Post-Closing Tax Matters. (i) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time as to which Tax Returns are due after the Effective Time (including the consolidated, unitary, and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Effective Time). Seller will make all payments required with respect to any such Tax Return; provided, however, that Buyer will indemnify Seller pursuant to Article IX for any such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities.
Appears in 2 contracts
Samples: Purchase Agreement (Telecommunication Systems Inc /Fa/), Purchase Agreement (Aether Systems Inc)
Post-Closing Tax Matters. (i) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time Closing Date as to which Tax Returns are due after the Effective Time Closing Date (including the consolidated, unitary, and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Effective TimeClosing Date). Seller will make all payments required with respect to any such Tax Return; provided, however, that Buyer will indemnify Seller pursuant to Article IX for any such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities.
Appears in 2 contracts
Samples: Purchase Agreement (Telecommunication Systems Inc /Fa/), Purchase Agreement (Aether Systems Inc)