Common use of Pre-Closing Taxes Clause in Contracts

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 amount equal to the amount of Tax shown as due and payable on such Pre-Closing Non-Consolidated Return (after giving effect to any credits for the amount of Tax, if any, paid on or prior to the Closing Date as shown on such Tax Return). Subject to the foregoing, UVSG shall cause the NAI Contributed Entities to file all such Pre-Closing Non-Consolidated Returns that are due after the Closing Date and to pay the amount of Tax shown as due and payable thereon (after giving effect to any credits for the amount of Tax, if any, previously paid as shown on such Tax Return).

Pre-Closing Taxes. (a) Each of the NAI Contributed Entities GBGC and IMG 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 GBGC and IMG are members (each of which is herein referred to as a "Selling Affiliated Group") which Tax Returns include any of the NAI Contributed Entities GBGC or IMG (all such Tax Returns including taxable periods (or portions thereof) of the NAI Contributed Entities GBGC or IMG ending on or before the Closing Date are hereinafter referred to, collectively, as "Pre-Closing Consolidated Returns"). NAI Seller shall cause its the 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) ss. 1.1502-13 and Treasury Regulations (S) ss. 1.1502-14 (or under similar provisions of any state or local jurisdiction) and any excess loss accounts taken into income under Treasury Regulations (S) ss. 1.1502-1919 (or under similar provisions of any state or local jurisdiction). (b) NAI Seller shall timely prepare (or cause to be so prepared) all other Tax Returns of the NAI Contributed Entities which it formerly owned or controlled, GBGC and IMG 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- 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 EntitiesGBGC and IMG, as applicable. NAI Seller 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 GBGC or IMG to pay as each may be liablepay) all Taxes due thereon. NAI Seller shall also pay (or cause the NAI Contributed Entities GBGC or IMG to pay as each may be liablepay) the full amount of any Tax which is payable by the NAI Contributed Entities GBGC or IMG without the filing of a Tax Return ("Non- 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 Seller shall deliver (or cause to be so delivered) each such Pre-Closing Non- Non-Consolidated Return to UVSG Buyer at least 15 days prior to the due date of such Tax Return, together with a payment in an amount equal to the amount of Tax shown as due and payable on such Pre-Closing Non-Non- Consolidated Return (after giving effect (i) to any credits for the amount of Tax, if any, paid on or prior to the Closing Date as shown on such Tax Return) and (ii) current liabilities in respect of sales tax, franchise tax and property tax accrued on the Closing Date Balance Sheet (the "Net Pre-Closing Tax"). Subject to the foregoing, UVSG Buyer shall cause the NAI Contributed Entities GBGC or IMG to file all such Pre-Closing Non-Non- Consolidated Returns that are due after the Closing Date and to pay the amount of Net Pre-Closing Tax shown as due and payable thereon (after giving effect to any credits for the amount of Tax, if any, previously paid as shown on such Tax Return)thereon.

