Common use of Disallowed Deductions Clause in Contracts

Disallowed Deductions. (i) If, in connection with any audit or other investigation by any taxing authority of any Taxes payable by the Shareholders for any period ending on or prior to the Closing Date (x) any deduction claimed by any of the Shareholders with respect to any such pre-Closing tax period is disallowed by the taxing authority conducting such audit or investigation and (y) the taxing authority which is conducting such audit or investigation agrees that the Purchaser or any of the Companies will be permitted to use such deduction for purposes of calculating the Taxes due and payable by the Purchaser or any of the Companies with respect to any period ending after the Closing Date (any such deduction being hereinafter referred to as a Shareholders' Disallowed Deduction), then the Purchaser agrees to pay to the Shareholders an amount equal to the amount of the Shareholders' Disallowed Deduction multiplied by the applicable tax rate of the Purchaser or the Companies, as the case may be, in the jurisdiction in which such Tax audit or investigation is being conducted and in the year the Shareholders' Disallowed Deduction may be used by the Purchaser or the Companies, no later than thirty (30) days following the date on which the applicable taxing authority issues a written statement which indicates that the Shareholders' Disallowed Deduction may not be used by the Shareholders in connection with their calculation of the Taxes payable for periods ending on or before the Closing Date but may be used for purposes of calculating the Taxes payable by the Purchaser or the Companies for any period ending after the Closing Date. The Shareholders will provide the Purchaser with such information as may be reasonably requested by the Purchaser in order to enable the Purchaser to use the Sellers' Disallowed Deduction and file a claim for a tax refund for any tax period ending after the Closing Date in which the Shareholders' Disallowed Deduction may be used.

Disallowed Deductions. (i) If, in connection with any audit or other investigation by any taxing authority Taxing Authority of any Taxes payable by the Shareholders Sellers for any period ending on or prior to the Closing Date Date: (xA) any deduction claimed by any of the Shareholders Sellers with respect to any such pre-Closing tax period is disallowed by the taxing authority Taxing Authority conducting such audit or investigation and (yB) the taxing authority Taxing Authority which is conducting such audit or investigation agrees that any of the Purchaser Buyers or any of the Companies will be permitted to use such deduction for purposes of calculating the Taxes due and payable by any of the Purchaser Buyers or any of the Companies with respect to any period ending after the Closing Date (any such deduction being hereinafter referred to as a Shareholders"Sellers' Disallowed Deduction"), then the Purchaser agrees Buyers agree to pay to the Shareholders Sellers an amount equal to the amount of the ShareholdersSellers' Disallowed Deduction multiplied by the applicable tax rate of the Purchaser Buyers or the Companies, as the case may be, in the jurisdiction in which such Tax audit or investigation is being conducted and in the year the ShareholdersSellers' Disallowed Deduction may be used by the Purchaser Buyers or the Companies, no later than thirty (30) days following the date on which the applicable taxing authority Taxing Authority issues a written statement which indicates that the ShareholdersSellers' Disallowed Deduction may not be used by the Shareholders Sellers in connection with their calculation of the Taxes payable for periods ending on or before the Closing Date but may be used for purposes of calculating the Taxes payable by the Purchaser Buyers or the Companies for any period ending after the Closing Date. The Shareholders Sellers will provide Buyers or the Purchaser Companies with such information as may be reasonably requested by the Purchaser Buyers in order to enable Buyers or the Purchaser Companies to use the Sellers' Disallowed Deduction and file a claim for a tax refund for any tax period ending after the Closing Date in which the ShareholdersSellers' Disallowed Deduction may be used. Buyers shall reimburse Sellers for all reasonable out-of-pocket costs incurred by Sellers in connection with the taking of any action which Buyers request Sellers to take in connection with the filing of any such claim for a tax refund.

