Tax Periods Beginning Before and Ending After the Closing Date Sample Clauses

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.
Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date.
Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser shall prepare, or cause to be prepared, consistent with past practice to the extent consistent with existing law, and file, or cause to be filed, all Tax Returns of the Company and its Subsidiaries for Tax periods which begin on or before the Closing Date and end after the Closing Date (each a “Straddle Period”). With respect to any such Tax Returns, the Seller shall be obligated to pay to the Purchaser, within 5 days following any demand by the Purchaser, but no earlier than 2 Business Days prior to the applicable due date (taking into account valid extensions of time within which to file), an amount equal to the portion of such Taxes which relates to the Pre-Closing Period portion of each such Straddle Period (as determined pursuant to Section 6.9(c)), except to the extent that such portion of such Taxes was taken into account as a current liability that actually reduced Final Net Working Capital. The Purchaser shall permit the Seller to review and comment upon such Tax Returns at least 15 days prior to the filing due date, the Purchaser shall take into account in good faith any comments provided by the Seller and the Purchaser shall not file such Tax Returns without the consent of the Seller, which consent shall not be unreasonably withheld or delayed it being understood that failure to raise objection to such Tax Returns within 10 days of receipt of the applicable Tax Return shall be deemed consent.
Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the LLCs for Tax periods which begin before the Closing Date and end after the Closing Date. Seller shall pay to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on the Closing Date.
Tax Periods Beginning Before and Ending After the Closing Date. (i) FAAC shall prepare or cause to be prepared and file or cause to be filed, on a basis reasonably consistent with past practice, any Tax Returns of the Companies for Tax periods that begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each a “Straddle Period”). FAAC shall permit the MembersRepresentative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and FAAC shall make all changes reasonably requested by the Companies in good faith (unless FAAC is (A) advised in writing by its independent outside accountants or attorneys that such changes are contrary to applicable Law or (B) will, or are likely to, have a material adverse effect on FAAC or any of its Affiliates (provided that FAAC agrees to make any such changes notwithstanding the application of this clause (B) if the changes are consistent with applicable Law and past practices of the Companies)). Within fifteen (15) days after the date on which FAAC pays any Taxes of the Companies with respect to any Straddle Period, the Members shall, to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheets (and specifically reflected in the Closing Net Working Capital), pay to FAAC the amount of such Taxes that relates to the portion of such Straddle Period ending on the Closing Date (the “Pre-Closing Tax Period”). In the event that the Members for any reason fail to make the payment contemplated in the previous sentence, then FAAC may bring an indemnification claim under ARTICLE IX.
Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for the Purchaser determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). The Purchaser shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. The Seller shall reimburse the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on the Closing Date, except to the extent that such Taxes are included in the calculation of Closing Working Capital. For purposes of the preceding sentence, Taxes shall be allocated in the manner set forth in Section 6.10(h).
Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser shall prepare or cause to be prepared, and timely file or cause to be timely filed, any Tax Returns of the Acquired Companies for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Periods”).
Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Falcon Companies for Tax periods which begin before the Closing Date and end after the Closing Date. Such Tax Returns shall be prepared in accordance with each Falcon Company's past custom and practice but, except as otherwise provided in this Agreement, allocations of items of income and gain and loss and deduction shall be made using the closing-of-the-books method. In preparing such Tax Returns, Buyer shall consult with FHGLP in good faith and shall provide FHGLP with drafts of such Tax Returns (together with the relevant back-up information) for review at least ten days prior to filing.
Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Any such Tax Returns prepared by Buyer shall, to the extent permitted by applicable Tax law, be prepared on a basis consistent with the last previous Tax Returns filed in respect of Company, as the case may be. Buyer shall permit Seller to review and comment on such Tax Returns at least thirty (30) days prior to filing. In the event of any disagreement between Buyer and Seller regarding items set forth on the Tax Returns described in this Section 5.15(a)(ii), Buyer and Seller shall, in good faith, use their best efforts to agree on such items. Seller shall pay to Buyer, within five days following any demand by Buyer, with respect to such Tax Returns, an amount equal to the portion of such Taxes shown to be due on such Tax Returns (as agreed upon by Buyer and Seller) which relates to the portion of such taxable period ending on the Closing Date (as determined pursuant to Section 5.15(c) hereof).
Tax Periods Beginning Before and Ending After the Closing Date. The Buyer will prepare and file, or cause to be prepared and filed, any Tax Returns for the Company for tax periods beginning before and ending after the Closing Date. If requested by Sellers, the Buyer will permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer and the Company will pay all Taxes on such Tax Returns related to the Pre‑Closing Tax Period.