Post-Closing Tax Covenants. (a) Subject to Section 5.9(c) and Section 5.12 below, Seller will be responsible for the preparation and filing of all Tax Returns of Seller (including Tax Returns required to be filed after the Closing Date) including to the extent such Tax Returns include or relate to the Seller's operation of the Business or Seller's use or ownership of the Assets. Seller's Tax Returns to the extent they relate to the Business or Assets shall be true, complete and correct and prepared in accordance with applicable law in all respects. Seller will be responsible for and make all payments of Taxes shown to be due on such Tax Returns including to the extent they relate to the Assets or the Business.
Post-Closing Tax Covenants. (a) Subject to Section 6.11(c) below, Seller will be responsible for the preparation and filing of all Tax Returns of Seller (including Tax Returns required to be filed after the Closing Date), and such Tax Returns shall be true, complete and correct and prepared in accordance with applicable law in all material respects. Seller will be responsible for and will make all payments of Taxes shown to be due on such Tax Returns.
Post-Closing Tax Covenants. (a) Subject to Section 5.20(c) below, Seller will be responsible for the preparation and filing of all Tax Returns of Seller (including Tax Returns required to be filed after the Closing Date) to the extent such Tax Returns include or relate to (i) the use or ownership of the Acquired Assets by Seller, (ii) sales and use taxes incurred in connection with the transactions contemplated by the agreement and (iii) employment taxes (A) accrued through and including the Closing Date, with respect to Continuing Employees, and (B) with respect to Employees who are not Continuing Employees. Such Tax Returns shall be true, complete and correct and prepared in accordance with applicable law in all material respects. Except as otherwise provided in Section 2.8 hereof, Seller will be responsible for and make all payments of Taxes shown to be due on such Tax Returns.
Post-Closing Tax Covenants. (a) Subject to Section 7.20(c) below, Seller and its Subsidiaries will be responsible for the preparation and filing of all Tax Returns of Seller and its Subsidiaries (including Tax Returns required to be filed after the Closing Date) to the extent such Tax Returns include or relate to the use or ownership of the Acquired Assets by Seller or any of its Subsidiaries, or to sales, use and employment taxes. The Tax Returns of Seller and its Subsidiaries to the extent they relate to the Acquired Assets or to sales, use and employment taxes shall be true, complete and correct and prepared in accordance with applicable law in all material respects. Seller and its Subsidiaries will be responsible for and make all payments of Taxes shown to be due on such Tax Returns to the extent they relate to the Acquired Assets or to sales, use and employment taxes.
Post-Closing Tax Covenants. Contributee covenants that until the earlier of (i) two (2) years following the Closing Date or (ii) the date that all of the Contributee Units transferred pursuant to Section 2.2 have been sold in a transaction resulting in a basis adjustment under Code Section 743 for the benefit of the transferee, that Contributee and its Affiliates will not dispose of any of the Assets acquired by Contributee pursuant to Section 2.1 if any such disposition or series of dispositions would accelerate any “built-in gain” (as defined in Regulation 1.704-3(a)(3)(ii)) in any such Asset with respect to the Contributee Units transferred to the Contributors pursuant to Section 2.2; provided, however, that Contributee may sell or dispose of any such Assets provided Contributee indemnifies the applicable Contributor for any such accelerated built-in gain allocable to such Contributor. Any such indemnification payment (Y) shall equal an amount obtained by dividing the amount of Tax payable by the ultimate partners of the Contributors resulting from such accelerated built-in gain (X) by the fraction obtained by subtracting from 1 the percentage (expressed as a number) equal to the highest marginal Federal income tax rate applicable to individuals for the year such built-in gain is recognized (for example, if the highest such tax rate is 35%, the number would be .35) (here Z). Thus, the amount of such indemnification payment (Y) may be derived by the following formula: Y = X/1 – Z Any disputes regarding the amount of such indemnification payment shall be resolved as set forth in Section 7.4 below.
Post-Closing Tax Covenants. (i) In the case of any personal property taxes (or other similar taxes) attributable to the Transferred Software, Avatech shall be responsible for tax returns which cover the taxable period through and until the Effective Date and, subject to the provisions of Section 3.3(b)(ii) Autodesk shall be responsible for tax returns relating to the taxable period from the Effective Date forward.
Post-Closing Tax Covenants. (a) To the extent relevant to the Purchased Assets, each party shall (i) provide the other with such assistance as may reasonably be required in connection with the preparation of any Tax return and the conduct of any audit or other examination by any Governmental Authority or in connection with judicial or administrative proceedings relating to any Liability for Taxes and (ii) retain and provide the other with reasonable access to all records or other information that may be relevant to the preparation of any Tax Returns, or the conduct of any audit, examination or other proceeding by a Governmental Authority relating to Taxes.
Post-Closing Tax Covenants. (i) Seller represents that it is not required to file any Tax Returns relating to the Acquired Assets or the Business, other than those relating to employment Taxes with respect to compensation paid to its employees. As between Seller and Purchaser, and subject to Section 6(m)(iii) below, Seller (A) will be solely liable for paying any Taxes it is required to pay, and shall be solely responsible for any Liabilities associated with the non-payment of any other Taxes, in either case relating to the operation of the Business or the use or ownership of the Acquired Assets (whether by Seller or Veracity Networks) for any taxable period (or portion thereof) ending on or prior to the Closing and (B) will file any Tax Returns it is required to file, and will be solely responsible for any Liabilities associated with the non-filing of any other Tax Returns required to be filed, in either case relating to the operation of the Business or the use or ownership of the Acquired Assets (whether by Seller or Veracity Networks), for any taxable period ending on or prior to the Closing Date.
Post-Closing Tax Covenants. (a) Seller shall be responsible for the preparation and filing of all Tax Returns of Seller (including Tax Returns required to be filed in respect of the Purchased Assets on or prior to the Closing Date), and such Tax Returns shall be true, complete, and correct and prepared in accordance with applicable Laws (applicable to Seller or the Business) in all material respects. Seller shall be responsible for and make all payments of Taxes shown to be due on such Tax Returns. Seller shall be responsible for and make all payments of Taxes related to the Purchase Price.
Post-Closing Tax Covenants. (i) In the case of any personal property taxes (or other similar taxes) attributable to the Transferred Software, Swiss Interactive shall be responsible for tax returns which cover the taxable period through and until the Effective Date and, subject to the provisions of Section 3.3(b)(ii) Esports Entertainment shall be responsible for tax returns relating to the taxable period from the Effective Date forward.
