Closing Tax Periods. All real property Tax Returns shall be prepared consistent with the past practices of the Seller Parties unless otherwise required by applicable law. Regarding any such Tax Returns prepared after the Closing Date, the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties a draft of each such Tax Return (on a stand-alone pro forma basis) at least forty-five (45) days before the due date for filing, including any applicable extensions (unless the applicable due date is less than sixty (60) days after the Closing Date, in which case the Seller Parties shall deliver, or cause to be delivered, to the Purchaser Parties such draft Tax Returns within a reasonable time prior to filing). The Purchaser Parties shall have fifteen (15) days from the receipt thereof to provide the Seller Parties with any comments or proposed adjustments to such draft real property Tax Returns for the Pre-Closing Tax Periods, and any such comments or proposed adjustments shall be considered in good faith by the Seller Parties. The Seller Parties shall timely file, or cause to be timely filed, such Tax Returns for the Pre-Closing Tax Periods and timely pay, or cause to be timely paid, all Taxes shown as due thereon. The Purchaser Parties shall prepare and file all real property Tax Returns for the Straddle Tax Periods, provided that the Purchaser Parties shall provide to the Seller Parties drafts of such real property Tax Returns for the Straddle Tax Periods no later than forty-five (45) days prior to the applicable due date including any applicable extensions (unless the applicable due date is less than sixty (60) days after the Closing Date, in which case the Purchaser Parties shall provide to the Seller Parties such draft Tax Returns within a reasonable time prior to filing). The Seller Parties shall have fifteen (15) days from the receipt thereof to provide the Purchaser Parties with any
Closing Tax Periods. ). The Buyer will be responsible for preparing and filing all Returns of the Company and the Insurance Subsidiaries relating to periods other than Pre- Closing Tax Periods. After the Closing has occurred, the Buyer will provide, or cause to be provided, to the Seller, without charge, any information that may reasonably be requested by the Seller in connection with the preparation of any Returns relating to Pre-Closing Tax Periods.
Closing Tax Periods. Seller shall compensate Buyer for and hold the Company harmless against any Tax imposed by a Taxing Authority as a result of such termination and, if any such termination is not binding on any Taxing Authority, any adverse effect which would have been avoided if such termination had been given effect by such Taxing Authority.
Closing Tax Periods. All Tax Returns for Straddle Periods shall be provided to Representative for his review and comment prior to filing. All Post-Closing Taxes shall be paid by Purchaser. All transfer, documentary, sales, use, stamp, value added, goods and services, excise, registration and other similar taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne fifty percent (50%) by Sellers and fifty percent (50%) by Purchaser, regardless of which party is responsible for the payment of such Transfer Taxes. The Party required by applicable Law to do so shall timely prepare, or cause to be prepared, and file, or cause to be filed, all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and if required by Law, the other Party will and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation. Each Party shall cooperate in providing any certificates or other documents required to reduce the Transfer Taxes.
Closing Tax Periods. All other Tax Returns to be filed after Closing will be prepared by the Company. Such income Tax Returns shall be prepared consistently with past practice of the Company and BCGS unless contrary to applicable Law. The Sellers shall include on the income Tax Returns for the Pre-Closing Tax Periods the income, deductions and credits of the Company and BCGS for all applicable Pre- Closing Tax Periods. The Sellers will submit all such income Tax Returns to Buyer for its review and comment at least thirty (30) days prior to the filing date and will discuss and consider in good faith any questions or comments of Buyer concerning such returns. Upon the resolution of any questions or comments to Buyer’s reasonable satisfaction, Buyer shall cause such income Tax Returns to be filed unless otherwise required by applicable Law. The Sellers shall pay all fees and expenses associated with preparing the income Tax Returns to be prepared by them under this Section and all other Tax Returns for the Pre-Closing Tax Periods the original due dates of which are on or prior to the Closing Date. (c)
Closing Tax Periods. Except to the extent attributable to any Tax attribute generated after the Closing Date or to the extent included as Current Assets in calculating the Company’s Working Capital and taken into account in determining the amount of the Purchase Price pursuant to Article II, any refunds (or credits for overpayment) of Taxes, including any interest received from a Governmental Authority thereon, attributable to any Pre-Closing Tax Period of the Acquired Companies shall be for the account of Sellers. Promptly upon any Acquired Company’s (or any of its Affiliates’) receipt of any such refund (or use of a credit for overpayment), Buyer shall pay over, by wire transfer of immediately available funds, any such refund (or the amount of any such credit so used) to the Stockholder Representative for further distribution to Sellers in accordance with each Seller’s Percentage Interest; provided that (A) such amounts shall be repaid by Sellers to Buyer to the extent they are subsequently disallowed or reduced; and (B) payments to the Stockholder Representative under this Section 5.03(a)(v) shall be net of any Taxes and out of-pocket costs incurred or associated in obtaining or receiving such refund or credit of Taxes. Buyer shall take any action reasonably necessary for the Acquired Companies to promptly claim refunds attributable to any Pre-Closing Tax Period.
Closing Tax Periods. The Buyer shall not destroy or otherwise dispose of such records without first providing the Seller a reasonable opportunity to review and copy such records at the Seller’s expense. The Buyer and the Seller further agree, upon request, to use any other Person and take any other actions, in each case, as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).
Closing Tax Periods. In order to appropriately apportion any Tax relating to any taxable year or any other period that is treated as a taxable year (a "Tax Period") that includes (but that would not, but for this Section, close on) the Closing Date, the parties hereto will, unless specifically prohibited by applicable Law, elect or cause the Company to elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company, and such Tax Period shall be referred to herein as a "Pre-Closing Tax Period" for purposes of this Agreement. In furtherance of the foregoing, Buyer and Sellers agree to calculate the tax liability for the Pre-Closing Tax Period as if the tax year had ended or changed, including having a short tax year and applying short tax year rules, including short year depreciation, to the calculation and allocation of tax to the Pre-Closing Tax Period.
Closing Tax Periods. The Buyer shall indemnify the Seller and the Seller Subsidiary and hold them harmless from all liability for Taxes of the Company Group for all Post-Closing Tax Periods, including the portion of any Straddle Period allocable to Post-Closing Tax Periods pursuant to Section 6.3.
Closing Tax Periods. The Buyer shall indemnify and hold the Sellers harmless from and against any Losses attributable to all Taxes (or the non-payment thereof) of the Acquired Company for all Post-Closing Tax Periods. The Sellers shall reimburse the Buyer for any Taxes of the Acquired Company which are the responsibility of the Sellers pursuant to this Section 12.1 within fifteen (15) Business Days after payment of such Taxes by the Buyer or the Acquired Company. The Buyer shall reimburse the Sellers for any Taxes of the Acquired Company which are the responsibility of the Buyer pursuant to this Section 12.1 within fifteen (15) Business Days after payment of such Taxes by the Sellers.
