Tax Periods Ending on or before Closing Date. The Seller will prepare or cause to be prepared and file or cause to be filed all Tax Returns and pay all Taxes for the Acquired Companies for all periods ending on or prior to the Closing Date that are filed after the Closing Date. The Seller will permit the Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Tax Periods Ending on or before Closing Date. The Purchaser 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 on or prior to the Closing Date that are filed after the Closing Date. The Purchaser shall permit the Stockholder to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by applicable law, the Stockholder shall include any income, gain, loss, deduction or other tax items for such periods on his Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to the Stockholder for such periods.
Tax Periods Ending on or before Closing Date. Buyer shall cause Company to 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 that are filed after the Closing Date on a basis consistent with the Company’s historic practice. To the extent provided by applicable Law, Sellers shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to Sellers for such periods.
Tax Periods Ending on or before Closing Date. The Equityholders 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 on or prior to the Closing Date which are filed after the Closing Date. The Equityholders shall permit the Company to review and shall incorporate any comments provided by the Company on each such Tax Return described in the preceding sentence prior to filing. Failure of the Equityholders to incorporate any comments of Company shall be deemed to be a Tax Claim within the meaning of Sections 8.12 or 8.13, as appropriate, and shall be resolved in accordance with the provisions therein. To the extent permitted by applicable law, the Equityholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns.
Tax Periods Ending on or before Closing Date. (a) Xxxx shall be responsible (and shall indemnify and hold the Acquired Entities and ITOCHU harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Xxxx whenever arising (other than Taxes for which ITOCHU is liable pursuant to the second sentence of this paragraph), (ii) Taxes of the Acquired Entities, the Business, the DAL IP and the DPF IP, in each case for all taxable periods ending on or before the Closing Date, and Taxes of the Acquired Entities, the Business, the DAL IP and the DPF IP, in each case for all periods that begin before and end after the Closing Date (“Straddle Periods”), to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Date (such periods being referred to as, the “Pre-Closing Tax Periods”); provided that Xxxx shall not be required to indemnify ITOCHU for any Taxes resulting from any transaction outside the Ordinary Course of Business undertaken on the Closing Date after the Closing, and (iii) Taxes arising as a result of the transactions contemplated by Section 5.2. ITOCHU shall be responsible for all Taxes of the Acquired Entities (other than as set forth in the preceding sentence) for all taxable periods (or, with respect to Straddle Periods, any portion thereof) beginning after the Closing Date (the “Post-Closing Tax Period”).
Tax Periods Ending on or before Closing Date. Natus 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 that are filed after the Closing Date. To the extent permitted by applicable law, Selling Shareholder shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the records or schedules furnished by the Company to such Selling Shareholder for such periods.
Tax Periods Ending on or before Closing Date. The Shareholders shall timely prepare or cause to be prepared and file or cause to be filed all tax returns for the Company for the periods 1999 to the Closing Date; provided, however, that, for the avoidance of doubt, it is agreed that liability for the amount of the taxes due with respect to such periods shall remain with the Company.
Tax Periods Ending on or before Closing Date. MainSource shall prepare or cause to be prepared and file or cause to be filed all tax returns for Peoples and its subsidiaries for all periods ending on or prior to the date of Closing which are filed after the date of Closing ("Pre-Closing Tax Returns"). MainSource shall permit Sallee & Company, Inc., as representative of the shareholders of Peoplxx (xxe "Representative") to review and comment on each such Pre-Closing Tax Return and MainSource shall make or cause to be made such revisions to such Pre-Closing Tax Returns as are reasonably requested by the Representative.
Tax Periods Ending on or before Closing Date. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Corporation for all periods ending on or prior to the Closing Date that are filed after the Closing Date. With respect to Corporation’s short-year income Tax Return, Purchaser and Seller Representatives shall mutually agree to such return prior to filing, provided that any comments to such return submitted by Seller Representatives are permitted by law. If Purchaser and Seller Representatives are unable to mutually agree on such return, then the Parties shall refer any dispute to an independent national accounting firm, whose decision shall be binding on both Parties. To the extent permitted by applicable law, Purchaser shall report on the Corporation’s short-year income Tax Return and allocate to the Sellers individual K-1s the compensation deduction attributable to the exercise of Sellers’ options. Further, to the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other Tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1’s furnished by Corporation to Sellers for such periods.
Tax Periods Ending on or before Closing Date. Sellers’ Representative shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Group for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Sellers shall deliver to Buyer for Buyer’s review and comment a copy of each such Tax Return at least twenty (20) days prior to the due date for the filing of such Tax Return (taking into account any extension). Sellers’ Representative shall make such revisions to such Tax Returns as are reasonably requested by Buyer and received by Sellers’ Representative at least five (5) days prior to the due date for the filing of such Tax Returns, subject to Sellers’ approval (which shall not be unreasonably withheld).
