Liabilities for Taxes relating to the Purchased Assets for all taxable periods beginning at or after the Closing Date;
Liabilities for Taxes. (a) After Closing and subject to the terms of this Article 11, Vendor shall be liable for and shall pay and shall indemnify, defend and save and hold harmless Purchaser, the Corporation and the Subsidiaries from and against:
Liabilities for Taxes. (i) Seller shall be liable for, pay (or caused to be paid) and indemnify and hold harmless the Buyer Indemnified Parties from and against (A) all Taxes imposed on the Acquired Companies for any Pre-Closing Tax Period, and with respect to any Straddle Period the portion of such Straddle Period ending on the Closing Date, in the manner described in Section 5.12(a)(iii); (B) Taxes arising from the breach of any representation in Section 3.9; (C) Taxes of any Person attributable to any taxable period for which the Acquired Companies are held liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law) by reason of the Acquired Companies being (or having been or ceasing to be) included in any consolidated, affiliated, combined, aggregate or unitary group (“Company Group”) at any time before the Closing Date; or (D) any Taxes imposed in connection with (a) the Acquired Companies ceasing to be a member of any Company Group; (b) any transaction on or prior to the consummation of the Closing or contemplated by this Agreement between the Acquired Company and any member of any Company Group; or (c) the termination on or prior to the consummation of the Closing of any Indebtedness of the Acquired Companies to any member of any Company Group. For the avoidance of doubt, any Taxes arising from a transaction, other than any transaction contemplated by this Agreement, that is initiated by Buyer or any of its Affiliates with respect to the Acquired Companies on the Closing Date but after the Closing shall be treated as having arisen during the Post-Closing Tax Period for purposes of this Section 5.12(a).
Liabilities for Taxes related to the debonding or other change in customs status of the Acquired Assets resulting from Buyers not establishing the required legal entities and obtaining the necessary authorizations from the relevant Governmental Authority to receive the Acquired Assets in their customs status shall be borne by the Buyers. Sellers and Buyers agree to cooperate in good faith to obtain such authorizations.
Liabilities for Taxes. The Financial Statements fully reflect accrued liabilities for all Taxes which are not yet due and payable and for which Tax Returns are not yet required to be filed. No examination of any Tax Return of the Corporation by a Governmental Authority is currently in progress. There is no Legal Proceeding, assessment, reassessment or request for information outstanding or, to the knowledge of any Active Shareholder, threatened against the Corporation with respect to Taxes or any matters under discussion with any Governmental Authority relating to Taxes.
Liabilities for Taxes. The Company’s liability for unpaid U.S. federal income and other material Taxes for all periods ending on or before the date of the Financial Statements does not, in the aggregate, exceed the amount of the accruals for Taxes reflected on the Financial Statements. No examination of any Tax Return of the Company by a Governmental Authority is currently in progress. There is no Legal Proceeding, assessment, or request for information outstanding or, to the knowledge of the Vendors, threatened, against the Company with respect to Taxes or any matters under discussion with any Governmental Authority relating to Taxes. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period as a result of any (i) change in method of accounting or use of an improper method of accounting for a Pre-Closing Tax Period,
Liabilities for Taxes. (i) The Company agrees to indemnify the Buyer Indemnitees against and agrees to hold each of them harmless from any and all Damages incurred or suffered by any Buyer Indemnitee to the extent arising out of or relating to:
Liabilities for Taxes. The Audited Financial Statements fully reflect and the Closing Balance Sheet shall fully reflect as of Closing for the Aitec Subsidiaries accrued liabilities for all Taxes for the Aitec Subsidiaries which are not yet due and payable and for which Tax Returns are not yet required to be filed. No re-examination of any Tax Return of any Aitec Subsidiary by a Governmental Authority is currently in progress. Except as set forth and described in Schedule 3.1.30, there is no Legal Proceeding, assessment, re-assessment or request for information outstanding or, to the knowledge of the Canadian Vendors, threatened against the Aitec Subsidiaries with respect to Taxes or any matters under discussion with any Governmental Authority relating to Taxes. No Action has ever been initiated or threatened by a Governmental Authority in a jurisdiction where an Aitec Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Encumbrances on any of the assets of any Aitec Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax.
Liabilities for Taxes. Each of the Canadian Holding Companies has not accrued liabilities for Taxes which are not yet due and payable and for which Tax Returns are not yet required to be filed. No re-examination of any Tax Return of the Canadian Holding Companies by a Governmental Authority is currently in progress. Except as set forth and described in Schedule 3.1.32, there is no Legal Proceeding, assessment, re-assessment or request for information outstanding or, to the knowledge of the Canadian Vendors or the Canadian Holding Companies, threatened against the Canadian Holding Companies with respect to Taxes or any matters under discussion with any Governmental Authority relating to Taxes.
Liabilities for Taxes. (a) Vendor shall be liable for and shall pay and shall indemnify, defend and save and hold harmless Purchaser, the Corporation and the Subsidiaries from and against:
