Post-Closing Tax Covenants Sample Clauses

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. (b) Buyer will be responsible for the preparation and filing of all Tax Returns it is required to file with respect to Buyer’s ownership or use of the Acquired Assets and employment of the Continuing Employees attributable to taxable periods (or portions thereof) commencing on or after the Closing Date. Such Tax Returns shall be true, complete and correct and prepared in accordance with applicable law in all material respects. Buyer will make all payments of Taxes shown to be due on such Tax Returns. (c) In the case of any real or personal property taxes (or other similar Taxes) attributable to the Acquired Assets which returns cover a taxable period commencing before the Closing Date and ending thereafter, Buyer shall prepare such returns and make all payments required with respect to any such return; provided, however, Seller will promptly reimburse Buyer upon receipt of a copy of the filed Tax return to the extent any payment made by Buyer relates to that portion of the taxable period ending on or before the Closing Date which amount shall be determined and prorated on a per diem basis. (d) To the extent relevant to the Acquired 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 taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes and (ii) retain and provide the other with all records or other information that may be relevant to the preparation of any Tax Returns, or the conduct of any audi...

Post-Closing Tax Covenants. (a) 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 Interests (or Assets owned by the Companies) 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 Interests (or Assets owned by the Companies) 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: Any disputes regarding the amount of such indemnification payment shall be resolved as set forth in Section 7.8 below.

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. (b) Purchaser and Seller agree that this Agreement is a technology transfer agreement under Section 6012(c)(10) of the California Sales & Use Tax Law; and that any Tangible Assets will be separately stated at a reasonable price to be agreed upon mutually by Purchaser and Seller.

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. (ii) To the extent relevant to the Transferred Software, 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 taxing authority or in connection with judicial or administrative proceedings relating to any liability for taxes; and (ii) retain and provide the other with all records or other information that may be relevant to the preparation of any tax returns, or the conduct of any audit or examination, or other proceeding relating to taxes. Avatech shall retain all documents, including prior years’ tax returns, supporting work schedules and other records or information with respect to all applicable tax returns and shall not destroy or otherwise dispose of any such records for six (6) years after the Effective Date without the prior written consent of Autodesk.

Post-Closing Tax Covenants. The Sellers and Buyer agree to the following post-Closing covenants: (a) Buyer covenants that for until the earlier of (i) the first anniversary of the Closing Date, or (ii) the date that all of the Buyer Units transferred pursuant to Section 2.2(b) have been sold in a transaction resulting in a basis adjustment under Code Section 743 for the benefit of the transferee, that Buyer and its affiliates will not dispose of any material asset or assets contributed to Buyer pursuant to Section 2.2(b) if any such disposition or series of dispositions would accelerate or increase income or other positive adjustments with respect to the Buyer Units transferred to the Sellers pursuant to Section 2.2(b) provided, however, nothing in the Section 7.3(a) shall prevent or prohibit an acquisition of or merger with Buyer or a sale of all or substantially all of the assets of Buyer and its subsidiaries; and (b) The Sellers and Buyer agree, for the avoidance of doubt, that any accumulated depreciation attributable to the Interests contributed in exchange for Buyer Units pursuant to Section 2.2(b) will not be duplicated in computing any amounts under Code Section 751(c) and 751(d).

Post-Closing Tax Covenants. Notwithstanding anything to the contrary in this Agreement, the Buyer shall not, and shall cause its Affiliates (including the Acquired Companies) not to, with respect to any Acquired Company, (i) file an election under Section 338 of the Code, unless requested to do so by Seller, (ii) file an amended Tax Return for any Pre-Closing Tax Period except pursuant to Section 8.8.2 of this Agreement, or (iii) apply to any Taxing Authority for any binding or non-binding opinion, ruling, or other determination, or voluntarily initiate any discussion or make any voluntary disclosure with any Taxing Authority, with respect to the Acquired Companies in relation to any act, matter, or transaction that occurred on or before the Closing Date or that relates to any Pre-Closing Tax Period or Straddle Period; provided, that any disclosure required under a continuous audit or similar agreement with a Taxing Authority shall not constitute a voluntary disclosure or otherwise be subject to this Section 8.8.8(iii).

Post-Closing Tax Covenants. (a) Purchaser shall not, and shall not cause or permit any of its Affiliates (including the Neptune Entities after the Closing) to (i) make any election under Section 338 or 336(e) of the Code with respect to the acquisition of any Neptune Entity pursuant to this Agreement, except at Sellers’ written request, Purchaser shall make (and shall cause its relevant Affiliates to make) an election under Section 338(g) of the Code with respect to the acquisition of any Neptune Entity that is characterized as a foreign corporation for U.S. federal income tax purposes and designated in such written request (together, such elections, the “Section 338(g) Elections” and, each such entity for which a Section 338(g) Election is made, a “Section 338(g) Subsidiary”), (ii) other than the Section 338(g) Elections, make, change or revoke any Tax election (including any entity classification election pursuant to Treasury Regulation Section 301.7701-3) with respect to the Neptune Entities or the Business, which election would be effective on or prior to the Closing Date or (iii) prior to the end of the taxable year that includes the Closing Date, (A) liquidate, dissolve, convert to a “disregarded entity,” or merge Neptec USA Inc., or (B) sell, assign, convey, dispose of or otherwise transfer the stock of Neptec USA Inc., outside the group of Neptune Entities. (b) With respect to any of the Neptune Entities that is characterized as a foreign corporation for U.S. federal income Tax purposes (other than any Section 338(g) Subsidiary), from the date of the Closing through the end of the taxable period of such entity that includes the Closing Date, Purchaser shall not, and shall cause its Affiliates (including the Neptune Entities) not to, (i) take any action outside the ordinary course of business that could reasonably be expected to increase Sellers’ (or any Subsidiary of Sellers’) pro rata share of amounts determined under Section 951(a)(1) or 951A(a) of the Code or (ii) enter into any extraordinary transaction with respect to such Neptune Entities or otherwise take any action or enter into any transaction that would be considered under the Code to constitute the payment of an actual or deemed dividend by such Neptune Entity, including pursuant to Section 304 of the Code, or that would otherwise result in a diminution of foreign tax credits that, absent such transaction, may be claimed by Sellers or any of their Subsidiaries.

Post-Closing Tax Covenants. (a) Buyer shall not, and shall not cause or permit any of its Affiliates (including the Companies after the Closing) to (i) make any election under Section 338 or 336(e) of the Code with respect to the acquisition of any Company pursuant to this Agreement, except, at Seller’s written request, Buyer shall make (and shall cause its relevant Affiliates to make) an election under Section 338(g) of the Code with respect to the acquisition of any Company that is characterized as a foreign corporation for U.S. federal income tax purposes and designated in such written request (together, such elections, the “Section 338(g) Elections” and, each such entity for which a Section 338(g) Election is made, a “Section 338(g) Subsidiary”) or (ii) other than the Section 338(g) Elections, make, change or revoke any Tax election (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3) with respect to the Companies, which election would be effective on or prior to the Closing Date. (b) Without Seller’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall not cause its Affiliates (including the Companies after Closing) to (i) take any action or enter into any transaction after the Closing on the Closing Date that is outside the ordinary course of business with respect to the Companies (other than pursuant to Section 2.11), or (ii) amend or revoke any Pre-Closing Tax Return or Straddle Period Tax Return (or any notification or election relating thereto). (c) The parties agree that, for U.S. federal (and applicable state and local) and Puerto Rico income Tax purposes, (i) the transactions described in Section 2.11 shall be treated as reorganizations described in section 368 of the Code and section 1034.04(g) of the Puerto Rico Code or as liquidations described in section 332 of the Code and section 1034.04(b)(6) of the Puerto Rico Code and (ii) as a result of the transactions described in Section 2.11, the tax years of the relevant Companies shall close as of the Closing Date. None of the parties shall (and each shall cause its Affiliates not to) take any position inconsistent with the foregoing on any Tax Return or in connection with any Tax Proceeding, unless otherwise required by Applicable Law. (d) Prior to the Closing, Seller, Buyer and their respective Affiliates shall work together and cooperate in good faith to determine each direct or indirect shareholder of Buyer that...

Post-Closing Tax Covenants. (a) To the extent relevant to the Business or the Purchased Assets, Buyer and Seller shall each (i) provide the other Party 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 arising out of or related to the Business or the Purchased Assets, (ii) retain until the expiration of the applicable statute of limitations (and any extensions thereof) and provide the other Party 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 arising out of or related to the Business or the Purchased Assets, and (iii) give the other Party reasonable written notice prior to transferring, destroying or discarding any such records or other information, and if the other Party so requests, allow the other Party to take possession of such records or other information at such other Party’s expense. (b) Buyer and Seller agree that this Agreement is a technology transfer agreement under Section 6012(c)(10) of the California Sales & Use Tax Law, and that any Tangible Assets will be separately stated at a reasonable price to be agreed upon mutually by Buyer and Seller. The parties acknowledge that the Transferred IP will be transferred in electronic form and via electronic means. (c) Property Taxes with respect to the Purchased Assets (to the extent they constitute Tangible Assets) for a taxable period beginning on or before and ending after the Closing Date shall be prorated based on the number of days in such period that occur before the Closing Date, on the one hand, and the number of days in such period that occur after the Closing Date, on the other hand, the amount of such property Taxes allocable to the portion of the period ending on the Closing Date being the responsibility of Seller and the remainder being the responsibility of Buyer. No later than five (5) days after receipt by Seller of a written statement from Buyer so apportioning any such property Taxes, Seller shall pay to Buyer the portion of such property Taxes that are the responsibility of Seller. (d) Buyer and Seller agree to use the “Standard Procedure” provided in Section 4 of Revenue Procedure 2004-53 for employment Ta...

Post-Closing Tax Covenants. 8.6.1 WebGain will not cause Acquisition Subsidiary to issue any additional shares of stock following the Merger which would result in WebGain losing control of Acquisition Subsidiary within the meaning of Section 368(c) of the Code, if such action would cause the Merger not to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. 8.6.2 WebGain will not: (a) liquidate Acquisition Subsidiary; (b) merge Acquisition Subsidiary with or into another corporation: (c) sell, exchange, transfer or otherwise dispose of any stock of Acquisition Subsidiary except for transfers described in Section 368(a)(2)(C) of the Code or Treasury Regulation Section 1.368-2(k)(2), or (d) cause Acquisition Subsidiary to sell, exchange, transfer or otherwise dispose of any of its assets or of any assets acquired from Company in the Merger, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code or Treasury Regulation Section 1.368-2(k)(2), if such action would cause the Merger not to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. 8.6.3 Following the Merger, WebGain will cause Acquisition Subsidiary to either continue the historic business of Company or use a significant portion of Company's historic business assets in a business, both within the meaning of Treasury Regulation Section 1.368-1(d), unless the failure to continue such historic business or use such historic assets in a business would not adversely affect the status of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code.