Examples of Pre-Closing Tax Liability in a sentence
If the Company and the Class A Holder are unable to resolve any dispute regarding the filing of a Tax Return that relates to a Pre-Closing Tax Liability, the Parties shall retain an independent accounting firm acceptable to both parties, and whose fees shall be borne equally by both parties, to determine the mostappropriate manner to complete and file such Tax Return, and any such Tax Return shall be prepared or revised to reflect the determination of the independentaccountants.
The obligation to make the indemnity payments contemplated by this Section 6.04 shall be due on the date on which the relevant Pre-Closing Tax Liability is payable to the Tax Authorities.
Except (i) as otherwise required by Law or (ii) as would not have the effect of materially increasing a Pre-Closing Tax Liability, neither the Parent nor the Surviving Corporation shall file or cause to be filed any amended Tax Return or claim for refund for any Pre-Closing Tax Period without the prior written consent of the Representative, which consent shall not be unreasonably withheld or delayed.
For purposes of clarification, in case of any claim related to, or in connection with, an alleged breach of any German Pre-Closing Tax Liability, Seller and Founders shall be entitled to solely direct and control or conduct any defense of such claim, and Purchaser agrees to reasonably assist and cooperate with Seller and Founders in such case, on behalf of and in the interest of Company (“Prozesstandschaft”) Seller and/or Founders shall receive any and all proxy statements required therefore.
Except for any claim connected to an alleged breach of any German Pre-Closing Tax Liability, the Seller’s and/or the Founders’ participation will be subject to Purchaser’s right to control such defense.