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. “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. Buyer shall control the conduct of all stages of any Tax Proceeding with respect to the Purchased Entities for any Post-Closing Tax Period; provided, however, that if any such Tax Proceeding is reasonably likely to affect any Tax liability of the Company Shareholders, is reasonably likely to result in a claim against the Escrow Fund or is reasonably likely to cause the Controlling Shareholders to have an indemnification obligation under Section 8.1, Buyer shall allow the Shareholders' Representative to participate in the Tax Proceeding; and Buyer shall not with respect to any such Tax Proceeding accept any proposed adjustment or enter into any settlement or agreement that would materially increase such indemnification obligation or would create additional Tax liabilities of the Company Shareholders with respect to the Section 338(h)(10) Election Taxes under Section 1.5(f), or otherwise, without the express written consent of the Shareholders' Representative, which consent shall not be unreasonably withheld or unduly delayed; and provided further that if such Tax Proceeding relates solely to Taxes for which the Controlling Shareholders are required to fully indemnify Buyer under Section 8.1 (by a claim against the Escrow Fund or otherwise) or for which any of the Controlling Shareholders would be liable, the Shareholders' Representative shall have the right to control, subject to reimbursement from the Escrow Fund, the conduct of all stages of the Tax Proceeding, and shall allow Buyer to participate in the Tax Proceeding; and the Shareholders' Representative shall not with respect to any such Tax Proceeding controlled by him accept any proposed adjustment or enter into any settlement or agreement that would create additional Tax liabilities of the Company or Buyer (unless they would be fully indemnified by the Escrow Fund and/or the Controlling Shareholders), without the express written consent of Buyer, which consent shall not be unreasonably withheld or unduly delayed.
Post-Closing Tax Periods. The Acquired Companies 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, (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. 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. The Buyer shall be responsible for the timely preparation and filing of all Tax Returns of the Company for any Post-Closing Tax Period.
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.
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.
