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. (i) The DM Entities shall continue to be included for all taxable periods ending on or before the Closing Date in any consolidated federal income Tax Return for the affiliated group of which Del Monte Foods Company or the Company is the common parent and in which the DM Entities are includible (the “Group”) and any required state or local consolidated, combined or unitary income or franchise returns that include the DM Entities (all such returns including taxable periods of such Persons ending on or before the Closing Date are hereinafter referred to as “Pre-Closing Consolidated Returns”). Del Monte Foods Company or the Company, as applicable, shall timely prepare and file (or cause to be prepared and filed) all Pre-Closing Consolidated Returns and all other Tax Returns of the DM Entities required to be filed on or before the Closing Date or that relate to taxable periods ending on or before the Closing Date (the “Pre-Closing Returns”). All Pre-Closing Returns shall be prepared in a manner consistent with prior practice, except as otherwise required by Applicable Law. The Company shall timely pay (or cause to be paid) all Taxes shown as due and payable on the Pre-Closing Returns (for the avoidance of doubt, except for any liability for Taxes in American Samoa arising out of Buyer’s substantial discontinuance of the business of SK Samoa from and after the Closing Date). The Buyer shall cause all other Tax Returns of the DM Entities to be prepared and filed. The Buyer shall not file any amended return with respect to any Pre-Closing Return without the prior written consent of the Company; provided, however, the Buyer shall be entitled to amend any Pre-Closing Return without the prior written consent of the Company in order to claim any refund, credit or offset of Taxes attributable to the carryback of Tax attributes from a taxable period beginning after the Closing Date. With respect to any such Tax Return, if any, that includes a period on or prior to the Closing Date (the “Straddle Period Returns”), the Buyer shall deliver such return (and a calculation of the portion of the Taxes shown on such return that are apportioned, as determined below, to the portion of the Tax period ending on the Closing Date) to the Company, for review and comment, at least 60 days prior to the applicable filing deadline for such return. The Company shall promptly notify the Buyer of any disputed items with respect to the Straddle Period Returns and the parties shall diligently ...
Pre-Closing Taxes. For purposes of this Agreement, "Pre-Closing Taxes" shall mean, (a) all liability for Taxes of the Company for Pre-Closing Tax Periods; (b) all liability for real estate transfer Taxes or real estate gains Taxes arising as a result of the transfer of the Stock under this Agreement; (c) all liability attributable to any misrepresentation or breach of warranty made by any Foamex in Section 4.21 of this Agreement; (d) all liability for Taxes attributable to any failure to comply with any of the covenants or agreements of Foamex 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. (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 relating to or arising out of the Transferred Assets or the operation of the Programs imposed with respect to any taxable period ending 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. Sellers will prepare and timely file, or cause to be prepared and timely filed, (i) all Tax Returns of Sellers that include the Business or the Purchased Assets for all Tax periods (or portions thereof) ending on or prior to the day before the Closing Date and (ii) all Tax Returns of the Transferred Entities for any Tax period ending on or prior to the Closing Date, and shall pay all Taxes due for such Tax periods, including additional Taxes assessed after any subsequent Tax audit.
Pre-Closing Taxes. Notwithstanding any other provision of this Agreement, Sellers’ liability for Pre-Closing Taxes shall not be subject to any Cap provided herein.
Pre-Closing Taxes. The term “Pre-Closing Taxes” shall have the meaning set forth in Section 7.5(c).
