Preparation and Filing of Pre Closing and Post Closing Period Tax Returns. (a) Seller shall prepare, or cause to be prepared, and file, or cause to be filed, all Returns of the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Seller shall permit the Buyer to review and comment on each such Return prior to filing. The Seller shall pay all Taxes required to be shown as due on such Returns, including any Taxes resulting from the Section 338(h)(10)
Appears in 4 contracts
Samples: Stock Purchase Agreement (Pemco Aviation Group Inc), Stock Purchase Agreement (Datameg Corp), Stock Purchase Agreement (Blue Earth Solutions, Inc.)
Preparation and Filing of Pre Closing and Post Closing Period Tax Returns. (ai) Seller shall prepare, prepare or cause to be prepared, prepared and file, file or cause to be filed, filed all Returns tax returns of the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Seller shall permit the Buyer to review and comment on each such Return tax return described in the preceding sentence prior to filing. The Seller amount of any such pre-Closing taxes shall pay all Taxes required be conclusively deemed to be shown as due on such Returns, including any Taxes resulting from the Section 338(h)(10)responsibility of and an indemnification obligation of Seller Indemnitors hereunder.
Appears in 3 contracts
Samples: Membership Interest Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.), Membership Interest Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.), Membership Interest Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.)
Preparation and Filing of Pre Closing and Post Closing Period Tax Returns. (ai) Seller shall prepare, prepare or cause to be prepared, prepared and file, file or cause to be filed, filed all Returns tax returns of the Company for all periods ending on or prior to the Closing Date date which are filed after the Closing Datedate. Seller shall permit the Buyer to review and comment on each such Return tax return described in the preceding sentence prior to filing. The Seller amount of any such pre-Closing taxes shall pay all Taxes required be conclusively deemed to be shown as due on such Returns, including any Taxes resulting from the Section 338(h)(10)responsibility of and an indemnification obligation of Seller Indemnitors hereunder.
Appears in 3 contracts
Samples: Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.), Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.), Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Preparation and Filing of Pre Closing and Post Closing Period Tax Returns. (ai) Seller shall prepare, prepare or cause to be prepared, prepared and file, file or cause to be filed, filed all Returns tax returns of the Company Companies for all periods ending on or prior to the Closing Date date which are filed after the Closing Datedate. Seller shall permit the Buyer to review and comment on each such Return tax return described in the preceding sentence prior to filing. The Seller amount of any such pre-Closing taxes shall pay all Taxes required be conclusively deemed to be shown as due on such Returns, including any Taxes resulting from the Section 338(h)(10)responsibility of and an indemnification obligation of Seller Indemnitors hereunder.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
