Pre-Closing Taxes Sample Clauses

Pre-Closing Taxes. Except as set forth in Section 5.03, Parent shall be responsible for (and shall indemnify the SpinCo Entities from and against) all Pre-Closing Taxes, including any Pre-Closing Taxes resulting from any audit, amendment, other change or adjustment, Taxes of the Consolidated Group, and Taxes reportable on a Tax Return described in Section 2.02(a) (to the extent allocated to Parent under Article IV). Any refund of Pre-Closing Taxes and such other Taxes for which Parent is responsible (whether by payment, credit, offset against other Taxes due or otherwise) shall be for the benefit of (and paid to) Parent.

Pre-Closing Taxes. (a) Each of the NAI Contributed Entities shall continue to be included for all taxable periods (or portions thereof) ending on or before the Closing Date in the consolidated Federal income Tax Return and any required state or local consolidated or combined income or franchise Tax Returns of any affiliated group of which any of them is a member (each of which is herein referred to as a "Selling Affiliated Group") which Tax Returns include any of the NAI Contributed Entities (all such Tax Returns including taxable periods (or portions thereof) of the NAI Contributed Entities ending on or before the Closing Date are hereinafter referred to, collectively, as "Pre-Closing Consolidated Returns"). NAI shall cause its Selling Affiliated Groups to timely prepare and file (or cause to be prepared and filed) all Pre-Closing Consolidated Returns and shall timely pay all Taxes shown as due and payable on Pre-Closing Consolidated Returns (including any Taxes with respect to any deferred income triggered into income by Treasury Regulations (S) 1.1502-13 and Treasury Regulations (S) 1.1502-14 and any excess loss accounts taken into income under Treasury Regulations (S) 1.1502-19). (b) NAI shall timely prepare (or cause to be so prepared) all other Tax Returns of the NAI Contributed Entities which it formerly owned or controlled, that are required by law for all taxable periods ending on or before the Closing Date ("Pre-Closing Non-Consolidated Returns"). All Pre-Closing Non- Consolidated Returns shall be prepared in a manner consistent with prior practice and shall properly include and reflect the income, activities, operations and transactions of the NAI Contributed Entities, as applicable. NAI shall timely file (or cause to be so filed) all Pre-Closing Non-Consolidated Returns which are due on or before the Closing Date and shall pay (or cause the NAI Contributed Entities to pay as each may be liable) all Taxes due thereon. NAI shall also pay (or cause the NAI Contributed Entities to pay as each may be liable) the full amount of any Tax which is payable by the NAI Contributed Entities without the filing of a Tax Return ("Non- Return Taxes"), payment of which is due on or before the Closing Date. With respect to each Pre-Closing Non-Consolidated Return due after the Closing Date, NAI shall deliver (or cause to be so delivered) each such Pre-Closing Non- Consolidated Return to UVSG at least 15 days prior to the due date of such Tax Return, together with a payment in an am...

Pre-Closing Taxes. Seller shall be liable for all Taxes of the Seller, including Liabilities for Taxes relating to or arising out of the use or ownership by it of the Purchased Assets or the Business imposed with respect to any taxable period ending on or before the Closing Date.

Pre-Closing Taxes. For purposes of this Agreement, "Pre-Closing Taxes" shall mean, except to the extent included in the determination of Adjusted Net Assets, (a) all liability for Taxes of the Company for tax periods ending prior to the Closing Date; (b) all liability for Taxes described in Section 6.1; (c) all liability attributable to any misrepresentation or breach of warranty made by the Seller in Section 3.23 of this Agreement; (d) all liability for Taxes attributable to any failure to comply with any of the covenants or agreements of the Seller or the Company under this Agreement; and (e) all liability for Taxes of any other person pursuant to any contractual agreement entered into on or before the Closing Date.

Pre-Closing Taxes. Sears Holdings shall be responsible for (and shall indemnify the SHO Companies from and against) all Pre-Closing Taxes, including any Pre-Closing Taxes resulting from (i) any audit, amendment, other change or adjustment to the federal Tax liability of the Consolidated Group and (ii) any audit, amendment, other change or adjustment to a State Combined or Consolidated Return Tax liability with respect to any Pre-Closing Tax Period. Any refund of Pre-Closing Taxes (whether by payment, credit, offset against other Taxes due or otherwise) shall be for the benefit of (and paid to) Sears Holdings.

