Buyer shall bear sole responsibility for the payment of, and shall indemnify Seller and its Affiliates from, (i) all Post-Closing Taxes and (ii) Buyer's share of any Transfer Taxes under Section 7.9(h).
Parent is responsible for paying, or causing to be paid, all Taxes with respect to the Company for all periods commencing after the Closing Date ("Post-Closing Taxes").
The Company hereby assumes and agrees to be solely liable for and obligated to discharge and/or perform all of the Liabilities of Dow with respect to the ownership, possession, operation and use of the Transferred Assets to the extent arising on or after the Effective Date, including without limitation, any Post-Closing Taxes (collectively, the Assumed Liabilities).
Sellers and Buyer will make available to each other and to any taxing authority, and will cause to be made available (if necessary), all information, records or documents relating to the liability or potential liability for Pre-Closing Taxes, Overlap Period Taxes and Post-Closing Taxes during normal business hours as reasonably requested.
On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) calendar days thereafter, Pre-Closing Taxes and Post-Closing Taxes, local business or other license fees or taxes, rents under the Leases assumed by Purchaser, merchants' association dues and other similar periodic charges payable with respect to the Site and the Facility shall be prorated between Purchaser and Seller effective as of the Closing Date.