the Closing Date; Any claim or liability resulting from or in connection with the Seller's (or any of Seller's Affiliate's) breach, and not any portion of such claim or liability which relates to a breach by the Company, of that certain Settlement and Release Agreement, dated April 18, 2003, among Imageline, Inc., Xxxxxx Xxxxxxx, the Seller and the Company; Any claim or liability resulting from or in connection with the Seller having failed to obtain, prior to the Closing Date, the approval of its shareholders for any of the transactions contemplated by this Agreement or any other Transaction Document; For a period of six years after the Closing Date, any claim or liability resulting from or in connection with (i) the Pre-Closing Merger (including but not limited to any claim by an actual or alleged holder, other than the Seller, of an equity interest in NewCo or the Company) or (ii) a breach of any of the representations contained in Section 3.3; Any claim or liability resulting from or in connection with the Seller's or the Company's breach, prior to the Closing Date, of the terms of any Software license agreement or the Seller's or the Company's failure to obtain a license for the Company's use of Software prior to the Closing Date; or Seller's failure to pay when due and payable that certain Promissory Note, dated April 18, 2003, made by the Seller and the Company in principal amount of $178,250 held by Imageline, Inc. or its assigns.
Closing Taxes. “Pre-Closing Taxes” shall mean all Taxes of the Company for all Pre-Closing Tax Periods.
Closing Taxes. “Pre-Closing Taxes” shall mean any Taxes of each of the Subsidiaries relating or attributable to any Pre-Closing Tax Period, including any Taxes attributable to or arising from the transactions contemplated by this Agreement. For this purpose, in the case of Taxes based on income, sales, proceeds, profits, receipts, wages, compensation or similar items and all other Taxes that are not imposed on a periodic basis, the amount of such Taxes that have accrued through the Closing Date for a Straddle Tax Period shall be deemed to be the amount that would be payable if the taxable year or period ended at the end of the day on the Closing Date based on an interim closing of the books, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated on a per diem basis. In the case of any Taxes that are imposed on a periodic basis for a Straddle Tax Period, the amount of such Taxes that have accrued through the Closing Date shall be the amount of such Taxes for the relevant period multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of the period up to and including the Closing Date and the denominator of which shall be the number of calendar days in the entire period.
Closing Taxes. Notwithstanding anything in this Agreement to the contrary, Principal shall have no obligation to indemnify any Buyer Indemnified Party pursuant to this Section 9.02 or otherwise unless Principal is found to have committed fraud.
Closing Taxes. Seller shall be solely responsible for all ----------------- income, sales, use, personal property and other taxes which are attributable to the operation of the Business for periods ending on or prior to the Closing Date, regardless of whether such taxes are due and payable after the Closing Date, and similarly shall be entitled to any tax refunds with respect thereto. Real property taxes assessed in 1997 against any real property included in the Purchased Assets shall be prorated by Seller and Buyer based on the number of days of their respective ownership of such property in 1997.
Closing Taxes. Seller shall pay to Buyer within thirty (30) days of when due an amount equal to the Straddle Period Pre-Closing Taxes due with respect to any such Straddle Period Returns filed by the Company (after taking into account any estimated Taxes paid prior to the Closing and legally credited to the Company) ; provided, however, that Buyer shall repay or cause to be repaid to Seller any amounts paid by Seller if and to the extent such paid Straddle Period Pre-Closing Taxes are reduced in a final and non-appealable assessment of the relevant Tax.