Pre-Closing Taxes. Seller shall, and Parent shall cause Seller to, timely prepare and file all Tax Returns for taxable periods ending on or before the Closing Date ("PRE-CLOSING TAX RETURNS"). Seller shall timely pay or cause to be paid all Taxes related to Pre-Closing Tax Returns ("PRE-CLOSING TAXES").

Pre-Closing Taxes. The Seller Representative shall promptly reimburse the Surviving Company for all actual out-of-pocket federal, state and local income Taxes of CMQR US or CMQR Canada but only to the extent such income Taxes are (a) properly allocable to any taxable year that ends on or before the Closing Date or, in the case of any taxable year that includes but does not end on the Closing Date, the portion of such taxable year that ends on the Closing Date (including any out-of-pocket federal, state and local income Taxes incurred in connection with the Pre-Closing Reorganization), (b) shown as due on the initial Tax Returns agreed to by the parties and otherwise filed in the manner consistent with Section 7.11, (c) not otherwise included in Final Working Capital, and (d) are not reimbursed under the R&W Insurance Policy. The Seller Representative shall not be responsible for any Taxes attributable to the filing of an amended Tax Return or resulting from an audit. Any such reimbursements shall constitute an adjustment to the Purchase Price. In calculating actual out-of-pocket Taxes, the parties shall assume that (x) all tax elections, tax accounting policies and methods of tax accounting remain consistent with prior years, (y) any net operating losses shall be first used to reduce Taxes payable on account of the Pre-Closing Reorganization before being applied against other income or gain of the Surviving Company, and (z) in the case of any taxable year that includes but does not end on the Closing Date, the determination of the income Taxes attributable to the portion of the taxable year ending on and including the Closing Date shall be determined by assuming that the taxable year consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit shall be allocated between such two taxable years or periods on a “closing of the books basis”, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. The Surviving Company shall provide the Seller Representative written notice of a request for reimbursement under this Section 7.14 within 10 days of filing a Tax Return for which reimbursement is requested and otherwise provide the Seller Representative with informati...

Pre-Closing Taxes. Contributor will prepare or cause to be prepared Tax Returns required to be filed by the Midstream Entities for any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) relating, in whole or in part, to Contributor Taxes. Acquirer will prepare all other Tax Returns required to be filed after the Closing Date by the Midstream Entities for any Pre-Closing Tax Period. 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 such Tax Return. Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for any Pre-Closing Tax Period, 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, to the extent such amount exceeds the amount taken into account as a Current Liability in the calculation of Final Working Capital.

Pre-Closing Taxes. For purposes of this Agreement: (a) All Taxes of Company and the Company Subsidiaries for a Tax period that ends on or before the Closing Date shall be treated as relating to a Pre-Closing period. (b) In the case of any payroll or similar Taxes, or any Taxes based upon or related to income or gross receipts or similar Taxes, that are payable with respect to a Tax period beginning before and ending after the Closing Date, the portion of such Taxes relating to a Pre-Closing period shall be determined on the basis of a deemed closing of the books and records of Company at the end of the Closing Date; provided that annual exemptions, allowances or deductions that are calculated on a periodic basis, such as the deduction for depreciation shall be prorated on a daily basis. (c) In the case of any Taxes other than those described in Section 9.6(b) that are payable with respect to a Tax period beginning before and ending after the Closing Date, the portion of such Taxes relating to a Pre-Closing period shall be equal to the product of all such Taxes multiplied by a fraction the numerator of which is the number of days in the Tax period from the commencement of such period through and including the Closing Date and the denominator of which is the number of days in the entire period; provided, that appropriate adjustments shall be made to reflect specific events that can be identified and specifically allocated as occurring on or prior to the Closing Date or occurring after the Closing Date (in which case, Purchaser shall be responsible for any Taxes related thereto).

Pre-Closing Taxes. Sellers shall reimburse Buyer upon demand for any Taxes attributable to a Pre-Closing Tax Period shown as due on any Tax Return of the Company filed after the Closing Date.