Post-Closing Tax Benefits Sample Clauses

Post-Closing Tax Benefits. If: (1) pursuant to Section 5.9b, Shareholders pay an incremental Tax for a Pre-Closing Tax Period as a result of an adjustment by a Government Entity of a Tax Return of Company for such Pre-Closing Tax Period; and (2) as a result of such adjustment, Parent or Company actually realizes a Tax benefit (including a refund, credit or reduction in Tax) (calculated on a with and without basis) arising from the payment of such incremental Tax in the Tax period that includes the Closing Date or the Two (2) succeeding taxable years; then Parent or Company will pay the amount of such Tax benefit, net of all costs, Taxes and expenses incurred or imposed on Parent or Company in connection therewith, to the Shareholder Representative Group for the benefit of the Shareholders within Thirty (30) days after actually realizing such Tax benefit.
Sample 1
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Post-Closing Tax Benefits. Any Transaction Tax Benefits actually realized by Parent, the Company or any of their Subsidiaries with respect to the short taxable year beginning the day after the Closing Date or the immediately succeeding taxable year (the “Specified Taxable Periods”) will be for the account of Stockholders. For this purpose, a “Transaction Tax Benefit” is any reduction in the actual cash Tax Liability of Parent, the Company or any of their respective Subsidiaries with respect to any Specified Taxable Period resulting from the deduction of any Transaction Expenses (or any net operating loss attributable to the Transaction Expenses) in such period, calculated on a “with and without” basis. At least 15 days prior to the filing of any Tax Return for a Specified Taxable Period that reflects any deduction for Transaction Expenses (or any net operating loss attributable to the Transaction Expenses), Parent will provide to the Stockholder Representative a schedule, with reasonable supporting detail, identifying the amount of the Transaction Tax Benefit realized with respect to such Tax Return. Parent will pay to the Stockholder Representative any Transaction Tax Benefit within 10 Business Days after filing the relevant Tax Return with respect to which such Transaction Tax Benefit is realized.
Sample 1
Post-Closing Tax Benefits. Buyer shall pay, or cause to be paid, to Seller the amount of any refund of Tax payments made or reduction in Tax payments that would otherwise be made in any Tax period (or portion thereof) beginning after the Closing Date by Buyer, the Company or any of its Subsidiaries, or any of their Affiliates that are attributable to: (a) any net operating or capital loss or credit carryforwards of the Company or any Subsidiary of the Company from any Pre-Closing Tax Period; or (b) any Transaction Deductions, in each case, properly deductible in a Tax period (or portion thereof) beginning after the Closing Date, in each case, calculated on a “with and without basis” by comparing Taxes that would have been payable without any such deductions or credits and Taxes actually payable taking into account such deductions or credits (collectively, “Post-Closing Tax Benefit”). Buyer shall pay, or cause to be paid, over to Seller any such Post-Closing Tax Benefit within five (5) Business Days after actual receipt of any Tax refund or within five (5) Business Days after filing the Tax Return reflecting a reduction in Taxes. At the end of each Tax period during which any deductions or other items that may result in a Post-Closing Tax Benefit remain outstanding, as promptly as practicable after the end of such Tax period and in any event no later than five (5) Business Days after the filing of the applicable Tax Returns for such period or the receipt of any Tax refund that may result in a Post-Closing Tax Benefit, Buyer shall deliver to Seller a statement in reasonable detail, together with any applicable supporting materials, of the Post-Closing Tax Benefit payable to Seller and such “with and without” calculation and such other information reasonably requested by Seller.
Sample 1

Related to Post-Closing Tax Benefits

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Tax Benefits If an indemnification obligation of any Indemnifying Party under this Section 14 arises in respect of an adjustment that makes allowable to an Indemnified Party any offsetting deduction or other item that would reduce taxes which would not, but for such adjustment, be allowable, then any such indemnification obligation shall be an amount equal to (i) the amount otherwise due but for this Section 14(d), minus (ii) the reduction in actual cash Taxes payable by the Indemnified Party in the year such indemnification obligation arises, determined on a “with and without” basis.

  • Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Tax Benefit If, as the result of any Taxes paid or indemnified against by the Facility Lessee under this Section 9.2, the aggregate Taxes actually paid by the Tax Indemnitee for any taxable year and not subject to indemnification pursuant to this Section 9.2 are less (whether by reason of a deduction, credit, allocation or apportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a "Tax Benefit"), then to the extent such Tax Benefit was not taken into account in determining the amount of indemnification payable by the Facility Lessee under paragraph (a) or (c) above and provided no Significant Lease Default or Lease Event of Default shall have occurred and be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Significant Lease Default or Lease Event of Default has been cured), such Tax Indemnitee shall pay to the Facility Lessee the lesser of (A) (y) the amount of such Tax Benefit, plus (z) an amount equal to any United States federal, state or local income tax benefit resulting to the Tax Indemnitee from the payment under clause (y) above and this clause (z) (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the amount of the indemnity paid pursuant to this Section 9.2 giving rise to such Tax Benefit; provided, however, that any excess of (A) over (B) shall be carried forward and reduce the Facility Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.2. If it is subsequently determined that the Tax Indemnitee was not entitled to such Tax Benefit, the portion of such Tax Benefit that is required to be repaid or recaptured will be treated as Taxes for which the Facility Lessee must indemnify the Tax Indemnitee pursuant to this Section 9.2 without regard to paragraph (b) hereof. Notwithstanding anything to the contrary herein, each Certificateholder Indemnitee shall determine the allocation of any tax benefits, savings, credit, deduction or allocation in its sole good faith discretion and each position to be taken on its tax return shall be in its sole control and it shall not be required to disclose any tax return or related documentation to any Person.

  • Refunds and Tax Benefits Any Tax refunds that are received by any of the MGM Entities, and any amounts credited against Tax to which Purchaser or any of the MGM Entities becomes entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date (but only to the extent such amounts are in excess of the amount, if any, of Tax receivables and offsets to Tax reserves on the financial statements of the Company from which the Final Statement was derived) shall be for the account of Parent, and Purchaser shall pay over to Parent (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Purchaser or any of the MGM Entities at the time the Tax Return to which such credit relates is filed by Purchaser or any of the MGM Entities. Any Tax refunds that are received by Parent or any of its Affiliates, and any amounts credited against Tax to which Parent or any of its Affiliates becomes entitled (other than refunds of income Taxes and/or any amounts credited against Tax resulting from adjustments in connection with the activities of the Company which shall be for the account of Parent), that relate to Taxes of the Company for Tax periods or portions thereof after the Closing Date shall be for the account of Purchaser, and Parent or its Affiliates shall pay over to Purchaser (a) any such cash refund within fifteen days after receipt thereof and (b) the amount of Tax savings realized by Parent or any of its Affiliates at the time the Tax Return to which such credit relates is filed by Parent or any of its Affiliates.

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