Post-Closing Tax Periods means taxable periods applicable to the operation of the Business and the Acquired Assets beginning after the Closing Date and with respect to a Straddle Period, the portion of such taxable period beginning immediately after the Closing Date.
Examples of Post-Closing Tax Periods in a sentence
With respect to Post-Closing Tax Periods, the SHO Companies shall pay to Sears Holdings, or Sears Holdings shall pay to the SHO Companies (in the case of a State Combined or Consolidated Return filed by an SHO Company, or in the case of payments with respect to Tax Benefit Items pursuant to section 4.02(d)), at the times provided by section 4.03, the amounts determined under section 4.02.
Correspondingly, the Company shall not be liable for, and the Purchaser shall indemnify and hold the Company harmless, from and against, (i) any Taxes levied with respect to the Purchased Assets or Business attributable to Post-Closing Tax Periods or (ii) any other Taxes of the Purchaser for any periods.
Such SAL Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the -33- 39 effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law.
For purposes of this Section 12.3, Taxes shall include the amount of Taxes which would have been paid but for the application of any credit or net operating loss or capital loss deduction attributable to, as applicable, either Post-Measurement Date Tax Periods or Post-Closing Tax Periods.
The Purchaser will take no positions on the Tax Returns of the Company or IMP that relate to Post-Closing Tax Periods that would adversely affect the Sellers after the Closing Date for any Pre-Closing Tax Periods.