Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.
Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date.
Tax Periods Beginning Before and Ending After the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Parent shall be reimbursed in an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statement. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date.
Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for periods which begin before the Closing Date and end after the Closing Date.
Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), any Tax Returns of the Company for taxable periods that begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each, a “Straddle Period”). Buyer shall provide a draft copy of such Straddle Period Returns to Holdings for review at least thirty (30) Business Days prior to the due date hereof. Holdings shall provide comments to Buyer at least five (5) Business Days prior to the due date of such returns and Buyer shall make all changes reasonably requested by Holdings in good faith (unless Buyer is advised in writing by its independent outside tax consultant that such changes (i) are contrary to applicable Law, or (ii) are inconsistent with tax positions most recently taken in the Tax Returns of the Company (as applicable) and will, or are likely to, have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes payable with respect to the portion of any Straddle Period commencing after the Closing Date. Notwithstanding any other provisions to the contrary in this Agreement, the parties agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Tax Period, on the Prior Period Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Law, and each of Buyer and Holdings agrees to prepare the Tax Returns described in this Section 5.5, or cause the Tax Returns described in this Section 5.5 to be prepared, in a manner consistent with such intent.
Tax Periods Beginning Before and Ending After the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Except to the extent that such Taxes were taken into account in calculating Company Net Cash, the Company Stockholders shall pay to Parent within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date.
Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the LLCs for Tax periods which begin before the Closing Date and end after the Closing Date. Seller shall pay to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on the Closing Date.
Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall, at its own expense, prepare or cause to be prepared and timely file or cause timely to be filed any Tax Returns of the Acquired Companies for Tax periods that begin before the Closing Date and end after the Closing Date. Provided Buyer has complied with the procedures outlined in Section 5.7(c) hereof, Buyer shall be reimbursed by Seller for an amount equal to the portion of the Taxes (less any prepayment of Taxes) shown as due on such Tax Returns that relate to the portion of such Taxable period ending on December 31, 2007 within fifteen (15) days after receipt by Seller of notice from Buyer that payment by Buyer or the applicable Acquired Company of such Taxes has been made. For purposes of this Section 5.7(b) and Section 8.1(d), in the case of any Income Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) December 31, 2007, the portion of such Income Tax that relates to the portion of such Taxable period ending on December 31, 2007 shall be deemed equal to the amount which would be payable if the relevant Taxable period ended on December 31, 2007. The portion of any Taxes other than Income Tax that relates to the period ending on December 31, 2007 shall be determined on a daily pro rata basis. Any credits or estimated tax payments relating to a Taxable period that begins before and ends after December 31, 2007 shall be taken into account as though the relevant Taxable period ended on December 31, 2007. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Acquired Company.
Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Transferred Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to the Buyer within five days after the date on which Taxes are paid with respect to such periods an amount equal to Sellers' allocable portion of such Taxes ("Sellers' Post-Closing Taxes"). Sellers' Post-Closing Taxes shall be:
Tax Periods Beginning Before and Ending After the Closing Date. The Buyer will prepare and file, or cause to be prepared and filed, any Tax Returns for the Company for tax periods beginning before and ending after the Closing Date. The Buyer will permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Sellers will pay, reimburse and indemnify the Buyer and Company for Taxes on such Tax Returns related to the Pre-Closing Tax Period (determined in accordance with Section 9.1(b)) in accordance with Section 9.1(a).
