Liability for Taxes and Related Matters. (a) Sellers shall prepare or cause to be prepared all Tax Returns relating to the Transferred Assets for periods ending on or prior to the Closing Date.
Liability for Taxes and Related Matters. (a) Except to the extent of any amounts reserved for Taxes (other than reserves for deferred taxes, if any) on the Closing Statement, Parent and Seller shall be responsible for and indemnify and hold harmless Purchaser, against any and all liability (including reasonable fees for attorneys and other outside consultants incurred in contesting or otherwise in connection with any such liability as reasonably agreed to by Seller and parent) for (i) Taxes of the Subsidiaries for any Taxable year or period ending on or before the Closing Date, (ii) Taxes relating to the Purchased Assets for any Taxable year or period ending on or before the Closing Date, (iii) with respect to any Taxable year or period beginning before and ending after the Closing Date, Taxes of the Subsidiaries and Taxes relating to the Purchased Assets for the portion of such taxable period ending on and including the Closing Date, (iv) all income, franchise or similar Taxes measured by income or gain realized on the deemed sale of assets resulting, directly or indirectly, from the Elections, (v) all liability for income Taxes of Seller or any affiliate (other than liability for Income Taxes of the Subsidiaries arising out of a Post-closing Period) thereof arising from the application of Treasury Regulations ss. 1.1502-6 or any analogous state or local tax provision. Seller shall be entitled to all refunds with respect to Taxes for which Seller has responsibility hereunder, other than refunds resulting from carrybacks from taxable years beginning after the Closing Date.
Liability for Taxes and Related Matters. (a) Seller shall be liable for and shall indemnify Buyer and each Buyer Indemnified Person (as defined in Section 9.2 hereof) for all Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included any Company or any Company Subsidiary and Taxes resulting from any Company or any Company Subsidiary ceasing to be a member of any affiliated, combined or consolidated group of which such Company or such Company Subsidiary is now a member or attributable to the election to be made under Section 338(h)(10) of the Code and any state, local or foreign law equivalents) (i) imposed on any Company or any Company Subsidiary, or for which any Company or any Company Subsidiary may otherwise be liable, for any Pre- Closing Tax Period, including without limitation, any Taxes triggered by a dividend of shares pursuant to Section 5.9 of this Agreement, the dividends contemplated by Section 3.7(b) of this Agreement or pursuant to Section 338(h)(10) of the Code (and including any Taxes on Phase III income as a result of an election made under Section 338), provided that with respect to Taxes for Pre-Closing Tax Periods not reported on a consolidated, combined or unitary basis with Seller, Seller shall be obligated to indemnify Buyer and the Buyer Indemnified Persons only to the extent such Taxes are in excess of the respective Liability for such Taxes as set forth in the Financial Statements of the Companies and Company Subsidiaries as of December 31, 1999, (ii) imposed with respect to any corporation (other than any Company or any Company Subsidiary) that was a member of an affiliated, combined or consolidated group of which any Company or any Company Subsidiary was a member prior to the Closing Date, for any taxable year, or (iii) attributable to Seller's breach of any representation, warranty or covenant contained in Section 3.9 hereof or this Article VII of this Agreement, provided that Seller shall be obligated to indemnify Buyer and the Buyer Indemnified Persons for matters covered by the indemnity provisions of Section 7.11 hereof only to the extent provided in and pursuant to Section 7.11 hereof. Seller shall be entitled to any refund of Taxes of any Company or any Company Subsidiary (net of Taxes payable by such Company or such Company Subsidiary thereon) received in respect of any Pre-Closing Tax Period except to the ext...
Liability for Taxes and Related Matters. 62 SECTION 7.2 Tax Returns and Reports......................................64 SECTION 7.3
Liability for Taxes and Related Matters. (a) Seller will be liable for and indemnify Buyer for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Company and Taxes resulting from the Company ceasing to be a member of Seller’s Group) (i) imposed on Seller’s Group (other than the Company) for any taxable year and (ii) imposed on the Company or for which the Company may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date. Seller will also indemnify, defend and hold harmless Buyer from all costs and expenses incurred by Buyer (including reasonable attorneys’ fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Seller is required to indemnify Buyer under this Article V. Except as set forth in Section 5.1(e), Seller is entitled to any refund of Taxes of the Company received for such periods.
Liability for Taxes and Related Matters. 40 Section 5.2 Transfer Taxes.............................................. 45 Section 5.3 Information to be Provided by Buyer......................... 45 Section 5.4
Liability for Taxes and Related Matters. (a) VitalWorks shall prepare or cause to be prepared all Tax Returns relating to the Purchased Assets for periods ending on or prior to the Closing.
Liability for Taxes and Related Matters. 13 SECTION 6.2. Transfer Taxes..............................................17 SECTION 6.3. Information to be Provided by Key3Media.....................17
Liability for Taxes and Related Matters. (a) ---------------------------------------
Liability for Taxes and Related Matters. To the extent any liability for Taxes of any of RCC, 1020491 or ResMor Trust is adjusted subsequent to the Closing Date, Seller shall pay the additional liability or receive refunds related to such adjustments with respect to amounts attributable to the Shares related to all Tax periods ending on or prior to Closing. Notwithstanding any other provision in this Agreement, Purchaser shall be responsible for payment of Taxes of any of RCC, 1020491 or ResMor Trust that relate Tax periods commencing after Closing. Except as otherwise required by applicable Law, the parties agree that any changes to Taxes of any of RCC, 1020491 or ResMor Trust attributable to the Shares for all Tax periods prior to Closing shall be treated as a Purchase Price adjustment for income Tax purposes. If the Canadian tax authorities assess Purchaser, on the one hand, or Seller, on the other hand, for any amount in respect of Taxes of Purchaser or Seller under Section 160 of the Income Tax Act (Canada), the other party shall indemnify the assessed party for 50% of any such amount, and Purchaser and Seller shall cooperate in determining whether to contest any such assessment and the costs thereof shall be borne equally (50/50).
