Taxable Periods Ending On or Before the Closing Date. Seller shall be responsible for filing all Tax Returns required to be filed by or with respect to Seller for any taxable year or taxable period ending on or before the Closing Date and shall be liable for all Taxes for any taxable year or period ending on or before the Closing Date which are due and payable by Seller or with respect to the Acquired Assets or Assumed Liabilities.
Taxable Periods Ending On or Before the Closing Date. Buyer shall prepare and timely file, or shall cause, as applicable, Holdings, the Company and Company’s Subsidiaries to prepare and timely file, all Tax Returns for all taxable periods ending on or prior to the Closing Date that either are required to be filed for Holdings, the Company and/or Company’s Subsidiaries after the Closing Date or that Sellers reasonably request to be filed (including amended Tax Returns) after the Closing Date. Buyer shall pay or cause to be paid with such Tax Returns all Taxes due in connection therewith, subject to Section 10.2(e). Buyer and Sellers agree that all such Tax Returns shall be filed in a manner consistent with prior Tax Returns filed, as applicable, by Holdings, the Company or any of Company’s Subsidiaries, unless and to the extent otherwise required by applicable law. At least ten (10) business days prior to the date that each such Tax Return is due, Buyer shall provide or cause to be provided to a representative designated by Sellers’ Representative each such Tax Return. If Sellers’ Representative shall have any proposed revisions to any such Tax Return, Sellers’ Representative shall provide such revisions to Buyer at least five (5) business days prior to the date that such Tax Return is due. Buyer shall consider all such revisions in good faith and, if Buyer and Sellers’ Representative shall not agree as to whether any such revision shall be made, Buyer and Sellers’ Representative shall submit such proposed revision to a mutually-acceptable public accounting firm for final determination, whose decision shall be binding on Buyer, Sellers and ACAS.
Taxable Periods Ending On or Before the Closing Date. Seller shall be liable for, and shall indemnify and hold Buyer harmless against, all Taxes (as defined in Section 8.1(c)) due or payable by the Company for any taxable year or taxable period ending on or before the Closing Date, but in the case of Taxes other than U.S. federal, state and local income taxes only to the extent that the amount of such Taxes exceeds the amount reserved therefor on the applicable Financial Statements.
Taxable Periods Ending On or Before the Closing Date. The ---------------------------------------------------- Shareholder shall be liable for, and shall indemnify and hold Buyer and the Company harmless against, all Taxes (other than Taxes which result from actions precipitated by Buyer) for any taxable year or taxable period ending on or before the Closing Date due or payable by the Company (including any liability that arises because the Company ceases on the Closing Date to be a member of a group filing consolidated, combined or unitary Tax Returns) or with respect to the income of any member of the Shareholder's consolidated group (other than the Company) for any year in which the Company was a member of such group.
Taxable Periods Ending On or Before the Closing Date. Seller shall prepare, or cause to be prepared and file or cause to be filed, all Tax Returns for the Acquired Subsidiary for all taxable periods ending on or prior to the Closing Date which are filed after the Closing Date (excluding any income and franchise Tax Returns with respect to periods for which the operations of the Acquired Subsidiary are included in the consolidated, unitary or combined income Tax Returns of Seller or its Affiliates, for which Seller will bear sole responsibility for the preparation, filing and payment of all Taxes with respect thereto). Seller shall permit Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller shall pay for Taxes of the Acquired Subsidiary with respect to such periods when such Taxes are due and payable. Seller shall be entitled to all tax refunds for the Acquired Subsidiary for all taxable periods ending on or prior to the Closing Date (except to the extent such refunds result from losses arising after the Closing Date), and Purchaser shall, and shall cause its Affiliates to, at Seller's request and sole cost, file for such refunds and fully cooperate to obtain the same. Purchaser shall pay Seller any such refund amounts to which Seller is entitled pursuant to this Section 5.10(a) within five (5) days of Purchaser's receipt of the same.
Taxable Periods Ending On or Before the Closing Date. With respect to taxable periods of the Company ending on or before the Closing Date, Seller shall prepare and file returns for and shall be responsible for the payment of any state, local or foreign income taxes of the Company not paid prior to the Closing Date. Neither Buyer, any member of the Buyer Group, nor the Company shall be required to reimburse either Seller or any other person for any such taxes; and subject to the Seller's Basket, Seller shall indemnify and hold Buyer, all other members of the Buyer Group and the Company harmless from all liabilities for any such taxes (including, without limitation, any additions to tax, penalties and interest) of the Company and of any other corporation with which the Company files or have filed a unitary, consolidated or combined return. Seller shall be entitled to refunds (except any refund resulting from carrybacks from taxable periods beginning after the Closing Date) not received prior to the Closing Date for taxable periods of the Company ending on or before the Closing Date. Buyer shall promptly pay, or cause the Company to pay, to Seller the amount of any such refund (to which Seller is entitled hereunder) that is received by the Company or Buyer; provided, however, that any amount payable in respect of any such refund shall be reduced by the amount of any taxes incurred and the present value (based on a discount rate of 5%) of any taxes to be incurred, by Buyer, any other member of the Buyer Group or the Company as a result of the accrual or receipt of the refund.
