Tax Periods. With respect to any Taxes for any taxable period that includes but does not end as of the Closing Date, the amount of Taxes subject to indemnification hereunder shall be calculated as if such taxable period ended as of the close of business on the Closing Date, except that property Taxes calculated on an annual basis shall be prorated based on the number of days in the annual period elapsed through the Closing Date compared to the number of days in the annual period elapsing after the Closing Date.
Tax Periods. For purposes of this Agreement, if the Company is permitted but not required under applicable state, local, or foreign Tax Laws to treat the end of the Closing Date as the last day of a taxable period with respect to any Tax, then the Parties shall treat that day as the last day of a taxable period. The Parties acknowledge that, for federal and applicable state and local income and franchise tax purposes, pursuant to Treasury Regulations Section 1.1362-3(b)(3), the Company’s items of income, gain, loss, deduction and credit will not be allocated pro rata and will be allocated to each short taxable year resulting from the transaction on the basis of the Company’s method of accounting during each short taxable year as determined under Section 446 of the Code. In the event Treasury Regulations Section 1.1362-3(b)(3) is for any reason not applicable, the Sellers and the Purchaser agree to make all necessary elections to apply the “closing of the books” method for allocating items between the short years. For purposes of this Agreement, in the case of any Tax (other than Property Taxes) for a Straddle Period for which an election is not available to terminate the tax year or apply a “closing of the books” method as of the Closing Date, such Taxes shall be allocated between the Pre-Closing Period and the balance of the period based on a closing of the books as of the end of the Closing Date. Property Taxes shall be allocated in accordance with Section 4.5.
Tax Periods. For purposes of this Agreement, (a) “Stub Tax Period” means the period (including all prior Taxable years) ending on the Closing Date, and (b) “Straddle Tax Period” means a taxable period that begins before and ends after the Closing Date.
Tax Periods. Ending On or Before the Closing Date; Tax Sharing Payment..........................45 11.2. Tax Periods Beginning Before and Ending After the Closing Date.................................46 11.3. Tax Periods Beginning After the Closing Date...................................................46 11.4. Tax Refunds and Credits........................................................................46 11.5. Proposed Tax Assessments; Contest..............................................................47 11.6.
Tax Periods. Ending on or before the Closing Date. To the extent not filed prior hereto, Sellers shall prepare or cause to be prepared, in accordance with Applicable Law and consistent with past practice, each Tax Return required to be filed with respect to an Acquired Company for a Pre-Closing Tax Period. At least 20 days prior to the date on which any such Tax Return is due (after taking into account any valid extension), Sellers shall deliver such Tax Return to Purchaser. No later than five days prior to the date on which such Tax Return for a Pre-Closing Tax Period is due (after taking into account any valid extension), Purchaser, after reasonable consultation with Sellers, may make reasonable changes and revisions to such Tax Return. Sellers shall not file such Tax Return without the consent of the Purchaser, which shall not be unreasonably withheld, conditioned or delayed. To the extent not filed prior hereto, Sellers shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Pre-Closing Tax Period. Pursuant to Article 10, but without limiting any of the Purchaser’s rights under Article 10, Purchaser may recover any Taxes relating to each such Tax Return to the extent not accounted for in the determination of the payment pursuant to this Agreement.
Tax Periods. Ending Immediately Prior to the Effective Time. ---------------------------------------------------------- Subject to approval by the Stockholder Agent, Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries for all periods ending prior to the Effective Time which are filed after the Closing Date. Buyer shall permit the Stockholder Agent and its representatives to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Stockholders shall reimburse Buyer for Taxes, if any, of the Company and its Subsidiaries with respect to such periods within fifteen (15) days after payment by Buyer or the Company and its Subsidiaries of such Taxes to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. To the extent any such Tax Return results in a Tax refund or credit to Buyer in excess of any Tax asset reflected on the face of the Closing Balance Sheet, upon receipt of such excess amount of Tax refund or credit, Buyer shall pay such excess amount to the Stockholders in the following manner: (i) issue to each Stockholder additional shares of Buyer Common Stock having a value equal to 50% of the amount of such excess amount of Tax refund or credit based on each such Stockholder's Pro Rata Percentage and (ii) deliver to each Stockholder that elected Cash Merger Consideration pursuant to Section 2.8(a)(ii), immediately available funds in the amount of 50% of such excess amount of Tax refund or credit based on each such Stockholder's Pro Rata Percentage or issue to each Stockholder that elected Debenture Merger Consideration pursuant to Section 2.8(a)(ii), Debentures in the amount of 50% of such excess amount of Tax refund or credit based on each such Stockholder's Pro Rata Percentage. Buyer shall not file any amended Tax Return or accept the amendment of any Tax Return without the consent of the Stockholder Agent.
Tax Periods. To the extent permissible but not required pursuant to applicable Law, the parties shall cooperate to cause the HVDH Companies to take all steps as are or may be reasonably necessary (including the filing of elections or returns with applicable Taxing Authorities) to cause such period to end on the Closing Date, or as soon thereafter as is reasonably practicable.
Tax Periods. All such Tax Returns shall be prepared in a manner consistent with past practice (unless otherwise required by applicable Law) and shall be submitted to Parent (together with any relevant workpapers and supporting documentation) for its review and comment at least ten (10) Business Days (or, in the case of Tax Returns for any non-Income Tax, at least five (5) Business Days) prior to the due date (including any applicable extension) for filing such Tax Return. Nutra and Buyer shall consider in good faith and incorporate any reasonable comments timely received from Parent and shall not file any such Tax Return without the written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed. Subject to Section 7.06, Nutra shall pay all Taxes shown as due on any Tax Return for any Straddle Tax Period in accordance with Law, provided that Parent shall reimburse Nutra for the portion of such Taxes allocable to the Pre-Closing Tax Period ten (10) days prior to the due date for paying such Taxes.
Tax Periods. Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date, other than any Tax Return for the Company under which the Company is a member of the Seller Group, in which case the Seller shall prepare or cause to be prepared and file or cause to be filed such Tax Return. Buyer shall permit Seller to review and comment on each Tax Return it prepares and files described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller. Seller shall reimburse Buyer for Taxes of the Company with respect to such periods within fifteen (15) days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Final Closing Balance Sheet. In the event that the amount of Tax owed is different from that initially indicated by the Company, appropriate adjustments shall be made to compensate for such discrepancy.
Tax Periods. Ending on or Before the Effective Date. Sellers shall -------------------------------------------------- prepare or cause to be prepared and file or cause to be filed all Tax Retums for the Company for all periods ending on or prior to the Effective Date which are filed after the Closing. Sellers shall permit Company to review and comment on each such Tax Retum described in the preceding sentence prior to filing. Sellers shall reimburse Buyer for Taxes of the Company with respect to such periods within fifteen (15) days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet or incurred in the ordinary course of business since that date.
