Examples of Post-Closing Taxable Period in a sentence
From and after the Closing, neither Party shall file an amended Tax return (A) with respect to a Straddle Period, or (B) with respect to a Pre-Closing Tax Period if the filing of such amended Tax return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, in each case without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).
Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion.
There are no Taxrulings, requests for rulings, private letter rulings, technical advice memoranda, similar agreement, or closing agreements relating to Taxes for which the Company or any Company Subsidiary is reasonably expected to be liable that would reasonably be expected to affect the Company’s or any Company Subsidiary’s liability for Taxes for any Post-Closing Taxable Period.
None of Purchaser or the Target Companies shall carry back any net operating loss or other item or attribute from a Post-Closing Taxable Period to a Pre-Closing Taxable Period.
Purchaser and the Companies shall be entitled to any refund of any and all Taxes of the Companies and the Subsidiaries of the Companies for all Post-Closing Straddle Periods and Post-Closing Taxable Periods and to any refund of Taxes attributable to a carryback of a net operating loss or other item or attribute in accordance with Section 10.5 from a Post-Closing Taxable Period to a Pre-Closing Taxable Periods.