Taxable Periods Ending On or Before the Closing Date. Seller shall be liable for, and shall indemnify and hold Purchaser and its Affiliates including the Acquired Companies harmless against: any and all liability imposed upon any of the Acquired Companies for Taxes of an Affiliated Group (other than an Affiliated Group of which no Acquired Company is a member prior to the Closing Date and of which an Acquired Company becomes a member after the Closing Date) for any taxable year or period ending on or before the Closing Date and any Split Tax Period which liability is imposed on any of the Acquired Companies pursuant to Treasury Regulations 1.1502-6 or any comparable provision of state, provincial, local or foreign law (including all Taxes directly or indirectly resulting from or caused by Preliminary Transfers); any and all liability for Taxes imposed on any of the Acquired Companies, or for which any of the Acquired Companies may otherwise be liable, for any taxable year or taxable period ending on or before the Closing Date or any Pre-Closing Period (including all Taxes directly or indirectly resulting from or caused by Preliminary Transfers);any liability for U.K. Taxes imposed on any of the U.K. Acquired Companies as a result of or in connection with (i) any sales occurring on or before the Closing Date of assets of the Seller, the Acquired Companies, or any Affiliate thereof to a director of the Seller, the Acquired Companies, or any Affiliate thereof and/or (ii) any sales or other dispositions occurring on or before the Closing Date of any equity interests in an Excluded Subsidiary, Acquired Company or an Affiliate thereof between the Seller, the Acquired Companies, or any Affiliate thereof; andany Attribute Adjustment Payment.
Taxable Periods Ending On or Before the Closing Date. The Sellers will be liable for, will pay and will indemnify and hold the Buyer and the Acquired Companies harmless against, all Taxes of the Acquired Companies for any taxable year or taxable period ending on or before the Closing Date due or payable with respect to the operations, assets or business of the Acquired Companies on or before the Closing Date, including any Taxes resulting from the making of the Section 338(h)(10) Elections and any liability for Taxes pursuant to Treasury Regulation ss.1.1502-6, (or any similar provision of Law), but only to the extent that the amount of such Taxes exceeds the amount of Taxes currently payable that will be reserved for on the Closing Date Balance Sheet. The Sellers will determine the amount of taxable income of the Acquired Companies for the taxable year ending on the Closing Date on the basis of its permanent records (including workpapers) in a manner consistent with Treasury Regulation ss.1.1502-76(b)(4)(i) and (ii). Such determination will be subject to the dispute resolution procedures of Section 10.1.11.
Taxable Periods Ending On or Before the Closing Date. (a) The Seller, at its expense, shall properly prepare or cause to be prepared all Tax Returns required to be filed by or with respect to the Company Group for all taxable periods ending on or prior to the Closing Date (“Seller Prepared Returns”), which for the avoidance of doubt shall include all income Tax Returns (or separate company pro-forma drafts) with respect to taxable periods of the Company Group for which a consolidated, unitary or combined Tax Return of the Seller will include the operations of the Company Group (“Seller Group Returns”). Seller Prepared Returns shall be reviewed and finalized for filing under the procedures described in Section 9.1(b). The Seller shall cause all Seller Prepared Returns to be timely filed, and shall timely pay or cause to be paid any Taxes due with respect to all Seller Prepared Returns. Unless consented to by the Purchaser (such consent not to be unreasonably withheld), such Seller Prepared Returns shall include no elections that were not made in the last similar Tax Return and shall be prepared in a manner consistent with the last previous similar Tax Return filed by or with respect to the Company Group and in compliance with Law, except for changes in the Law or applicable regulations.
Taxable Periods Ending On or Before the Closing Date. (i) The Buyer shall prepare and timely file, or shall cause, as applicable, each of the Applicable Entities to prepare and timely file, all Tax Returns for all taxable periods ending on or prior to the Closing Date (the “Pre-Closing Tax Periods”) that are required to be filed by the Applicable Entities after the Closing Date. The Seller shall pay or cause to be paid all Taxes due with respect to the Pre-Closing Tax Periods. The Buyer and the Seller agree that all such Tax Returns shall be filed in a manner consistent with prior Tax Returns filed, as applicable, by the Applicable Entities, unless and to the extent otherwise required by applicable Legal Requirement. A copy of each such Tax Return described in this Section 5.08(a)(i) shall be provided to the Seller within 30 days prior to the due date (including extensions) for the filing thereof, and the Seller shall have the right to comment on each such Tax Return and suggest reasonable changes thereto in good faith, which the Buyer shall incorporate therein.
