Tax Returns; Pre-Closing Date Periods Sample Clauses

Tax Returns; Pre-Closing Date Periods. Buyer shall be responsible for preparing and filing, or causing the Company to prepare and file, all Tax Returns of the Company required to be filed after the Closing Date. The Stockholders shall pay to Buyer within five (5) days after the date on which Taxes are paid with respect to periods beginning before the Closing Date and ending on or after the Closing Date an amount equal to the portion of those Taxes that relates to the portion of the taxable period ending on the Closing Date (if that amount exceeds the Company's tax reserve therefor on the Closing Date Balance Sheet). For purposes of this Agreement, in the case of any period that begins before the Closing Date and ends after the Closing Date, any tax based directly or indirectly on gross or net income or receipts or imposed in respect of specific transactions, and any credits available with respect to any Tax, shall be allocated by assuming that the taxable period ended on the Closing Date, and any other tax (including any real, personal or intangible property tax) shall be allocated based on the number of days in the taxable period ending on the Closing Date divided by the total number of days in the taxable period.