Pre-Closing Taxes. Except as set forth in Section 5.03, Parent shall be responsible for (and shall indemnify the SpinCo Entities from and against) all Pre-Closing Taxes, including any Pre-Closing Taxes resulting from any audit, amendment, other change or adjustment, Taxes of the Consolidated Group, and Taxes reportable on a Tax Return described in Section 2.02(a) (to the extent allocated to Parent under Article IV). Any refund of Pre-Closing Taxes and such other Taxes for which Parent is responsible (whether by payment, credit, offset against other Taxes due or otherwise) shall be for the benefit of (and paid to) Parent.
Pre-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;
Pre-Closing Taxes. Seller shall be liable for all Taxes relating to or arising out of the Transferred Assets or the operation of the Programs imposed with respect to any taxable period ending on or before the Closing Date
Pre-Closing Taxes. Sears Holdings shall be responsible for (and shall indemnify the SHO Companies from and against) all Pre-Closing Taxes, including any Pre-Closing Taxes resulting from (i) any audit, amendment, other change or adjustment to the federal Tax liability of the Consolidated Group and (ii) any audit, amendment, other change or adjustment to a State Combined or Consolidated Return Tax liability with respect to any Pre-Closing Tax Period. Any refund of Pre-Closing Taxes (whether by payment, credit, offset against other Taxes due or otherwise) shall be for the benefit of (and paid to) Sears Holdings.
Pre-Closing Taxes. Seller shall, and Parent shall cause Seller to, timely prepare and file all Tax Returns for taxable periods ending on or before the Closing Date ("PRE-CLOSING TAX RETURNS"). Seller shall timely pay or cause to be paid all Taxes related to Pre-Closing Tax Returns ("PRE-CLOSING TAXES").
Pre-Closing Taxes. (a) Each of the NAI Contributed Entities shall continue to be included for all taxable periods (or portions thereof) ending on or before the Closing Date in the consolidated Federal income Tax Return and any required state or local consolidated or combined income or franchise Tax Returns of any affiliated group of which any of them is a member (each of which is herein referred to as a "Selling Affiliated Group") which Tax Returns include any of the NAI Contributed Entities (all such Tax Returns including taxable periods (or portions thereof) of the NAI Contributed Entities ending on or before the Closing Date are hereinafter referred to, collectively, as "Pre-Closing Consolidated Returns"). NAI shall cause its Selling Affiliated Groups to timely prepare and file (or cause to be prepared and filed) all Pre-Closing Consolidated Returns and shall timely pay all Taxes shown as due and payable on Pre-Closing Consolidated Returns (including any Taxes with respect to any deferred income triggered into income by Treasury Regulations (S) 1.1502-13 and Treasury Regulations (S) 1.1502-14 and any excess loss accounts taken into income under Treasury Regulations (S) 1.1502-19).
Pre-Closing Taxes. Sellers shall remain liable and shall jointly and severally indemnify and hold Purchaser Indemnified Parties harmless from and against any Loss attributable to (i) all Income Taxes (or the non-payment thereof) of or arising with respect to the Company for all Pre-Closing Tax Periods, (ii) any and all Income Taxes of any member of an Affiliated Group of which the Company is or was a member on or prior to the Closing Date and (iii) any and all Income Taxes of any Person imposed on either Company as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Income Taxes relate to an event or transaction occurring prior to the Closing Date. The Seller Representative (on behalf of the Sellers) shall reimburse Purchaser for any Taxes of the Company or other amounts that are the responsibility of Sellers pursuant to this Section 7.4(a) within fifteen (15) days after receiving notice from Purchaser that payment of such Taxes has either been made or will be made by Purchaser or the Company. If the Company, or Purchaser, receives (A) any actual cash refund of Taxes paid with respect to a Pre-Closing Tax Period that is not generated by the carryback of an item arising in a period after the Closing (a “Post-Closing Tax Period”) or (B) an abatement of or credit against Taxes attributable to a Pre-Closing Tax Period that results in an actual reduction of the cash Tax liability of the Company with respect to a Post-Closing Tax Period calculated by the difference between the Company’s cash Tax liability with respect to such Post-Closing Tax Period taking such abatement or credit into account and the Company’s cash Tax liability for such period without taking such abatement or credit into account, then the Company and or Purchaser shall promptly remit a cash payment to the Seller Representative in the amount of any such cash Tax refund or reduction in cash Tax liability for a Post-Closing Tax Period.
Pre-Closing Taxes. Sellers will prepare and timely file, or cause to be prepared and timely filed, (i) all Tax Returns of Sellers that include the Business or the Purchased Assets for all Tax periods (or portions thereof) ending on or prior to the day before the Closing Date and (ii) all Tax Returns of the Transferred Entities for any Tax period ending on or prior to the Closing Date, and shall pay all Taxes due for such Tax periods, including additional Taxes assessed after any subsequent Tax audit.
Pre-Closing Taxes. The term “Pre-Closing Taxes” shall have the meaning set forth in Section 7.5(c).
Pre-Closing Taxes. Contributor will prepare or cause to be prepared Tax Returns required to be filed by the Midstream Entities for any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) relating, in whole or in part, to Contributor Taxes. Acquirer will prepare all other Tax Returns required to be filed after the Closing Date by the Midstream Entities for any Pre-Closing Tax Period. Acquirer will cause such Tax Return to be filed timely with the appropriate Governmental Authority and will provide a copy to Contributor. Acquirer will timely pay or cause to be paid all Taxes shown as due on such Tax Return. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for any Pre-Closing Tax Period, Contributor will pay to (or at the direction of) Acquirer the amount of any Taxes shown as due on such Tax Return that are Contributor Taxes, to the extent such amount exceeds the amount taken into account as a Current Liability in the calculation of Final Working Capital.
