Certain Post-Closing Tax Matters Sample Clauses

Certain Post-Closing Tax Matters. Unless required by a “determination” (within the meaning of Section 1313(a) of the Code), none of Parent, Merger Sub, the Surviving Corporation or any of their Affiliates (including, after the Closing, the Company) will or will permit or cause any Person to: (A) file (other than in accordance with Section 12.2) or amend any Return with respect to the Company or its Subsidiaries that relates in whole or in part to any Pre-Closing Tax Period; or (B) make any Tax election (including any election pursuant to Section 338 of the Code or the Treasury Regulations promulgated thereunder (or pursuant to any corresponding provision of Applicable Law) with respect to the transactions contemplated in this Agreement) or change any method of the Tax accounting that has an effect on any Return relating to the Company or its Subsidiaries in respect of any Pre-Closing Tax Period; in each case except with the prior written consent of the Representative (which shall not be unreasonably withheld, delayed, or conditioned); provided, however, if Parent, Merger Sub, the Surviving Corporation or any of their Affiliates (including, after the Closing, the Company) takes any such action without the prior written consent of Representative, such action shall not be determinative of the existence of any claim for indemnification pursuant to Section 11.2 or otherwise under this Agreement or the amount of any Damages relating to such claim. Parent and its Affiliates (including, after the Closing, the Surviving Corporation) shall not make or initiate any voluntary contact with a Governmental Authority regarding any Pre-Closing Tax Period, in each case, which could reasonably be expected to increase the Effective Time Holders’ indemnification obligations for Taxes pursuant to this Agreement without consulting with the Representative in good faith.
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Certain Post-Closing Tax Matters. The Company shall prepare, or cause to be prepared, and file, or cause to be filed, any Tax Returns of the Company for Tax periods which end on or before the Closing Date and which have not been filed as of the Closing Date. The Company shall prepare, or cause to be prepared, and file, or cause to be filed, any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. The Company shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Sellers shall pay to the Company within ten days following the date on which Taxes are paid with respect to the Tax periods described in the first two sentences of this Section 5C, an amount equal to the portion of such Taxes which relates to the portion of such Tax periods ending on and including the Closing Date to the extent such Taxes were not (i) included in the calculation of Prepaid Taxes as defined in Section 1G(ii) or (ii) paid to the Company pursuant to Section 1F. For purposes of this Section 5C, 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 (a) 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 and including the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (b) 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 amount to be paid by the Sellers pursuant to this Section 5C shall be satisfied first from the Indemnity Escrow Fund and then pursuant to the terms of Section 9 of this Agreement.
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Certain Post-Closing Tax Matters. (i) The Company shall prepare or cause to be prepared at its own expense, in accordance with applicable law, and shall file or cause to be filed, within the time and in the manner provided by law, all Tax Returns, and any and all amended Tax Returns the filing of which may be necessary or appropriate, of the Company for all periods ending on or before the Closing Date that are due after the Closing Date, and the Company shall prepare at its own expense a Schedule K-1 and, if applicable, an amended Schedule K-1 (IRS Form 1120S) for
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Certain Post-Closing Tax Matters. None of the Buyer Parent or any of its Affiliates (including, after the Second Closing, OpCo) will or will permit or cause any Person to: (a) file (other than in accordance with Section 7.6) or amend any Tax Return with respect to any Transferred Asset that relates, in whole or in part, to any Pre-Closing Tax Period or any Retained Tax Liability, including pursuant to any voluntary disclosure; (b) make any Tax election or change any method of the Tax accounting that has an effect on any Tax Return relating to any Transferred Asset or Retained Tax Liability; (c) agree to extend or waive the statute of limitations with respect to any Tax or Tax Return relating to any Transferred Asset in respect of any Pre-Closing Tax Period or any Retained Tax Liability; or (d) make any election pursuant to Section 336 or Section 338 of the Code or the Treasury Regulations promulgated thereunder (or pursuant to any corresponding provision of state, local or non-U.S. Law) with respect to the Transactions, in each case except (x) if such action would not reasonably be expected to increase the liability of the Seller Parent or any of its Affiliates for Taxes that are Retained Tax Liabilities; provided, to the extent the Buyer Parent or any of its Affiliates intend to take any action described in the foregoing clauses (a)-(d) that would not reasonably be expected to increase the liability of the Seller Parent or any of its Affiliates for Taxes that are Retained Tax Liabilities, the Buyer Parent shall provide, or cause to be provided, written notice of such action to the Seller Parent reasonably in advance of taking such action and prior to taking any such action, the Buyer Parent shall consider in good faith any objection to any such action asserted in writing by the Seller Parent, or (y) with the prior written consent of the Seller Parent, such consent not to be unreasonably withheld, delayed or conditioned.
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Related to Certain Post-Closing Tax Matters

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Certain Post Closing Matters (a) Notwithstanding anything to the contrary contained in this Agreement, within the time periods set forth below or such later date to which the Administrative Agent may, in its exclusive discretion, agree in writing, the Loan Parties shall deliver to the Administrative Agent:

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, Seller hereby covenants and agrees as follows:

  • Pre-Closing Tax Returns From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Pre Closing Matters Section 6.1 Covenants of Seadrill Prior to the Closing Date 15 Section 6.2 Covenant of the Company Prior to the Closing Date 15 Section 6.3 Covenant of Capricorn Holdings Prior to the Closing Date 15

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