Closing Tax Period. “Pre-Closing Tax Period” shall mean any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.
Closing Tax Period. The parties hereto shall, to the extent permitted or required under applicable Law, treat the Closing Date as the last day of the taxable period of the Company and its Subsidiaries for all Tax purposes, and Purchaser shall cause the Company and its Subsidiaries to join Purchaser’s “consolidated group” (as defined in Treasury Regulations Section 1.1502-76(h)) or similar provisions of U.S. state, local or non-U.S. Law) effective on the day after the Closing Date.
Closing Tax Period. “Post-Closing Tax Period” means any Tax period beginning after the Closing Date and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period beginning on the day after the Closing Date.
Closing Tax Period. “Pre-Closing Tax Period” shall have the meaning set forth in Section 9.12(a) of the Agreement.
Closing Tax Period. “Pre-Closing Tax Period” shall mean (i) any Tax period ending on or before the Closing Date, and (ii) in the case of any Tax period that includes, but does not end on the Closing Date, the portion of such Tax period through the Closing Date. For purposes of a Tax period described in clause “(ii),” the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (A) in the case of any property or similar Taxes, be deemed to be the amount of such Tax for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period, and (B) in the case of any other Tax, be deemed equal to the amount which would by payable if the period ended on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) other than with respect to property placed into service after the Closing Date shall be allocated on a per diem basis.
Closing Tax Period. The Buyer and the Company shall cooperate with the Seller to the extent reasonably necessary to prepare such Tax returns. The Buyer shall, or shall cause the Company to, file Tax returns (including, without limitation, all federal, state and local returns for income, sales, use, property, intangible, premium, and franchise Taxes) which include, and report the operations from, the Company for the taxable period beginning on the day following the Closing Date and for any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”). With respect to Straddle Periods, (i) Buyer shall prepare the Tax returns in a manner which is materially consistent with the Company’s past practice, (ii) the Buyer shall provide the Seller with copies of such Tax returns to be filed by the Buyer at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto), (iii) no Tax return shall be filed without Seller’s prior written consent, and (iv) the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (but expressly excluding any business conducted or assets acquired by the Company after the Closing Date) and the amount of other Taxes of the Company for Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period (but expressly excluding any Taxes incurred as a result of business conducted or assets acquired by the Company after the Closing Date) 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 total number of days in the Straddle Period. If there is any disagreement between the Buyer and the Seller with respect to such Straddle Period Tax returns, the Seller’s determination shall control as long as it is reasonably consistent with the Company’s past practice.
Closing Tax Period. “Pre-Closing Tax Period” shall mean any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year or period ending on and including the Closing Date. For purposes of this Agreement, in the case of any taxable year or period of a Company or a Company Subsidiary which includes the Closing Date (but does not end on that day), (a) property Taxes allocable to the Pre-Closing Tax Period shall be equal to the amount of such property Taxes for the entire taxable year or period multiplied by a fraction, the numerator of which is the number of days during the taxable year or period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable year or period, and (b) Taxes (other than property Taxes) of the Company or a Company Subsidiary for the Pre-Closing Tax Period shall be computed as if such taxable year or period (and the taxable year or period of any entity taxable as a partnership in which the Company or the Company Subsidiary owns a direct or indirect interest) ended as of the close of business on the Closing Date.
Closing Tax Period. Post-Closing Tax Period" shall have the meaning set forth in Section 3.12(j) of the Agreement.
Closing Tax Period. Seller shall prepare and timely file all Returns and amendments thereto required to be filed by the Mezzanine Company and the Property Owner prior to the Closing Date with respect to any taxable period which terminates prior to the Closing Date. In the event such Return or amendment impacts any Taxes indemnified by Seller under Section 7.6.6, Seller shall provide any such Return or amendment to Purchaser at least twenty (20) days before its due date for Purchaser’s review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed).
Closing Tax Period. Any documents requested by the Buyer or the Seller shall be limited to those documents that reasonably relate to the Returns (including any workpapers connected thereto), disputes and other matters relating to Taxes in respect of the Business and the Purchased Assets. Nothing in this Section 5.6 shall be interpreted as requiring either party to disclose to the other party confidential information that does not relate to the Returns (including any workpapers connected thereto), disputes and other matters relating to Taxes in respect of the Business and the Purchased Assets, and either party may make appropriate redactions to documents provided to protect such confidential information.
