Common use of Post-Closing Tax Covenants Clause in Contracts

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.

Appears in 2 contracts

Samples: Voting Agreement (Neomagic Corp), Voting Agreement (Neomagic Corp)

AutoNDA by SimpleDocs

Post-Closing Tax Covenants. (a) Subject to Section 5.9(c) and Section 5.12 below6.23(c), 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 Acquired Assets. Seller's Tax Returns to the extent they relate to the Business or Acquired 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 Acquired Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tekelec)

Post-Closing Tax Covenants. (a) Subject to Section 5.9(c) and Section 5.12 belowSECTION 6.23(c), 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 Acquired Assets. Seller's Tax Returns to the extent they relate to the Business or Acquired 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 Acquired Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Catapult Communications Corp)

AutoNDA by SimpleDocs

Post-Closing Tax Covenants. (a) Subject to Section 5.9(c7.12(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 ’s operation of the Business or Seller's ’s use or ownership of the AssetsPurchased Assets on or prior to the Closing Date. Seller's Tax ’s Returns to the extent they relate to the Business or Purchased Assets shall be true, complete and correct and prepared in accordance with applicable law in all respectslaw. 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 Purchased Assets or the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Taleo Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.