OR BEFORE THE CLOSING DATE Clause Samples

OR BEFORE THE CLOSING DATE. The Shareholder shall be liable for, and shall indemnify and hold Buyer and the Company harmless against, all Taxes due or payable by or with respect to the Company for any taxable year (I.E., the taxable year ended December 31, 2001) or taxable period (I.E., the taxable period beginning on January 1, 2002 and ending on the Closing Date) ending on or prior to the Closing Date ("PRE-CLOSING TAXES").

OR BEFORE THE CLOSING DATE. The Turecamo Stockholders shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Turecamo Entities for all periods ending on or prior to the Closing Date which are filed after the Closing Date including all requisite state and federal income Tax Returns for the Turecamo Entities for their 1997 fiscal year and for the period from January 1, 1998 through and including the day prior to the Closing Date. The Turecamo Stockholders shall permit ▇▇▇▇▇ Enterprises to review and comment on each such Tax Return described in the preceding sentence prior to filing.

OR BEFORE THE CLOSING DATE. The Stockholder of each Member (in the case of PCS, IPLLC, and in the case of Kerman, KCI), or any designated representative thereof, shall have the obligation to prepare all Tax Returns that are required to be filed by or with respect to the income, assets, or operations of that Stockholder's affiliated Member for all taxable years or other taxable periods ending on or prior to the Closing Date with respect to that Member (a "MEMBER PRE-CLOSING PERIOD"). Each such Tax Return shall be submitted to UbiquiTel Parent at least 30 days prior to filing for approval, which shall not be unreasonably withheld. Except as provided in this Section 11.6 and in Section 11.7 with respect to the ▇▇▇▇▇ Merger, UbiquiTel Parent shall have the exclusive obligation and authority to timely file or cause to be timely filed all Tax Returns that are required to be filed by or with respect to the income, assets or operations of a Member or any successor thereto, LLC and LLC Subsidiary.

OR BEFORE THE CLOSING DATE. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Taxes (including, without limitation, the Michigan Single Business Tax and the Canadian capital tax) based upon or relating to income (such Taxes (including penalties and interest thereon), "INCOME TAXES") (such Tax Returns, "INCOME TAX RETURNS") for the Company or any of its Subsidiaries for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall permit the Representative to review and comment on each such Income Tax Return described in the preceding sentence prior to filing. The Sellers will jointly and severally reimburse Buyer for the amount of all Income Taxes relating to any taxable period (or partial period) ending on or prior to the Closing Date, regardless of the time for filing the income tax returns for such taxable period. Such payments shall be made within two business days of payment by the Buyer, any of its Subsidiaries or Affiliates of such Income Taxes.

OR BEFORE THE CLOSING DATE. Seller shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns that are required to be filed for the Stock Group for all Taxable Periods ending on or prior to the Closing Date, provided that, with respect to any such Tax Returns to be filed after the Closing Date, Seller shall prepare or cause to be prepared and Buyer shall file or cause to be filed such Tax Return. All such Tax Returns shall be prepared in a manner consistent with prior practice of the relevant member of the Stock Group. Seller shall pay, or cause to be paid, all Taxes due with respect to such taxable periods, provided that with respect to any such Tax Returns to be filed after the Closing Date, Buyer shall pay or cause to be paid all such Taxes, and Seller shall reimburse Buyer for Taxes of such Subsidiaries with respect to such periods within fifteen (15) days after payment by Buyer of such Taxes, in each case to the extent provided in Section 9.12(a)(ii).

OR BEFORE THE CLOSING DATE. Shareholders shall cause Infohiway to prepare or cause to be prepared and file or cause to be filed all Tax Returns for Infohiway for all periods ending on or prior to the Closing Date, including but not limited to the short year return from January 1, 1998 through the Closing Date, which are filed after the Closing Date. Shareholders shall be individually responsible for the costs of preparation of such tax returns and any and all taxes due and owing for such tax returns. Shareholders shall permit RMI to review and comment on each such Tax Return described in the preceding sentence prior to filing.