Examples of Pre-Closing Tax Liabilities in a sentence
All such Tax Returns that may relate to potential Pre-Closing Tax Liabilities shall be prepared and filed in a manner consistent with prior practice, except as required, in the reasonable judgment of Purchaser, to cause such Tax Returns to comply with applicable Tax Law and avoid the imposition of any penalty, and except as required by a change in Tax Law or a change in the interpretation of substantial authority previously relied upon by Company or a Subsidiary.
The Seller will timely pay (or cause to be timely paid) all Pre-Closing Tax Liabilities (as such term is defined herein) shown as due and owing on all such Tax Returns, other than to the extent that an accrual with respect to such Tax is included as a current liability and taken into account for purposes of determining the Transaction Consideration adjustment stipulated in Section 2.4 above.
Any obligation of the Selling Shareholders to indemnify, reimburse or otherwise be liable for Pre-Closing Tax Liabilities of the Acquired Companies is exclusively governed by and subject to the terms of this Section 6.04.
Buyer will be solely responsible for any and all Taxes (collectively, the "Post-Closing Tax Liabilities") of, or payable by, the Company which do not constitute Pre-Closing Tax Liabilities, including in the case of a Straddle Period, all Taxes imposed upon the Company which are allocable pursuant to Section 6.04(d) to the portion of such taxable year or period commencing after the Closing Date.
The Company shall deliver all such Tax Returns that may relate to potential Pre-Closing Tax Liabilities to the Class A Holder not less than thirty(30) days prior to the due date, with any extensions, therefor for the Class A Holder’s review and comment.