Other Tax Covenants. (a) In the case of any Overlap Period, the amount of any Taxes of a Partner Company based upon or measured by net income or gross receipts which related to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of such Partner Company as of the Effective Time (and for such purpose, the Taxable period of any partnership or other pass-through entity in which such Partner Company holds a beneficial interest shall be deemed to terminate at such time). The amount of Taxes other than Taxes of each Partner Company based upon or measured by net income or gross receipts for an Overlap Period which relate to the Pre-Closing Tax Period will 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 portion of the Taxable period ending at the Effective Time and the denominator of which is the number of days in such Overlap Period. (b) Any Tax refund, credit or similar benefit relating to Pre-Closing Tax Period shall be for the benefit and the property of Partner Company Stockholder, except to the extent that such refund, credit or similar benefit was reflected in the calculation of Adjusted Working Capital or otherwise taken into account in determining the final Purchase Price, and if realized after the Effective Time by Founder or any Partner Company (or any of their affiliates), shall be paid over promptly to Partner Company Stockholder within ten (10) days after realization thereof. Any Tax refund, credit or similar benefit relating to any Overlap Period shall be attributed to the Pre-Closing Tax Period and/or the Post-Closing Tax Period based upon the method employed in Section 9.3(a). (c) Founder, the Partner Companies, and Partner Company Stockholder shall cooperate fully, as and to the extent reasonably requested by any other party hereto, in connection with the filing of Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes of, or attributable to, such Partner Company. Such cooperation shall include the retention and (upon any other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Founder, the Partner Companies, and Partner Company Stockholder agree (i) to retain all books and records with respect to Tax matters pertinent to each Partner Company relating to any Tax period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by or on behalf of a Partner Company or Partner Company Stockholder, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give each other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any other party so requests, any Partner Company or Partner Company Stockholder, as the case may be, shall allow such other party to take possession of such books and records. (d) Any Tax-sharing agreements or similar agreements with respect to or involving a Partner Company shall be terminated as of the Closing Date and, after the Closing Date, such Partner Company shall not be bound thereby or have any liability thereunder. (e) Unless otherwise required by applicable law, (i) neither Founder nor any of its affiliates shall make or change, or permit any Partner Company to make or change, any Tax election, amend any Tax Return, take any action or enter into any transaction, in each case after the Effective Time, that results in any increased Tax liability of Partner Company Stockholder, or that increases the indemnification obligation of Partner Company Stockholder under this Agreement, and (ii) neither Founder nor any of its affiliates shall cause or permit any Partner Company to file an amended Tax Return with respect to any Pre-Closing Tax Period without obtaining the prior written consent of Partner Company Stockholder, which consent may be withheld by Partner Company Stockholder in his or her sole and absolute discretion.
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Other Tax Covenants. (a) In the case of any Overlap Period, the amount of any Taxes of a the Partner Company based upon or measured by net income or gross receipts which related to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of such the Partner Company as of the Effective Time (and for such purpose, the Taxable period of any partnership or other pass-through entity in which such the Partner Company holds a beneficial interest shall be deemed to terminate at such time); provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) other than with respect to property placed in service after the Closing, shall be allocated on a daily basis. The amount of Taxes other than Taxes of each the Partner Company based upon or measured by net income or gross receipts for an Overlap Period which relate to the Pre-Closing Tax Period will 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 portion of the Taxable period ending at the Effective Time and the denominator of which is the number of days in such Overlap Period.
(b) Any Tax refund, credit or similar benefit of any Subject Partner Company relating to Pre-Closing Tax Period shall be for the benefit and the property of Partner Company Stockholder, except to the extent that such refund, credit or similar benefit was reflected in the calculation of Adjusted Working Capital or otherwise taken into account in determining the final Purchase Price, and if realized after the Effective Time by Founder or any the Partner Company (or any of their affiliates), shall be paid over promptly to Partner Company Stockholder within ten (10) days after realization thereof. Any Tax refund, credit or similar benefit relating to the business for any Overlap Period shall be attributed to the Pre-Closing Tax Period and/or the Post-Closing Tax Period based upon the method employed in Section 9.3(a).
(c) Founder, the Partner CompaniesCompany, and Partner Company Stockholder shall cooperate fully, as and to the extent reasonably requested by any other party hereto, in connection with the filing of Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes of, or attributable to, such the Partner Company. Such cooperation shall include the retention and (upon any other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Founder, the Partner CompaniesCompany, and Partner Company Stockholder agree (i) to retain all books and records with respect to Tax matters pertinent to each the Partner Company relating to any Tax period or portion thereof beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by or on behalf of a the Partner Company or Partner Company Stockholder, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give each other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any other party so requests, any the Partner Company or Partner Company Stockholder, as the case may be, shall allow such other party to take possession of such books and records.
(d) Any Tax-sharing agreements or similar agreements with respect to or involving a the Partner Company shall be terminated as of the Closing Date and, after the Closing Date, such the Partner Company shall not be bound thereby or have any liability thereunder.
