Common use of Post-Closing Tax Matters Clause in Contracts

Post-Closing Tax Matters. (i) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Closing Date as to which Tax Returns are due after the Closing Date (including the consolidated, unitary, and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Closing Date). Seller will make all payments required with respect to any such Tax Return; provided, however, that Buyer will indemnify Seller pursuant to Article IX for any such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities.

Appears in 2 contracts

Samples: Purchase Agreement (Telecommunication Systems Inc /Fa/), Purchase Agreement (Aether Systems Inc)

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Post-Closing Tax Matters. (i) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Closing Date Effective Time as to which Tax Returns are due after the Closing Date Effective Time (including the consolidated, unitary, and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Closing DateEffective Time). Seller will make all payments required with respect to any such Tax Return; provided, however, that Buyer will indemnify Seller pursuant to Article IX for any such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities.

Appears in 2 contracts

Samples: Purchase Agreement (Telecommunication Systems Inc /Fa/), Purchase Agreement (Aether Systems Inc)

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