Post-Closing Taxes. Buyer shall timely prepare and file (or cause to be so prepared and filed) all Tax Returns required by law for all Taxes, covering solely GBGC and IMG, for taxable periods ending after the Closing Date ("Post-Closing Returns"). Buyer shall timely pay or cause to be paid all Taxes relating to Post-Closing Returns ("Post-Closing Taxes"). Seller shall reimburse Buyer for (i) the amount of Post-Closing Taxes reported as payable on each Post-Closing Return that is attributable to the portion of the period covered by such Tax Return ending on the close of business on the Closing Date (the "Pre-Closing Tax Period"), determined by treating the close of business on the Closing Date as the last date of the taxable period, and (ii) the amount of any Non-Return Tax payable after the Closing Date that is attributable to the portion of the period covered by such payment which ends on or before the close of business on the Closing Date as determined under clause (i) or, if relevant, such as in the case of property Taxes (pro rata based upon the number of days covered by such payment), in each case after giving effect to (A) any credits for the amount of such Post-Closing Tax or such Non-Return Tax, if any, paid on or prior to the Closing Date by Seller, GBGC or IMG or any of their predecessors or affiliates, and (B) current liabilities in respect of sales tax, franchise tax and property tax accrued on the Closing Date Balance Sheet. Such reimbursements shall be made on or before the later of the date on which such return is filed or 15 days after receipt of a copy of such return or evidence of such payment and Buyer shall provide Seller with copies of work papers which will permit Seller to review and substantiate the accuracy of such return or such payment.
Post-Closing Taxes. (a) Purchaser shall, at its own expense, timely prepare and file (or cause to be prepared and filed) all Tax Returns required by law for all Taxes covering the Company for periods beginning prior to and ending after the Closing Date ("Post-Closing Tax Returns"). Purchaser will independently ------------------------ determine in good faith the basis on which all Post-Closing Tax Returns are to be filed. Purchaser shall timely pay or cause to be paid all Taxes relating to Post-Closing Tax Returns ("Post-Closing Taxes"), which payments shall not reduce ------------------ the Holdback Amount.
(b) The Sellers shall be liable to Purchaser for the Sellers' allocable portion of Post-Closing Taxes attributable to the Company ("Sellers' -------- Post-Closing Taxes") to the extent such Sellers' Post-Closing Taxes plus unpaid ------------------ Pre-Closing Taxes plus Transfer Taxes exceed the accruals for such Taxes contained in the Closing Date Balance Sheet. The Sellers' allocable portion of Post-Closing Taxes shall be:
(i) in the case of any real or personal property Tax, an amount equal to the Tax for the assets owned on the Closing Date for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the period for which such Taxes are paid ending on the Closing Date and the denominator of which is the number of days in the entire taxable period;
(ii) in the case of any other tax, the amount that would be payable by the Company if its taxable year ended on the Closing Date.
(iii) At least thirty (30) days prior to the filing of any Post-Closing Tax Return which includes any Sellers' Post-Closing Taxes, Purchaser shall, at the request of the Sellers, provide a copy of the return along with Purchaser's calculation of Sellers' Post-Closing Taxes related thereto. Within twenty (20) days of receipt of these items, the Sellers shall pay to Purchaser the amount of Sellers' Post-Closing Taxes.
Post-Closing Taxes. All Taxes attributable to the Business or the Acquired Assets for Tax periods (or portions thereof) beginning after the Closing Date shall be the responsibility of Buyer, and any refunds or credits or rights to refunds or credits with respect thereto shall be Buyer’s.
Post-Closing Taxes. Notwithstanding the indemnification obligations set forth in Article IX, the Seller will not have any Liability or indemnification obligation for any Losses with respect to (i) the ability of the Buyer or any of its Affiliates (including the Company or any of its Subsidiaries) to utilize any Tax asset or attribute (e.g., net operating loss or Tax credit) in a post-Closing Tax period or (ii) any Taxes arising as a result of any action taken outside the ordinary course of business by the Buyer or the company or its Subsidiaries on the Closing Date after the Closing.
Post-Closing Taxes. Jacor and the Purchaser shall pay or cause to be paid all Taxes that accrue with respect to the operations or assets of Archon for any taxable period (or portion thereof) after the Tax Indemnification Period, and shall indemnify and hold the Selling Entities harmless therefrom as provided for in SECTION 7.2(g).
Post-Closing Taxes. (a) Straddle Period Tax Returns. Acquirer will prepare or cause to be prepared Tax Returns required to be filed by the Midstream Entities for any taxable period beginning before and ending after the Closing Date (“Straddle Period”). Not later than 30 days prior to the due date for filing any such Tax Return relating, in whole or in part, to Contributor Taxes, Acquirer will deliver a copy of each such Tax Return to Contributor for its review and reasonable comment, and such reasonable comments shall be taken into account. Acquirer will cause such Tax Return to be filed timely with the appropriate Governmental Authority and will provide a copy to Contributor. Acquirer will timely pay or cause to be paid all Taxes shown as due on Straddle-Period Tax Returns. Not later than five days prior to the due date for payment of Taxes with respect to any Straddle Period Tax Return, Contributor will pay to (or at the direction of) Acquirer the amount of any Taxes shown as due on such Tax Return that are Contributor Taxes, as determined in accordance with Section 7.2(b), to the extent such amount exceeds the amount taken into account as a Current Liability in the calculation of Final Working Capital.
Post-Closing Taxes. Notwithstanding anything in this Agreement to the contrary, the eCivis Holders shall not be responsible for, and shall not have any indemnification obligations hereunder with respect to, any Taxes of any Company Party (including the Surviving Company) that are attributable to a taxable period or portion of a Straddle Period beginning after the Closing Date other than Taxes subject to indemnification pursuant to Section 7.1(a) (subject to the limitations on indemnification in Article 7) that are attributable to a breach of a representation or warranty contained in Sections 2.9(j), (k) or (l).
Post-Closing Taxes. (a) The Buyer shall cause the Subsidiaries to prepare and file all Tax Returns of the Subsidiaries required to be filed from and after the Closing Time, including the Tax return for the period ending at the Closing Time.
(b) The Buyer does not assume and will not be liable for any Taxes which may be or become payable by the Seller, including any Taxes resulting from or arising as a consequence of the sale by the Seller to the Buyer of the Purchased Securities herein contemplated and the Seller will indemnify and save harmless the Buyer and its directors, officers and employees from and against all such Taxes.
Post-Closing Taxes. All Taxes arising from ownership or operation of the Business or the Purchased Assets that accrue after the Effective Time (excluding any Taxes that are attributable to any event occurring or action taken by the Seller on or before the Closing Date);
Post-Closing Taxes. No Acquired Company will be required to include any item of income or adjustment in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) installment sale or open transaction disposition made on or prior to the Closing Date, (ii) prepaid amount received on or after the Closing Date, (iii) intercompany transaction or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Tax law), or election under Section 108(i) of the Code (or any corresponding or similar provision of state, local, or non-U.S. Tax law). This Section 3.8 and so much of Section 3.11 as pertains to Taxes contain the sole and exclusive representations and warranties of the Seller or the Acquired Companies in this Agreement with respect to Taxes and no other section of this Agreement shall be treated as containing any express or implied representations or warranties relating to Taxes, or Tax assets, with respect to any of the Acquired Companies.
