Pre-Closing Tax means: (i) all gross income, net income, or franchise Taxes, or the non-payment thereof of each of the Company and the Selling Subsidiaries for any taxable period; and (ii) all other Taxes of either the Company or the Selling Subsidiaries, and all other Taxes with respect to the Business or the Acquired Assets, for all taxable periods or portions thereof ending on or before the Closing Date (including, for the avoidance of doubt, all such Taxes incurred by reason of the transactions contemplated by this Agreement and the Ancillary Agreements, except for that portion of transfer Taxes specifically allocated to the Buyer pursuant to Section 10.3).
Seller shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period.
The preparation and filing of any Tax Return of the Company that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.
The excess of such Periodic Taxes for such Straddle Period over the amount apportioned to the Pre-Closing Tax Period shall be apportioned to the Post-Closing Tax Period.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date; and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period ending on the Closing Date.
Seller shall be liable for the amount of such Periodic Taxes attributable to the Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing.