Pre-Closing Date Tax means any Tax attributable to the Pre-Closing Date Period, and, for the avoidance of doubt, the obligation to repay or correct input VAT (with respect to input VAT claimed prior to the Closing Date) pursuant to section 15a German VAT Act provided the facts (e.g. entering into a lease agreement without any VAT option) which triggered such repayment occurred on or prior to the Closing Date (irrespective of whether the input VAT correction has to be made prior or after the Closing Date). For purposes of calculating Pre-Closing Date Taxes attributable to a time period (e.g. a fiscal year (Wirtschaftsjahr) or a calendar year) starting before and ending after the Closing Date any such time period will be deemed to have ended on the day prior to the Closing Date.
The Buyer or the Companies shall prepare and file (or cause to be prepared and filed) all Other Tax Returns for any Overlap Tax Period (it being understood that such obligation does not apply to state income Tax Returns for the Pre-Closing Date Tax Period, as provided in paragraph (ii) of this Section 5(k)) and shall pay, or cause to be paid, when due any Other Taxes shown as due on any such Other Tax Returns.
The Seller shall pay (or cause to be paid), when due, all Federal Income Taxes of the Seller, the Companies and the Other Affiliates payable in respect of (I) Pre-Effective Date Tax Periods and (II) without limiting the terms of Section 5(t), the Pre-Closing Date Tax Period.
The Seller shall be entitled at any time to conduct, control and settle ("AUDIT CONTROL") any Tax Contest, with respect to Pre-Effective Date Tax Periods or the Pre-Closing Date Tax Period and the Buyer shall cause the relevant Company to execute any powers of attorney necessary in order to allow the Seller to exercise Audit Control and to cooperate fully in the conduct of the Tax Contest.
Such Pre-Closing Date Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law).
Any amount of Tax shown on such Pre-Closing Date Tax Returns shall be deemed to be Retained Liabilities and the Sellers shall jointly and severally indemnify and hold AmeriPath and its Affiliates harmless from and against such Taxes in accordance with Section 1.2 and Article VI hereof.