Tax Returns Through Closing Clause Samples

Tax Returns Through Closing. Seller shall prepare and file on a timely basis all reports and returns of Taxes relating to the Assets or the Business with respect to all periods through and including the Closing Date and shall pay or cause to be paid when due all Taxes relating to the Assets or the Business for such periods, including any interest, additions to tax or penalties thereon together with interest on such additions to tax or penalties. Upon request, Seller shall deliver to Purchaser copies of all historical records relating to such Taxes. Seller shall be entitled to receive any tax refund to which the Seller may be entitled in respect of any period prior to, through and including the Closing Date.

Tax Returns Through Closing. The Journal Register Parties and Purchaser shall each prepare and file on a timely basis all federal, state, county, local and foreign Tax Returns relating to the Suburban Journals and their operation and the SLSJ Assets as such party is required to file by applicable law. Journal Register shall be responsible for preparing any Tax Return for The ▇▇▇▇▇ News, Inc. in respect of a period ended on or before the Closing Date but not due to be filed until after the Closing Date. In the case of Tax Returns and the payment of Taxes for The ▇▇▇▇▇ News, Inc. in respect of any period beginning before and ending after the Closing Date, Purchaser shall prepare or cause to be prepared and file or cause to be filed such Tax Return and shall pay or cause to be paid when due all Taxes in respect of such period; provided, however, that Journal Register shall pay to Purchaser, within ten (10) days after Purchaser's written request therefor, an amount equal to the portion of such Taxes which relates to the portion of such period ending on the Closing Date to the extent such portion is 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) of The ▇▇▇▇▇ News, Inc. which is taken into account for purposes of determining the Closing Date Working Capital Amount pursuant to Section 14. If Journal Register and Purchaser do not agree on the Taxes Journal Register is required to pay in respect of a period beginning before and ending after the Closing Date, Purchaser and Journal Register shall select a national accounting firm to make the final determination of the Taxes owed by Journal Register. If Journal Register and Purchaser do not agree on a national accounting firm, each shall select a national accounting firm and the national accounting firms shall select a third national accounting firm which is not engaged and has not been engaged for the prior two years by either Purchaser or Journal Register or any of their affiliates. The third national accounting firm shall make the final determination. The costs for the accounting firms shall be borne by the party whose determination of the amount of Taxes owed by Journal Register in respect of a period beginning before and ending after the Closing Date deviates more from the final determination of the third national accounting firm. For purposes of this Section 16.1, in the case of any Taxes payable for a period which includes (bu...

Tax Returns Through Closing. Seller shall prepare and file on a --------------------------- timely basis all reports and returns of Taxes relating to the Assets or the Business with respect to all periods through and including the Closing Date and shall pay or cause to be paid when due all Taxes relating to the Assets or the Business for such periods, including any interest, additions to tax or penalties thereon together with interest on such additions to tax or penalties. Seller shall be entitled to receive any tax refund to which the Seller may be entitled in respect of any period prior to, through and including the Closing Date.