Post-Closing Tax Periods. From and after the Closing Date, for the portion of any Straddle Period that begins on the day after the Closing Date and any other Tax Period beginning after the Closing Date, without duplication of any amount otherwise payable by Northern Border pursuant to this Agreement, Northern Border shall be responsible and pay, or cause the Entities to pay, to the appropriate Tax Authority any other Taxes due with respect to the Entities for any such period.
Post-Closing Tax Periods. From and after the Closing Date, for the portion of any Straddle Period that begins on the day after the Closing Date and any other Tax Period beginning after the Closing Date, without duplication of any amount otherwise payable by Purchaser pursuant to this Agreement, Purchaser shall pay, or cause the Company or any subsidiary to pay, to the appropriate Tax Authority any other Taxes due with respect to the Company or any subsidiary for any such period.
Post-Closing Tax Periods. Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any (i) adjustment under Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) required as a result of a change in method of accounting made prior to the Closing, (ii) “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) executed prior to the Closing, (iii) installment sale or open transaction disposition made prior to the Closing, (iv) prepaid or deposit amount received, or deferred revenue accrued, prior to the Closing, (v) any “intercompany transaction” effected prior to the Closing or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law) or (vi) the application of Section 1400Z-2 or Section 965 of the Code.
Post-Closing Tax Periods. (i) Except as set forth in (d)(ii) below, Purchaser shall be entitled to assume and control (including as to settlement) all Tax Proceedings for any Post-Closing Tax Period (other than any Straddle Period Tax Proceeding covered by Section 6.4(c)) and all Tax Proceedings that Seller is entitled to control hereunder but as to which Seller has not provided timely notice of its election so to control. For the absence of doubt, Purchaser shall be entitled to conduct or settle any such Tax Proceeding in Purchaser’s sole discretion without review or consent of Seller.
(ii) In the case of a Tax Proceeding relating to Excluded Taxes (other than Income Taxes) for a Post-Closing Tax Period (other than any Straddle Period Tax Proceeding covered by Section 6.4(c)), if the Taxing Authority agrees at the commencement of the Tax Proceeding to handle all aspects of the Tax Proceeding relating solely to Excluded Taxes separate from any other portion of the Tax Proceeding and separate from any other Tax Proceeding, then Seller shall be entitled to assume and control the Tax Proceeding insofar as it relates solely to Excluded Taxes (the “Excluded Tax Proceeding”) and shall provide written notice to Purchaser whether it elects so to control any such Excluded Tax Proceeding no later than 30 days after receipt by Seller of written notice of such Excluded Tax Proceeding; provided, however, that if Seller elects to control such Excluded Tax Proceeding, then (x) Purchaser shall be entitled to (A) participate fully in the conduct of such Excluded Tax Proceeding and (B) consult with Seller, at its own expense, regarding any such Excluded Tax Proceeding, (y) the Seller shall provide the Purchaser with a timely and reasonably detailed account of each stage of such Excluded Tax Proceeding and a copy of all documents (or portions thereof) relating to such Excluded Tax Proceeding, and (z) any settlement or other disposition of any such Excluded Tax Proceeding may only be made with the consent of Purchaser, which consent may not be unreasonably withheld. Any dispute regarding the settlement or other disposition of any such Excluded Tax Proceeding shall be resolved, consistent with clause (z) above, pursuant to the procedures provided in Section 6.12.
(iii) In the case of a Tax Proceeding for a Post-Closing Tax Period relating to Excluded Taxes that are Income Taxes of Purchaser or its Affiliate (or for Excluded Taxes that cannot be separated pursuant to (d)(ii) above), Purchaser shall prov...
Post-Closing Tax Periods. None of the Acquire Companies will be required to include any item of income or exclude any item of deduction for any Post-Closing Tax Period as a result of (a) intercompany transactions or excess loss accounts, (b) installment sale, open transaction or use of a completed contract method of accounting with respect to any transaction that occurred on or prior to the Closing Date or (c) prepaid amounts received on or prior to the Closing Date.
Post-Closing Tax Periods. “Post-Closing Tax Periods” shall mean with respect to an Acquired Company all Tax periods beginning after the applicable Closing Date. “Post-Closing Taxes” and “Post-Closing Tax Returns” shall have the correlative meanings.
Post-Closing Tax Periods. From and after the Closing Date, for the portion of any Straddle Period that begins on the day after the Closing Date and any other Tax Period beginning after the Closing Date, without duplication of any amount otherwise payable by the Buyer pursuant to this Agreement, the Buyer shall be responsible and pay, or cause the Company to pay, to the appropriate Tax Authority any other Taxes due with respect to the Company for any such period. For the sake of clarity, this Section 8.5(b) shall not be construed to limit or qualify the Buyer’s rights to indemnification for Losses pursuant to Article VII.
Post-Closing Tax Periods. The Company will not be required to include any item of income or exclude any item of deduction for any Post-Closing Tax Period as a result of (a) intercompany transactions or excess loss accounts described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign law), (b) installment sale, open transaction or use of a completed contract method of accounting with respect to any transaction that occurred on or prior to the Closing Date or (c) prepaid amounts received on or prior to the Closing Date.
Post-Closing Tax Periods. For the avoidance of doubt, Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for any Post-Closing Tax Period, and the Company (as opposed to Sellers) shall be responsible for and shall pay all Taxes with respect to any Post-Closing Tax Period.
Post-Closing Tax Periods. Purchaser shall use any net operating losses relating to the Tax period ending on the Closing Date remaining after the carry back required by Section 7.2(b)(i) in the post-Closing Tax periods, beginning with the period immediately after the Closing Date. Purchaser shall pay to Sellers, in their Pro Rata Share, within five (5) Business Days after the date on which Taxes are paid with respect to post-Closing Tax periods, or any portion thereof, beginning and ending after the Closing Date, an amount equal to the Sale Payment Tax Benefit for such Tax period. In the event any Sale Payment deductions are disallowed or are otherwise determined to have no tax benefit to the Company, Sellers shall pay to the Purchaser the amount of any Sale Payment Tax Benefit made to Sellers with respect to such deductions. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall in the case of any Taxes other than Taxes based upon or related to income, gains or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date and such credits are allocated on a pro rata basis in the same manner as set forth in the previous sentence. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company.
