Post-Closing Tax Period. 22 Pre-Closing Tax Period. ..................................................................... 22
Post-Closing Tax Period. 34 PRC....................................................................... 5
Post-Closing Tax Period. The term “Post-Closing Tax Period” shall mean any complete taxable period (or portion thereof) ending after the Closing Date.
Post-Closing Tax Period. 8.1 Pre-Closing Tax Period 8.1 Purchaser Plan 9.5 Purchaser Indemnified Parties 11.2 Related Transaction Agreements 7.4 Retention Arrangements 6.6 Returns 8.2 Seller Indemnified Parties 11.2
Post-Closing Tax Period. Section 10.2
Post-Closing Tax Period after (A) application of all of the Surviving Corporation expenses, deductions and other credits that relate solely to the Post-Closing Taxable Periods and (B) application all of Parent's expenses, deductions, tax credits and net operating loss carryforwards otherwise available to offset any income from the Surviving Corporation. If after such calculations, the Parent still has consolidated federal taxable income during the Post Closing Tax Period, Parent shall apply the Transaction Tax Deductions and any net operating losses of the Company relating to the Pre-Closing Taxable Period (that are available to affect such taxable income) and pay to the Stockholders' Representative, on behalf of the Equityholders, any Tax benefit attributable to the Transaction Tax Deductions and net operating losses of the Company realized during the Post Closing Tax Period by Parent, the Company and any other members of a consolidated group of entities including the Parent or the Company to the extent provided for herein (based on the priority of net operating losses, deductions and other credits described above). The obligation of Parent to make payments under this subparagraph (iii) shall apply only with respect to reductions in or refunds of Taxes relating to the Tax period of the Parent, the Company and other members of their consolidated group which includes the Closing Date, and the immediately succeeding 12-month Tax period. Parent shall make any payments required to be made pursuant to this subparagraph (iii) by March 31, 2013. The Parent shall provide written reports to the Stockholders' Representative describing the cumulative use of the Transaction Tax Deductions in reasonable detail with sufficient supporting documentation to verify the use of the Transaction Tax Deductions and Tax benefits derived from them. Said reports shall be provided by March 31, 2013. If the Stockholders' Representative disagrees with said written reports, it shall provide the Parent with a written notice of such disagreement and proposing adjustments to the amounts payable by Parent hereunder within sixty (60) days after it receives said reports from Parent. The procedures set forth in Section 2.7(c) relating to Adjustment Statements therein shall be applicable with respect to any adjustment proposals, responses thereto, and any disputes relating to this subparagraph (iii).
Post-Closing Tax Period. Pre-Closing Tax Period........... Product..........................
Post-Closing Tax Period. In the event Seller makes a payment of any Tax related to the operation or ownership of the Purchased Assets for any Post-Closing Tax Period, Buyer shall promptly reimburse Seller for the amount of such payment. In the event that Buyer makes a payment of any Tax related to the operation or ownership of the Purchased Assets for any Pre-Closing Tax Period, Seller shall promptly reimburse Buyer for the amount of such payment. Both Buyer and Seller shall have access to each other's books and records at reasonable times for purposes of handling the foregoing tax matters and dealing with any Liabilities or claims arising out of, or relating to, this Section 4.5. Any dispute with respect to the matters described in this Section 4.5 shall be resolved consistent with the procedures set forth in Section 9.10 hereof.
Post-Closing Tax Period. Except as set forth in Section 6.6(b)(iii), Buyer shall be responsible for the preparation and filing of all other Tax Returns for the Purchased Assets and/or the Business for the Post-Closing Tax Period.
Post-Closing Tax Period. Any Tax period beginning after the Closing Date; and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period beginning after the Closing Date.
