Post-Closing Periods. Purchaser shall control the defense and settlement of any Tax Controversy involving any asserted liability for Taxes imposed with respect to the Company relating to Tax Periods that begin after the Closing Date.
Post-Closing Periods. The Company has not agreed to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period or portion thereof ending after the Closing Date as a result of a change in method of accounting for Tax purposes for a taxable period or portion thereof ending on or prior to the Closing Date unless such change in method of accounting for Tax purposes was required by mandatory law. No election has been made with respect to Taxes of the Company in any Tax Return that has not been Made Available to Purchaser. No Taxing Authority has operated or agreed to operate any special arrangement (being an arrangement which is not directly based on relevant legislation, even if based on any published practice, including rulings and agreements with the Taxing Authorities) or has agreed on any compromise in relation to the affairs of the Company.
Post-Closing Periods. Section 11.1(c)........................................59
Post-Closing Periods. Buyer shall pre- pare, or cause to be prepared, and file all Tax Returns required to be filed by, or on behalf of, the Subsidiary Groups for all Post-Closing Periods.
Post-Closing Periods. There is no taxable income of the Company that will be required under applicable Law to be reported by the Company for a taxable period (or portion thereof) beginning after the Closing Date which taxable income was realized (and reflects economic income arising) on or before the Closing Date. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for Tax purposes for a taxable period or portion thereof ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) executed on or prior to the Closing Date; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law) created on or prior to the Closing Date; (iv) installment sale or option transaction disposition made on or prior to the Closing Date; (v) prepaid amount received on or prior to the Closing Date; (vi) election under Section 108(i) of the Code; or (vii) use of an improper method of accounting for a taxable period or portion thereof ending prior to the Closing Date. The transactions contemplated by this Agreement will not give rise to any liability for Tax of the Company, with the exception of any Transfer Taxes for which Equityholders are liable hereunder.
Post-Closing Periods. Purchaser will cause to be prepared and filed all Tax Returns required to be filed by or on behalf of the Company for Post-Closing Periods. Purchaser will pay, and will indemnify and hold harmless Sellers and Seller's Affiliates from and against any Taxes imposed on the Company with respect to any such period.
Post-Closing Periods. (i) Neither the Company nor any of its Subsidiaries has agreed to, or will be required to, include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (A) the application of Section 481 or Section 263A of the Code (or any corresponding or similar provisions of state, local or foreign Tax laws) to transactions, events or accounting methods employed prior to the Closing, (B) any “closing agreement,” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) executed on or prior to the Closing Date, (C) any “intercompany transaction” or any “excess loss account” (within the meaning of Treasury Regulations Sections 1.1502-13 and 1.1502-19, respectively) (or any corresponding or similar provisions of state, local or foreign Tax Law), (D) any installment sale, open transaction or other similar transaction made on or prior to the Closing Date, (E) any prepaid amount received on or prior to the Closing Date or (F) any election under Section 108(i) of the Code.
(ii) No Taxing Authority has operated or agreed to operate any material Tax holiday or material similar arrangement (being an arrangement which is not directly based on relevant legislation, even if based on any published practice, including rulings and agreements with the Taxing Authorities) in relation to the affairs of the Company or any of its Subsidiaries.
Post-Closing Periods. Except as set forth in Section 3.23(d) of the Disclosure Schedules, no material item of income or gain reported by the Company for financial or statutory accounting purposes in any period prior to the Closing Date will be required to be included in the taxable income of the Company in any period following the Closing Date, and no material item of loss or deduction of the Company required to be reported for financial or statutory accounting purposes in any period following the Closing Date was claimed as a deduction from taxable income in any period prior to the Closing Date. The Company has not taken any action other than in accordance with past practice that would have the effect of deferring a measure of Tax (including income, sales, gross receipts or payroll) from a period (or portion thereof) ending on or prior to the Closing Date to a period (or portion thereof) beginning after the Closing Date. The Company has not agreed to or will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any change in method of accounting for Tax purposes for a taxable period or portion thereof ending on or prior to the Closing Date or any provision of Legal Requirements that defers income realized or accelerated deductions otherwise accrued in accordance with Legal Requirements prior to the Closing Date. No election has been made with respect to Taxes of the Company in any Tax Return that has not been made available to Buyer. No Taxing Authority has operated or agreed to operate any special arrangement (being an arrangement which is not directly based on relevant legislation, even if based on any published practice, including rulings and agreements with such Taxing Authority) or has agreed on any compromise in relation to the affairs of the Company. To the Company’s Knowledge, the Transactions will not give rise to any Liability for Taxes of the Company, with the exception of (i) employer payroll and withholding Taxes arising from the Options Cash Out as provided by this Agreement, and (ii) any Transfer Taxes for which Sellers are liable hereunder. Other than payroll taxes in connection with payments, if any, of the Retention Pool and Optionholders, no Taxes are required to be withheld with respect to payments made pursuant to this Agreement.
Post-Closing Periods. The Partnership shall prepare and file all other Tax Returns of the Partnership for all taxable periods that include or come after the Closing Date. The Purchaser or one of its Affiliates designated by it shall act as the “partnership representative” within the meaning of Section 6223(a) of the Code, as amended by the Revised Partnership Tax Audit Procedures, for all taxable periods of the Partnership that include or come after the Closing Date.
Post-Closing Periods. The Parent Indemnitees shall not have any right to indemnification with respect to, or based on, Taxes to the extent such Taxes are attributable to Tax periods (or portions thereof) beginning after the Closing Date.
