Common use of Post-Closing Taxes Clause in Contracts

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. Buyer UVSG 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 IMGthe NAI Contributed Entities, for taxable periods ending after the Closing Date ("Post-Closing Returns"). Buyer UVSG shall timely pay or cause to be paid all Taxes relating to Post-Closing Returns ("Post-Closing Taxes"). Seller NAI shall reimburse Buyer UVSG 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 paymentpayment or if relevant as determined under clause (i)), 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 SellerNAI, GBGC or IMG the NAI Contributed Entities 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 UVSG shall provide Seller NAI with copies of work papers workpapers which will permit Seller NAI to review and substantiate the accuracy of such return or such payment.

Post-Closing Taxes. Buyer UVSG 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 IMGthe NAI Contributed Entities, for taxable periods ending after the Closing Date ("Post-Closing Returns"). Buyer UVSG shall timely pay or cause to be paid all Taxes relating to Post-Closing Returns ("Post-Closing Taxes"). Seller NAI shall reimburse Buyer UVSG 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 paymentpayment or if relevant as determined under clause (i)), 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 SellerNAI, GBGC or IMG the NAI Contributed Entities 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 UVSG shall provide Seller NAI with copies of work papers workpapers which will permit Seller NAI to review and substantiate the accuracy of such return or such payment.