Post-Closing Tax Filings Sample Clauses

Post-Closing Tax Filings. The Buyer acknowledges and agrees that it is responsible for making its own determinations with respect to state and foreign Tax filings for the operation of the Business and the Companies post-Closing and it shall not rely on the pre-Closing practices of any Company with respect to such filings.
Sample 1
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Post-Closing Tax Filings. Except as otherwise provided in Section 9.1(b) with respect to Straddle Periods, the Buyer acknowledges and agrees that it is responsible for making its own determinations with respect to Tax filings after Closing and it shall not rely on the pre-Closing practices of any Seller (and/or any Affiliate thereof) or any Company with respect to such filings.
Sample 1
Post-Closing Tax Filings. The Partnership shall be responsible for preparing any applicable Tax Returns due after the Closing Date for all Production Taxes for any Tax period that (A) ends before the Effective Date, or (B) begins before and ends on or after the Effective Date. The Partnership shall prepare each such Tax Return in a manner consistent with past practice except as otherwise required by applicable Law and shall deliver such Tax Return to Contributor for Contributor’s review and reasonable comment as soon as reasonably practicable prior to the due date (including extensions) for filing such Tax Return. The Partnership shall timely file each such Tax Return (as revised to incorporate Contributor’s reasonable comments) and shall timely pay (or cause to be paid) all Production Taxes with respect to such Tax Return. The Partnership shall send to Contributor a statement that apportions each Production Tax with respect to such Tax Return pursuant to Section 6.7(a)(ii) and proof of the Partnership’s actual payment of such Production Taxes. Within 3 Business Days of receipt of each such statement and proof of payment, Contributor shall reimburse the Partnership for Contributor’s allocated portion such Production Taxes, except to the extent such Production Taxes were accounted for in the Final Settlement Statement and resulted in a reduction of the Consideration.
Sample 1
Post-Closing Tax Filings. If requested by Buyers either at the ------------------------ Closing or thereafter, each Seller shall execute a written consent authorizing Buyers to make the election permitted under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended. The parties acknowledge that it is their intention that Buyers shall include in their consolidated tax returns the results of operations of PhysiCare, Little Rock PA, and the Clinics and OcMed Businesses for all periods beginning on and after the Effective Time. Sellers agree to prepare and file PhysiCare's and Little Rock PA's federal income tax returns with respect to the periods prior to the Effective Time and to pay any and all taxes due in connection with such returns. The parties hereto agree to make any and all filings and elections necessary to accomplish the tax results described above and to cooperate in all reasonable respects with all other parties in providing all information and documents necessary for the other parties to file the tax returns and elections contemplated hereby.
Sample 1
Post-Closing Tax Filings. Neither Buyer nor OccuSystems shall make any ------------------------ election permitted under Section 338 or Section338(h)(10) of the Internal Revenue Code of 1986, as amended, in connection with the transactions contemplated by this Agreement. The parties acknowledge that it is their intention that OccuSystems shall include in its consolidated tax returns the results of operations of the Corporation for all periods beginning on and after the Effective Time. Accordingly, the Corporation will need to file a "short period" federal income tax return for its "short period" tax year ending on the date prior to the Effective Time. Sellers agree to prepare and file the Corporation's "short period" federal income tax return and to pay any and all taxes due in connection with such "short period" return, and Xxxxxx Xxxxxxxxxxx is hereby designated as the Corporation's authorized agent for the purpose of filing such return. The parties hereto agree to make any and all filings and elections necessary to accomplish the tax results described above and to cooperate in all reasonable respects with all other parties in providing all information and documents necessary for the other parties to file the tax returns and elections contemplated hereby.
Sample 1
Post-Closing Tax Filings. The following provisions shall govern the allocation of responsibility as between Buyer and Seller for certain tax matters following the Closing Date and certain other tax matters: (a) CONSOLIDATED RETURNS FOR PERIODS THROUGH THE CLOSING DATE. Seller will include the income of the Company and its Subsidiaries (including any deferred income triggered into income by Treas. Reg. Section 1.
Sample 1

Related to Post-Closing Tax Filings

  • 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.

  • 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 Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Pre-Closing Actions 6.1. Between the Execution Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Companies and the Seller shall:

  • 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 Cooperation Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following the Closing Date, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.

  • Post-Closing Collateral Matters Execute and deliver the documents and complete the tasks set forth on Schedule 5.14, in each case within the time limits specified on such schedule.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

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