Pre-Closing Tax Obligations Sample Clauses

Pre-Closing Tax Obligations. For the avoidance of doubt, unless otherwise jointly agreed to by the Purchaser and the Sellers’ Representative, (i) the accounting firm shall not review the Pre-Closing Tax Obligations; and (ii) the Purchaser and the Sellers’ Representative shall negotiate in good faith to resolve any dispute as to the Pre-Closing Tax Obligations. In the event that after good faith negotiations the Purchaser and the Sellers’ Representative cannot agree, then the Purchase Price shall be adjusted by the amounts or items that are not disputed, and any remaining adjustments attributable to any disputed item shall be made based on, and determined at the time, the Tax Returns that include the Pre-Closing Tax Obligations relating to the disputed items are filed; provided, however, that the Pre-Closing Tax Obligations shall not be deemed final until the expiration of the statute of limitations period applicable to the matters covered thereby and, for avoidance of doubt, any amount of the Pre-Closing Tax Obligations that shall not have been deducted for purposes of determining the Purchase Price pursuant to this Article II shall be subject to indemnification Article VIII.
Sample 1
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Pre-Closing Tax Obligations. Each Seller shall (and shall procure that each and every of their Affiliates) comply with all of their applicable Tax obligations in respect of the Azur Acquisition and the Pre-Closing Reorganization (and any and all the transactions undertaken for that purpose and in that context) and, in particular, duly and timely proceed with all the formalities and fill all the Tax Returns required under the Applicable Tax Laws and pay any and all Taxes due to any Governmental Authority by it (and/or each and every of their Affiliates) or by any of Azur, the Companies or the Target Companies so that neither the Purchaser, nor any of its Affiliates, including in particular any of the Target Companies has any liability whatsoever in respect of any Tax due pursuant to the Azur Acquisition or to all or part of the Pre-Closing Reorganization.
Sample 1
Pre-Closing Tax Obligations. Greenhill shall pay or cause to be paid all Pre-Closing Taxes, other than Transfer Taxes (as defined below), and Newco or Newco Holdco shall pay or cause to be paid all Taxes of the Newco Group other than Pre-Closing Taxes.
Sample 1

Related to Pre-Closing Tax Obligations

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Pre-Closing Actions 6.1. Between the Execution Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Companies and the Seller shall:

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • Buyer's Closing Obligations At the Closing, Buyer shall:

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