Tax Periods. With respect to any Taxes for any taxable period that includes but does not end as of the Closing Date, the amount of Taxes subject to indemnification hereunder shall be calculated as if such taxable period ended as of the close of business on the Closing Date, except that property Taxes calculated on an annual basis shall be prorated based on the number of days in the annual period elapsed through the Closing Date compared to the number of days in the annual period elapsing after the Closing Date.
Tax Periods. For purposes of this Agreement, (a) “Stub Tax Period” means the period (including all prior Taxable years) ending on the Closing Date, and (b) “Straddle Tax Period” means a taxable period that begins before and ends after the Closing Date.
Tax Periods. For purposes of this Agreement, if the Company is permitted but not required under applicable state, local, or foreign Tax Laws to treat the end of the Closing Date as the last day of a taxable period with respect to any Tax, then the Parties shall treat that day as the last day of a taxable period. The Parties acknowledge that, for federal and applicable state and local income and franchise tax purposes, pursuant to Treasury Regulations Section 1.1362-3(b)(3), the Company’s items of income, gain, loss, deduction and credit will not be allocated pro rata and will be allocated to each short taxable year resulting from the transaction on the basis of the Company’s method of accounting during each short taxable year as determined under Section 446 of the Code. In the event Treasury Regulations Section 1.1362-3(b)(3) is for any reason not applicable, the Sellers and the Purchaser agree to make all necessary elections to apply the “closing of the books” method for allocating items between the short years. For purposes of this Agreement, in the case of any Tax (other than Property Taxes) for a Straddle Period for which an election is not available to terminate the tax year or apply a “closing of the books” method as of the Closing Date, such Taxes shall be allocated between the Pre-Closing Period and the balance of the period based on a closing of the books as of the end of the Closing Date. Property Taxes shall be allocated in accordance with Section 4.5.
Tax Periods. Ending On or Before the Closing Date; Tax Sharing Payment..........................45 11.2. Tax Periods Beginning Before and Ending After the Closing Date.................................46 11.3. Tax Periods Beginning After the Closing Date...................................................46 11.4. Tax Refunds and Credits........................................................................46 11.5. Proposed Tax Assessments; Contest..............................................................47 11.6.
Tax Periods. Ending on or before the Closing Date. To the extent not filed prior hereto, Sellers shall prepare or cause to be prepared, in accordance with Applicable Law and consistent with past practice, each Tax Return required to be filed with respect to an Acquired Company for a Pre-Closing Tax Period. At least 20 days prior to the date on which any such Tax Return is due (after taking into account any valid extension), Sellers shall deliver such Tax Return to Purchaser. No later than five days prior to the date on which such Tax Return for a Pre-Closing Tax Period is due (after taking into account any valid extension), Purchaser, after reasonable consultation with Sellers, may make reasonable changes and revisions to such Tax Return. Sellers shall not file such Tax Return without the consent of the Purchaser, which shall not be unreasonably withheld, conditioned or delayed. To the extent not filed prior hereto, Sellers shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Pre-Closing Tax Period. Pursuant to Article 10, but without limiting any of the Purchaser’s rights under Article 10, Purchaser may recover any Taxes relating to each such Tax Return to the extent not accounted for in the determination of the payment pursuant to this Agreement.
Tax Periods. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of any of the Acquired Companies for any Straddle Period. For purposes of this Section 10.10(c)(ii), Taxes shall be allocated in the manner set forth in Section 10.10(a). Sellers shall pay to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods, that amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date, except to the extent that such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet (rather than in any notes thereto) included in the Net Working Capital Statement and taken into account in calculating Net Working Capital as of the Closing Date. Cooperation on Tax Matters. Buyer, Sellers, Seller Representative and the Acquired Companies shall cooperate reasonably, as and to the extent reasonably requested by the other parties, in connection with the filing of Tax Returns pursuant to this Agreement and any Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer, Sellers, Seller Representative and the Acquired Companies agree (i) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies relating to any Tax Period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Body, (ii) to deliver or make available to Buyer, within 60 days after the Closing Date, copies of all such books and records, and (iii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer, Sellers, Seller Representative and the Acquired Companies, as the case may be, shall allow the other party to take possession of such books and records at such other party’s expense. Buyer, Sellers and Seller Representat...
Tax Periods. To the extent permissible but not required pursuant to applicable Law, the parties shall cooperate to cause the HVDH Companies to take all steps as are or may be reasonably necessary (including the filing of elections or returns with applicable Taxing Authorities) to cause such period to end on the Closing Date, or as soon thereafter as is reasonably practicable.
Tax Periods. Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date, other than any Tax Return for the Company under which the Company is a member of the Seller Group, in which case the Seller shall prepare or cause to be prepared and file or cause to be filed such Tax Return. Buyer shall permit Seller to review and comment on each Tax Return it prepares and files described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller. Seller shall reimburse Buyer for Taxes of the Company with respect to such periods within fifteen (15) days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Final Closing Balance Sheet. In the event that the amount of Tax owed is different from that initially indicated by the Company, appropriate adjustments shall be made to compensate for such discrepancy.
Tax Periods. Ending on or before the Closing Date. NetSol shall cause McCue to prepare and file or xxxxe to be filed all Tax Returns for McCue for all periods beginnxxx xrior to the Closing Date that are filed after the Closing Date. McCue shall permit the Sellexx' Xepresentative reasonable time to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Sellers shall reimburse NetSol for any Taxes of McCue, if any, with respect xx xxch periods ending on the Closing Date within thirty (30) days after payment by NetSol or McCue of such Taxes to the exxxxx such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Interim Balance Sheet or were not incurred in connection with the operation of business of McCue in the ordinary course xxxxr to Closing.
Tax Periods. All such Tax Returns shall be prepared in a manner consistent with past practice (unless otherwise required by applicable Law) and shall be submitted to Parent (together with any relevant workpapers and supporting documentation) for its review and comment at least ten (10) Business Days (or, in the case of Tax Returns for any non-Income Tax, at least five (5) Business Days) prior to the due date (including any applicable extension) for filing such Tax Return. Nutra and Buyer shall consider in good faith and incorporate any reasonable comments timely received from Parent and shall not file any such Tax Return without the written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed. Subject to Section 7.06, Nutra shall pay all Taxes shown as due on any Tax Return for any Straddle Tax Period in accordance with Law, provided that Parent shall reimburse Nutra for the portion of such Taxes allocable to the Pre-Closing Tax Period ten (10) days prior to the due date for paying such Taxes.
