Common use of Tax Periods Beginning Before and Ending After the Closing Date Clause in Contracts

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods that begin on or before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Synthetic Biologics, Inc.)

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Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders Company shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company and all Subsidiaries for Tax taxable periods that which begin on or before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cold Spring Capital Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders shall cause the Company to Buyer will prepare and file, or cause to be prepared and timely file or cause to be timely filed filed, any Tax Returns of for the Company Company’s for Tax tax periods that begin on or beginning before and ending after the Closing Date Date. If requested by Seller, the Buyer will permit the Seller to review and end comment on each such Tax Return described in the preceding sentence prior to filing. Seller shall be responsible for all Taxes relating to the Pre-Closing tax periods. The Buyer shall be responsible for all Taxes for tax periods ending after the Closing Date.

Appears in 1 contract

Samples: Member Unit Purchase Agreement (Alpine 4 Technologies Ltd.)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders Buyer shall cause the Company to prepare prepare, or cause to be prepared prepared, and timely file file, or cause to be timely filed any filed, all Tax Returns of the Company Acquired Companies and the Subsidiaries of the Acquired Companies for Tax periods that which begin on or before the Closing Date and end after the Closing Date. Buyer shall permit Sellers to review and comment upon such Tax Returns.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mandalay Media, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders Acquiror shall cause the Company to prepare or cause to be prepared prepared, and timely file or cause to be timely filed filed, any income Tax Returns of the Companies and the Company Subsidiaries for Tax tax periods that begin on or before the Closing Date and end after the Closing Date. Stockholder shall pay to Acquiror within ten (10) days after the date on which income Taxes are paid with respect to such periods an amount equal to the portion of such income Taxes which relates to the portion of such taxable period ending on the Closing Date.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Krug International Corp)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders Purchaser shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods that begin on or before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”). Any such Tax Returns shall be prepared in a manner consistent with the Company’s prior practice (except where necessary to comply with applicable Law).

Appears in 1 contract

Samples: Share Purchase Agreement (Sorrento Therapeutics, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders Company or the Purchaser shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods that begin on or before the Closing Date and end after the Closing Date. The Sellers shall be allocated and pay such Taxes that relate to the portion of the Taxes related to periods prior to Effective Time. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Mesa Energy Holdings, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders shall cause the Company to Buyer will prepare and file, or cause to be prepared and timely file or cause to be timely filed filed, any Tax Returns of for the Company Companies for Tax tax periods that begin on or beginning before and ending after the Closing Date Date. If requested by Sellers, the Buyer will permit the Sellers to review and end comment on each such Tax Return described in the preceding sentence prior to filing. Sellers shall be responsible for all Taxes relating to the Pre-Closing tax periods. The Buyer shall be responsible for all Taxes for tax periods ending after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alpine 4 Technologies Ltd.)

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Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders Buyer shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company Companies and each of the Subsidiaries for Tax periods that which begin on or before the Closing Date and end after the Closing Date. The Companies and each of the Subsidiaries will promptly pay the Taxes with respect to such periods.

Appears in 1 contract

Samples: Stock Purchase Agreement (Noble International LTD)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders Purchaser shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company Companies for Tax tax periods that which begin on or before the Closing Date and end after the Closing Date. Except as otherwise required by applicable law, such Tax Returns shall be prepared in a manner not in conflict with Tax Returns prepared and filed prior to the Closing Date. The Purchaser shall permit the Shareholders to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Purchase Agreement (VWR Scientific Products Corp)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders shall cause the Company to Buyer will prepare and file, or cause to be prepared and timely file or cause to be timely filed filed, any Tax Returns of for the Company for Tax tax periods that begin on or beginning before the Closing Date and end ending after the Closing Date. The Buyer will permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Sellers will pay, reimburse and indemnify the Buyer and Company for Taxes on such Tax Returns related to the Pre-Closing Tax Period (determined in accordance with Section 9.1(b)) in accordance with Section 9.1(a).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Alpine 4 Automotive Technologies Ltd.)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders Buyer shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods that which begin on or before the Closing Date and end after the Closing Date. Buyer shall permit the Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence to the extent it relates to periods prior to the Closing prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commerce Planet)

Tax Periods Beginning Before and Ending After the Closing Date. The Shareholders Buyer shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company Companies for Tax periods that begin on or before the Closing Date and end after the Closing Date. Buyer shall provide Shareholder Representative with summary calculations and results which shall appear in such Tax Returns for Shareholder Representative’s review and approval at least thirty (30) days prior to the due date for filing the Tax Returns which shall include such information, and Buyer will incorporate any reasonable and lawful comments thereto.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Zenvia Inc.)

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