Pre-Closing Taxes. (a) Each of the NAI Contributed Entities GBGC and IMG 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 GBGC and IMG are members (each of which is herein referred to as a "Selling Affiliated Group") which Tax Returns include any of the NAI Contributed Entities GBGC or IMG (all such Tax Returns including taxable periods (or portions thereof) of the NAI Contributed Entities GBGC or IMG ending on or before the Closing Date are hereinafter referred to, collectively, as "Pre-Closing Consolidated Returns"). NAI Seller shall cause its the 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) ss. 1.1502-13 and Treasury Regulations (S) ss. 1.1502-14 (or under similar provisions of any state or local jurisdiction) and any excess loss accounts taken into income under Treasury Regulations (S) ss. 1.1502-1919 (or under similar provisions of any state or local jurisdiction). (b) NAI Seller shall timely prepare (or cause to be so prepared) all other Tax Returns of the NAI Contributed Entities which it formerly owned or controlled, GBGC and IMG 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- 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 EntitiesGBGC and IMG, as applicable. NAI Seller 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 GBGC or IMG to pay as each may be liablepay) all Taxes due thereon. NAI Seller shall also pay (or cause the NAI Contributed Entities GBGC or IMG to pay as each may be liablepay) the full amount of any Tax which is payable by the NAI Contributed Entities GBGC or IMG without the filing of a Tax Return ("Non- 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 Seller shall deliver (or cause to be so delivered) each such Pre-Closing Non- Non-Consolidated Return to UVSG Buyer at least 15 days prior to the due date of such Tax Return, together with a payment in an amount equal to the amount of Tax shown as due and payable on such Pre-Closing Non-Non- Consolidated Return (after giving effect (i) to any credits for the amount of Tax, if any, paid on or prior to the Closing Date as shown on such Tax Return) and (ii) current liabilities in respect of sales tax, franchise tax and property tax accrued on the Closing Date Balance Sheet (the "Net Pre-Closing Tax"). Subject to the foregoing, UVSG Buyer shall cause the NAI Contributed Entities GBGC or IMG to file all such Pre-Closing Non-Consolidated Returns that are due after the Closing Date and to pay the amount of Net Pre-Closing Tax shown as due and payable thereon (after giving effect to any credits for the amount of Tax, if any, previously paid as shown on such Tax Return)thereon.

Pre-Closing Taxes. (a) Each of the NAI Contributed Entities Netlink Corporations 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 or was a member (each of which is herein referred to as a "Selling Affiliated Group") which Tax Returns include any of the NAI Contributed Entities Netlink Corporations (all such Tax Returns including taxable periods (or portions thereof) of the NAI Contributed Entities Netlink Corporations ending on or before the Closing Date are hereinafter referred to, collectively, as "Pre-Closing Consolidated Returns"). NAI Seller shall cause its each Selling Affiliated Groups Group 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 Regulation (S) 1.1502-13 and Treasury Regulations Regulation (S) 1.1502-1.1502- 14 and any excess loss accounts taken into income under Treasury Regulations (S) 1.1502-19). (b) NAI Seller 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 Netlink Corporations required by law for all taxable periods ending on or before the Closing Date ("Pre-Closing Non-Consolidated Returns"). All Pre-Closing Non- 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 EntitiesNetlink Corporations, as applicable. NAI Seller 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 Netlink Corporations to pay as each may be liable) all Taxes due thereon. NAI Seller shall also pay (or cause the NAI Contributed Entities Netlink Corporations to pay as each may be liable) the full amount of any Tax which is payable by the NAI Contributed Entities Netlink Corporations without the filing of a Tax Return ("Non- 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 Seller shall deliver (or cause to be so delivered) each such Pre-Closing Non- Non-Consolidated Return to UVSG Purchaser at least 15 days prior to the due date of such Tax Return, together with a payment in an amount equal to the amount of Tax shown as due and payable on such Pre-Closing Non-Non- Consolidated Return (after giving effect to any credits for the amount of Tax, if any, paid on or prior to the Closing Date as shown on such Tax Return). Subject to the foregoing, UVSG Purchaser shall cause the NAI Contributed Entities Netlink Corporations to file all such Pre-Closing Non-Consolidated Returns that are due after the Closing Date and to pay the amount of Tax shown as due and payable thereon to the extent each is liable for such payment (after giving effect to any credits for the amount of Tax, if any, previously paid as shown on such Tax Return).

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- 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- 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 PrePre- Closing Non-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 amount equal to the amount of Tax shown as due and payable on such Pre-Closing Non-Consolidated Return (after giving effect to any credits for the amount of Tax, if any, paid on or prior to the Closing Date as shown on such Tax Return). Subject to the foregoing, UVSG shall cause the NAI Contributed Entities to file all such Pre-Closing Non-Non- Consolidated Returns that are due after the Closing Date and to pay the amount of Tax shown as due and payable thereon (after giving effect to any credits for the amount of Tax, if any, previously paid as shown on such Tax Return).