(e) Unless otherwise required by applicable law, (i) neither Founder nor any of its affiliates shall make or change, or permit any Partner Company to make or change, any Tax election, amend any Tax Return, take any action or enter into any transaction, in each case after the Effective Time, that results in any increased Tax liability of Partner Company Stockholder, or that increases the indemnification obligation of Partner Company Stockholder under this Agreement, and (ii) neither Founder nor any of its affiliates shall cause or permit any the Partner Company to file an amended Tax Return with respect to any Pre-Closing Tax Period without obtaining the prior written consent of Partner Company Stockholder, which consent may be withheld by Partner Company Stockholder in his or her sole and absolute discretion.
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Other Tax Covenants. (a) In the case of any Overlap Period, the amount of any Taxes of a the Partner Company or the Partner Company Subsidiary, as applicable, based upon or measured by net income or gross receipts which related to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of such the Partner Company or the Partner Company Subsidiary, as applicable, as of the Effective Time (and for such purpose, the Taxable period of any partnership or other pass-through entity in which such the Partner Company holds a beneficial interest shall be deemed to terminate at such time); provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) other than with respect to property placed in service in the Partner Company Subsidiary after the Closing, shall be allocated on a daily basis. The amount of Taxes other than Taxes of each the Partner Company or the Partner Company Subsidiary, as applicable, based upon or measured by net income or gross receipts for an Overlap Period which relate to the Pre-Closing Tax Period will 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 portion of the Taxable period ending at the Effective Time and the denominator of which is the number of days in such Overlap Period.
(b) Any Tax refund, credit or similar benefit of any Subject Partner Company relating to Pre-Closing Tax Period shall be for the benefit and the property of Partner Company Stockholder, except to the extent that such refund, credit or similar benefit was reflected in Other Current Assets in the calculation of Adjusted Working Capital or otherwise taken into account in determining the final Purchase PriceCapital, and if realized after the Effective Time by Founder or any the Partner Company (or any of their affiliates), shall be paid over promptly to Partner Company Stockholder within ten (10) days after realization thereof. Any Tax refund, credit or similar benefit relating to the Business for any Overlap Period shall be attributed to the Pre-Closing Tax Period and/or the Post-Closing Tax Period based upon the method employed in Section 9.3(a).
(c) Founder, the Partner CompaniesCompany, Partner Company Subsidiary and Partner Company Stockholder shall cooperate fully, as and to the extent reasonably requested by any other party hereto, in connection with the filing of Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes of, or attributable to, such the Partner CompanyCompany or the Partner Company Subsidiary. Such cooperation shall include the retention and (upon any other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Founder, the Partner CompaniesCompany, Partner Company Subsidiary and Partner Company Stockholder agree (i) to retain all books and records with respect to Tax matters pertinent to each the Partner Company or the Partner Company Subsidiary relating to any Tax period or portion thereof beginning on or before the Closing Date and ending on the Closing Date until the expiration of the statute of limitations (and, to the extent notified by or on behalf of a the Partner Company, Partner Company Subsidiary or Partner Company Stockholder, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give each other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any other party so requests, any the Partner Company, Partner Company Subsidiary or Partner Company Stockholder, as the case may be, shall allow such other party to take possession of such books and records.
(d) Any Tax-sharing agreements or similar agreements with respect to or involving a the Partner Company Subsidiary shall be terminated as of the Closing Date and, after the Closing Date, such the Partner Company Subsidiary shall not be bound thereby or have any liability thereunder.
(e) Unless otherwise required by applicable lawa taxing authority, (i) neither Founder nor any of its affiliates shall make or change, or permit any Partner Company Subsidiary to make or change, any Tax election, amend any Tax Return, take any action or enter into any transaction, in each case after the Effective Time, that results in any increased Tax liability of Partner Company Stockholder, or that increases the indemnification obligation of Partner Company Stockholder under this Agreement, and (ii) neither Founder nor any of its affiliates shall or shall cause or permit any the Partner Company Subsidiary to file an amended Tax Return with respect to any Pre-Closing Tax Period without obtaining the prior written consent of Partner Company Stockholder, which consent may be withheld by Partner Company Stockholder in his or her sole and absolute discretion.
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Other Tax Covenants. (a) In the case of any Overlap Period, the amount of any Taxes of a the Partner Company based upon or measured by net income or gross receipts which related to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of such the Partner Company as of the Effective Time (and for such purpose, the Taxable period of any partnership or other pass-through entity in which such the Partner Company holds a beneficial interest shall be deemed to terminate at such time). The amount of Taxes other than Taxes of each the Partner Company based upon or measured by net income or gross receipts for an Overlap Period which relate to the Pre-Closing Tax Period will 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 portion of the Taxable period ending at the Effective Time and the denominator of which is the number of days in such Overlap Period.
