Common use of Tax Periods Beginning Before and Ending After the Closing Date Clause in Contracts

Tax Periods Beginning Before and Ending After the Closing Date. Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Surviving Corporation for Tax periods which begin before the Closing Date and end after the Closing Date. Xxxxxxx and the Shareholder Trust, jointly and severally, shall pay to Surviving Corporation 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 this Section 5.11(b), 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 which relates to the portion of such taxable period ending on the Closing Date shall (x) 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 taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) 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 taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Surviving Corporation Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of for the Company and the Surviving Corporation Acquired Entities for Tax periods which begin before the Closing Date and end after the Closing Date. Xxxxxxx and the Shareholder Trust, jointly and severally, Sellers shall pay to Surviving Corporation Buyer within fifteen (15) days after of 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 Taxable period ending on the Closing Date. For purposes of this Section 5.11(b9.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such taxable Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable Taxable period, and (y) 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 taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyAcquired Entities.

Tax Periods Beginning Before and Ending After the Closing Date. Surviving Corporation The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Surviving Corporation for Tax periods which begin before the Closing Date and end after the Closing Date. Xxxxxxx and the Shareholder Trust, jointly and severally, The Sellers shall pay to Surviving Corporation the Purchaser within fifteen (15) days after of 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 Taxable period ending on the Closing DateDate to the extent the amounts of such Taxes are not utilized in determining the Actual Working Capital. For purposes of this Section 5.11(b)Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such taxable Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable Taxable period, and (y) 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 taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Surviving Corporation Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns tax returns of the Company and the Surviving Corporation for Tax tax periods which begin before the Closing Date and end after the Closing Date. Xxxxxxx and the Shareholder Trust, jointly and severally, Stockholder shall pay to Surviving Corporation Purchaser 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 DateDate to the extent such Taxes are not reflected in the reserve for tax liability shown on the face of the Balance Sheet. For purposes of this Section 5.11(b)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 which relates to the portion of such taxable period ending on the Closing Date shall (x) 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 taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) 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 taxable period ended on the Closing Date. Any credits relating to a Taxable taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Surviving Corporation The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Surviving Corporation for Tax periods which begin before the Closing Date and end after the Closing Date. Xxxxxxx and the Shareholder Trust, jointly and severally, The Sellers shall pay to Surviving Corporation the Purchaser within fifteen (15) days after of 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 Taxable period ending on the Closing DateDate to the extent the amounts of such Taxes are not utilized in determining the Actual Net Equity. For purposes of this Section 5.11(b)Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such taxable Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income receipts or receiptsincome, be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable Taxable period, and (y) in the case of any Tax based upon or related to receipts or income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyCompany and each of its Subsidiaries jointly by the Purchaser and the Representative.

Tax Periods Beginning Before and Ending After the Closing Date. Surviving Corporation Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Surviving Corporation for Tax periods which begin before the Closing Date and end after the Closing DateDate (a “Straddle Period”). Xxxxxxx and Except to the Shareholder Trustextent that such Taxes were taken into account in calculating Company Net Cash, jointly and severally, the Company Stockholders shall pay to Surviving Corporation 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 Taxable period ending on the Closing Date. For purposes of this Section 5.11(b)the preceding sentence, 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 DateStraddle Period, the portion of such Tax which that relates to the portion of such taxable Tax period ending on the Closing Date shall (xi) 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 taxable Tax period multiplied by a fraction the numerator of which is the number of days in the taxable Tax period ending on the Closing Date and the denominator of which is the number of days in the entire taxable Tax period, and (yii) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant taxable Tax period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.