Disallowed Deductions. (i) If, in connection with any audit or other investigation by any taxing authority of any Taxes payable by the Shareholders Shareholder for any period ending on or prior to the Pre-Closing Date Tax Period (x) any deduction claimed by any of the Shareholders Shareholder with respect to any such prePre-Closing tax period Tax Period is disallowed by the taxing authority conducting such audit or investigation and (y) the taxing authority which is conducting such audit or investigation agrees that the Purchaser or any of the Companies Company will be permitted to use such deduction for purposes of calculating the Taxes due and payable by the Purchaser or any of the Companies Company with respect to any period ending after the Closing Date (any such deduction being hereinafter referred to as a Shareholders' "Shareholder's Disallowed Deduction"), then the Purchaser agrees to pay to the Shareholders Shareholder an amount equal to the amount of the Shareholders' Shareholder's Disallowed Deduction multiplied by the applicable tax rate of the Purchaser or the CompaniesCompany, as the case may be, in the jurisdiction in which such Tax audit or investigation is being conducted and in the year the Shareholders' Shareholder's Disallowed Deduction may be used by the Purchaser or the CompaniesCompany, no later than thirty (30) days following the date on which the applicable taxing authority issues a written statement which indicates that the ShareholdersShareholder' Disallowed Deduction may not be used by the Shareholders Shareholder in connection with their calculation of the Taxes payable for periods ending on or before the Closing Date but may be used for purposes of calculating the Taxes payable by the Purchaser or the Companies Company for any period ending after the Closing Date. The Shareholders Shareholder will provide the Purchaser with such information as may be reasonably requested by the Purchaser in order to enable the Purchaser to use the Sellers' Shareholder's Disallowed Deduction and file a claim for a tax refund for any tax period ending after the Closing Date in which the Shareholders' Shareholder's Disallowed Deduction may be used.

Disallowed Deductions. (i) If, in connection with any audit or other investigation by any taxing authority Taxing Authority of any Taxes payable by the Shareholders Sellers for any period ending on or prior to the Closing Date Date: (xA) any deduction claimed by any of the Shareholders Sellers with respect to any such pre-Closing tax period is disallowed by the taxing authority Taxing Authority conducting such audit or investigation and (yB) the taxing authority Taxing Authority which is conducting such audit or investigation agrees that any of the Purchaser Buyers or any of the Companies will be permitted to use such deduction for purposes of calculating the Taxes due and payable by any of the Purchaser Buyers or any of the Companies with respect to any period ending after the Closing Date (any such deduction being hereinafter referred to as a Shareholders"SELLERS' Disallowed DeductionDISALLOWED DEDUCTION"), then the Purchaser agrees Buyers agree to pay to the Shareholders Sellers an amount equal to the amount of the ShareholdersSellers' Disallowed Deduction multiplied by the applicable tax rate of the Purchaser Buyers or the Companies, as the case may be, in the jurisdiction in which such Tax audit or investigation is being conducted and in the year the ShareholdersSellers' Disallowed Deduction may be used by the Purchaser Buyers or the Companies, no later than thirty (30) days following the date on which the applicable taxing authority Taxing Authority issues a written statement which indicates that the ShareholdersSellers' Disallowed Deduction may not be used by the Shareholders Sellers in connection with their calculation of the Taxes payable for periods ending on or before the Closing Date but may be used for purposes of calculating the Taxes payable by the Purchaser Buyers or the Companies for any period ending after the Closing Date. The Shareholders Sellers will provide Buyers or the Purchaser Companies with such information as may be reasonably requested by the Purchaser Buyers in order to enable Buyers or the Purchaser Companies to use the Sellers' Disallowed Deduction and file a claim for a tax refund for any tax period ending after the Closing Date in which the ShareholdersSellers' Disallowed Deduction may be used. Buyers shall reimburse Sellers for all reasonable out-of-pocket costs incurred by Sellers in connection with the taking of any action which Buyers request Sellers to take in connection with the filing of any such claim for a tax refund.