(b) Any Other than any refund based upon income receipt or accelerated depreciation under Section 179 of the Code which shall be the sole property of Partner Company, any Tax refund, credit or similar benefit relating to Pre-Closing Tax Period shall be for the benefit and the property of Partner Company Stockholder, except to the extent that such refund, credit or similar benefit was reflected in the calculation of Adjusted Working Capital or otherwise taken into account in determining the final Purchase Price, and if realized after the Effective Time by Founder or any the Partner Company (or any of their affiliates), shall be paid over promptly to Partner Company Stockholder within ten (10) days after realization thereof. Any Tax refund, credit or similar benefit relating to any Overlap Period shall be attributed to the Pre-Closing Tax Period and/or the Post-Closing Tax Period based upon the method employed in Section 9.3(a).
(c) Founder, the Partner CompaniesCompany, and Partner Company Stockholder shall cooperate fully, as and to the extent reasonably requested by any other party hereto, in connection with the filing of Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes of, or attributable to, such the Partner Company. Such cooperation shall include the retention and (upon any other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Founder, the Partner CompaniesCompany, and Partner Company Stockholder agree (i) to retain all books and records with respect to Tax matters pertinent to each the Partner Company relating to any Tax period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by or on behalf of a the Partner Company or Partner Company Stockholder, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give each other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any other party so requests, any the Partner Company or Partner Company Stockholder, as the case may be, shall allow such other party to take possession of such books and records.
(d) Any Tax-sharing agreements or similar agreements with respect to or involving a the Partner Company shall be terminated as of the Closing Date and, after the Closing Date, such the Partner Company shall not be bound thereby or have any liability thereunder.
(e) Unless otherwise required by applicable law, (i) neither Founder nor any of its affiliates shall make or change, or permit any Partner Company to make or change, any Tax election, amend any Tax Return, take any action or enter into any transaction, in each case after the Effective Time, that results in any increased Tax liability of Partner Company Stockholder, or that increases the indemnification obligation of Partner Company Stockholder under this Agreement, and (ii) neither Founder nor any of its affiliates shall cause or permit any the Partner Company to file an amended Tax Return with respect to any Pre-Closing Tax Period without obtaining the prior written consent of Partner Company Stockholder, which consent may be withheld by Partner Company Stockholder in his or her sole and absolute discretion.
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Other Tax Covenants. (a) In the case of any Overlap Period, the amount of any Taxes of a the Partner Company based upon or measured by net income or gross receipts which related to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of such the Partner Company as of the Effective Time (and for such purpose, the Taxable period of any partnership or other pass-through entity in which such the Partner Company holds a beneficial interest shall be deemed to terminate at such time). The amount of Taxes other than Taxes of each the Partner Company based upon or measured by net income or gross receipts for an Overlap Period which relate to the Pre-Closing Tax Period will 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 portion of the Taxable period ending at the Effective Time and the denominator of which is the number of days in such Overlap Period.
(b) Any Tax refund, credit or similar benefit relating to Pre-Closing Tax Period shall be for the benefit and the property of Partner Company StockholderStockholders, except to the extent that such refund, credit or similar benefit was reflected in the calculation of Adjusted Working Capital or otherwise taken into account in determining the final Purchase Price, and if realized after the Effective Time by Founder or any the Partner Company (or any of their affiliates), shall be paid over promptly to Partner Company Stockholder Stockholders within ten (10) days after realization thereof. Any Tax refund, credit or similar benefit relating to any Overlap Period shall be attributed to the Pre-Closing Tax Period and/or the Post-Closing Tax Period based upon the method employed in Section 9.3(a).
(c) Founder, the Partner CompaniesCompany, and Partner Company Stockholder Stockholders shall cooperate fully, as and to the extent reasonably requested by any other party hereto, in connection with the filing of Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes of, or attributable to, such the Partner Company. Such cooperation shall include the retention and (upon any other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Founder, the Partner CompaniesCompany, and Partner Company Stockholder Stockholders agree (i) to retain all books and records with respect to Tax matters pertinent to each the Partner Company relating to any Tax period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by or on behalf of a the Partner Company or a Partner Company Stockholder, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give each other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any other party so requests, any the Partner Company or any Partner Company Stockholder, as the case may be, shall allow such other party to take possession of such books and records.
(d) Any Tax-sharing agreements or similar agreements with respect to or involving a the Partner Company shall be terminated as of the Closing Date and, after the Closing Date, such the Partner Company shall not be bound thereby or have any liability thereunder.
(e) Unless otherwise required by applicable law, (i) neither Founder nor any of its affiliates shall make or change, or permit any Partner Company to make or change, any Tax election, amend any Tax Return, take any action or enter into any transaction, in each case after the Effective Time, that results in any increased Tax liability of a Partner Company Stockholder, or that increases the indemnification obligation of a Partner Company Stockholder under this Agreement, and (ii) neither Founder nor any of its affiliates shall cause or permit any the Partner Company to file an amended Tax Return with respect to any Pre-Closing Tax Period without obtaining the prior written consent of such Partner Company Stockholder, which consent may be withheld by a Partner Company Stockholder in his or her sole and absolute discretion.
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