Examples of Acquired Subsidiary in a sentence
Any Tax refunds that are received by the Purchaser or the Acquired Subsidiary, and any amounts credited against Taxes to which the Purchaser or the Acquired Subsidiary become entitled, in each case that related to Tax periods or portions thereof of the Acquired Subsidiary ending on or before the Closing Date shall be for the account of the Seller, and the Purchaser shall pay over to the Seller any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto.
All tax-sharing agreements or similar agreements with respect to or involving the Acquired Subsidiary shall be terminated as of the Closing Date and, after the Closing Date, the Acquired Subsidiary shall not be bound thereby or have any liability thereunder.
The Seller shall timely prepare or cause to be prepared and file or cause to be filed, all Tax Returns with respect to the Acquired Subsidiary that are (i) required to be filed on or before the Closing Date; or (ii) filed on consolidated, unitary or combined basis with the Seller or any of its Affiliates.
The Purchaser shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns for the Acquired Subsidiary that are required to be filed after the Closing Date.
In accordance with Section 17.02 of the Master Purchase Agreement, the Seller shall pay to the Purchaser an amount equal to the portion of the Taxes shown on such Tax Returns that are attributable to the Tax periods or portions thereof ending on or before the Closing Date (pursuant to the allocation method described in Section 17.02 of the Master Purchase Agreement) but only to the extent that such Taxes were not paid by the Acquired Subsidiary prior to the Closing Date.