Post-Closing Tax Savings Sample Clauses

Post-Closing Tax Savings. If the Closing occurs after December 31, 2020 or if and to the extent the Transaction Tax Deductions are not reflected or included on Tax Returns of the Company Entities for the tax period (or portion thereof) ending on or before the Closing Date, then, after the Closing, Purchaser2 shall pay Seller the amount of any reduction in Income Tax liabilities of Purchaser2 and any of its Affiliates (including the Company Entities), in any Tax period (or portion thereof) beginning after the Closing Date and ending on or before December 31, 2026, that are solely attributable to any Transaction Tax Deductions (or any net operating loss carry forwards solely attributable to the Transaction Tax Deductions in the tax year in which the Closing occurs) of the Company Entities that are not deducted in a Pre-Closing Tax Period and are properly deductible in a Tax period (or portion thereof) beginning after the Closing Date, calculated by comparing the Income Tax liability without any such Transaction Tax Deductions (including any such net operating loss carryforwards) and the Income Tax liability actually payable taking into account such Transaction Tax Deductions (including any such net operating loss carryforwards). Purchaser2 shall pay over to Seller any such reduction in Income Tax liability (as finally determined) within ninety days after the filing of the Tax Return related to such reduction. Promptly (but in any event within ninety days) following the filing of Tax Returns for each period ending on or before December 31, 2026, Purchaser2 shall provide to Seller a computation of (x) the usage of the Transaction Tax Deductions and (y) the amount of any reduction in Income Tax liabilities due to Seller pursuant to this Section 7.05(g), including providing any supporting work papers, schedules and other information reasonably related to the computation of such usage and verification of any amounts payable under this Section 7.05(g). In the event Seller receives a payment pursuant to this Section 7.05(g) and it is later determined that the actual reduction in Income Tax liabilities that are attributable to Transaction Tax Deductions giving rise to the payment is less than the amount previously determined by Purchaser2 in calculating such payment (e.g., a portion of the Transaction Tax Deductions are disallowed as a result of a Legal Proceeding), Seller shall promptly (but within ten business days) after such determination return the portion of the payment received by Sel...
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Post-Closing Tax Savings. Buyer shall pay to the Representative (on behalf of the Sellers) the amount of any reduction in Tax payments that would otherwise be made in any Tax period (or portion thereof) beginning after the Closing Date by Buyer, the Company, any Subsidiary of the Company, any Blocker or any of their Affiliates that are attributable to any Transaction Tax Deductions (or any amounts accrued as a liability in Net Working Capital as finally determined pursuant to this Agreement) properly deductible in a taxable period (or portion thereof) beginning after the Closing Date, in each case, calculated by comparing the Taxes that would have been actually payable without any such deductions and the Taxes actually payable taking into account such deductions. Buyer shall pay over to the Representative (on behalf of the Sellers) any such reduction in Taxes (as finally determined) within twenty (20) days after the filing of the Tax Return related to such reduction. For the avoidance of doubt, (A) the Sellers shall not be entitled to receive and Buyer shall not have to pay to the Sellers the amount of any reduction in Tax payments or other Tax benefit that is attributable to any net operating or capital loss or credit carryovers of the Company, any Subsidiary of the Company, or any Blocker from any Pre-Closing Tax Period that are utilized in a taxable period beginning after the Closing Date and (B) for all purposes under this Agreement, Transaction Tax Deductions shall not be treated as including any step-up in tax basis solely by reason of the Company making an election under Code Section 754 as stipulated in Section 11G(v) of this Agreement.
Sample 1

Related to Post-Closing Tax Savings

  • 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 Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • 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 Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • No Tax Allocation, Sharing The Acquiror Company is not and has not been a party to any Tax allocation or sharing agreement.

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