Common use of State Income Taxes in General Clause in Contracts

State Income Taxes in General. (i) Seller shall be responsible for preparing and filing the State Income Tax Returns of the Company and its Subsidiaries for taxable periods ending on or before the Closing Date. Except as otherwise provided in this Section 8.5, Seller shall indemnify and hold Buyer and the Company and its Subsidiaries harmless from any State Income Taxes of the Company and its Subsidiaries (including any amount payable by reason of any applicable provision of state income Tax Law similar to Treasury Regulation § 1.1502-6), to the extent not paid before Closing, and shall be entitled to any reductions in such Taxes or refunds (including interest) for such taxable periods. If Buyer or the Company or any of its Subsidiaries receives any such refund, Buyer shall promptly pay (or cause the Company and its Subsidiaries to pay) the entire amount of such refund (including interest) to Seller. (ii) Buyer and the Company and its Subsidiaries shall be responsible for and shall indemnify and hold Seller and the Seller Tax Group harmless from all State Income Taxes of the Company and its Subsidiaries for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all State Income Taxes resulting from any action taken without Seller’s written consent by Buyer or any of its Affiliates (including the Company and its Subsidiaries) after the Closing (including, without limitation, actions taken outside the ordinary course of business and occurring on the Closing Date). Buyer and the Company and its Subsidiaries shall be entitled to all refunds of such Taxes (including interest). (iii) If any of the Company and its Subsidiaries is required to file any State Income Tax Return for a taxable period covering days before and after the Closing Date, Buyer shall cause such Tax Return to be filed and shall be responsible for the payment of any State Income Tax for such period. However, Seller shall pay to Buyer or Buyer shall pay to Seller, as appropriate and as an adjustment to the Final Purchase Price, the amount by which the State Income Tax attributable to the period through the Closing Date exceeds or is less than the amount of such Tax paid (including payments of estimated Tax) on or before the Closing Date. The State Income Tax attributable to the period through the Closing Date shall be determined (A) as if that period were a separate taxable year, and (B) except as otherwise required by Law, by using the Tax accounting methods and Tax elections used by the Company and its Subsidiaries before the Closing Date. Buyer shall compute the amount of the State Income Tax attributable to the period through the Closing Date and shall notify Seller of such amount in writing no later than 30 days prior to the filing of any such State Income Tax Return. Within the 30-day period thereafter, Seller shall pay to Buyer or Buyer shall pay to Seller, as appropriate, the difference between (w) the amount of State Income Tax determined by Buyer as attributable to the portion of the period through the Closing Date, and (x) the amount of the State Income Tax for the taxable period paid (including payments of estimated Tax) on or before the Closing Date, unless within 30 days after such notification date, Seller notifies Buyer in writing that Seller disagrees with the computation of any such amount. In that case, Seller and Buyer shall proceed in good faith to determine the correct amount, and Seller’s payment to Buyer, or Buyer’s payment to Seller, shall be due the later of (y) the time specified in the immediately preceding sentence or (z) 10 days after Seller and Buyer agree to the amount payable.

State Income Taxes in General. (ia) Seller shall be responsible for preparing and filing the State Income Tax Returns of the Company and its Subsidiaries for taxable periods ending on or before the Closing Date. Except as otherwise provided in this Section 8.5Article VI, Seller shall indemnify and hold Buyer and the Company and its Subsidiaries harmless from any State Income Taxes of the Company and its Subsidiaries (including any amount payable by reason of any applicable provision of state income Tax Law similar to Treasury Regulation § 1.1502-6), to the extent not paid before Closing, and shall be entitled to any reductions in such Taxes or refunds (including interest) for such taxable periodsperiods ending on or before the Closing Date. If Buyer or the Company or any of its Subsidiaries receives any such refund, Buyer shall promptly pay (or cause the Company and its Subsidiaries to pay) the entire amount of such refund (including interest) to Seller. (iib) Buyer and the Company and its Subsidiaries shall be responsible for and shall indemnify and hold Seller and the Seller Tax Group harmless from all State Income Taxes of the Company and its Subsidiaries for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all State Income Taxes resulting from any action taken without Seller’s written consent by Buyer or any of its Affiliates (including the Company and its SubsidiariesCompany) after the Closing (including, without limitation, actions taken outside of the ordinary course of business and occurring on the Closing Date). Buyer and the Company and its Subsidiaries shall be entitled to all refunds of such Taxes (including interest). (iiic) If any of the Company and its Subsidiaries is required to file any State Income Tax Return for a taxable period covering days before and after the Closing Date, Buyer shall cause such Tax Return to be filed and shall be responsible for the payment of any State Income Tax for such period. However, Seller shall pay to Buyer or Buyer shall pay to Seller, as appropriate and as an adjustment to the Final Initial Purchase Price, the amount by which the State Income Tax attributable to the period through the Closing Date exceeds or is less than the amount of such Tax paid (including payments of estimated Tax) on or before the Closing Date. The State Income Tax attributable to the period through the Closing Date shall be determined (Ai) as if that period were a separate taxable year, and (Bii) except as otherwise required by Lawlaw, by using the Tax accounting methods and Tax elections used by the Company and its Subsidiaries before the Closing Date. Buyer shall compute the amount of the State Income Tax attributable to the period through the Closing Date and shall notify Seller of such amount in writing no later than 30 twenty (20) days prior to the filing of any such State Income Tax Return. Within the 30-twenty (20) day period thereafter, Seller shall pay to Buyer or Buyer shall pay to Seller, as appropriate, the difference between (wi) the amount of State Income Tax determined by Buyer as attributable to the portion of the period through the Closing Date, and (xii) the amount of the State Income Tax for the taxable period paid (including payments of estimated Tax) on or before the Closing Date, unless within 30 twenty (20) days after such notification date, Seller notifies Buyer in writing that Seller disagrees with the computation of any such amount. In that case, Seller and Buyer shall proceed in good faith to determine the correct amount, and Seller’s payment to Buyer, or Buyer’s payment to Seller, shall be due the later of (yi) the time specified in the immediately preceding sentence or (zii) 10 ten (10) days after Seller and Buyer agree to the amount payable.

State Income Taxes in General. (i) Seller shall be responsible for preparing and filing the State state Income Tax Returns of the Company and its Subsidiaries Companies for taxable periods ending on or before the Closing Date. Except as otherwise provided in this Section 8.5, Seller shall indemnify and hold Buyer and the Company and its Subsidiaries Companies harmless from any State state Income Taxes of the Company and its Subsidiaries Companies (including any amount payable by reason of any applicable provision of state income Income Tax Law similar to Treasury Regulation § 1.1502-6), to the extent 6 or successor regulation of similar import) not heretofore paid before Closing, and shall be entitled to any reductions in such Taxes or refunds (including interest) not heretofore received for such taxable periodsperiods and, with respect to state Income Taxes of Seller or any corporation affiliated with Seller with which the Companies file a combined or similar state Income Tax Return, the taxable period including the Closing Date. If Buyer or either of the Company or any of its Subsidiaries receives Companies receive any such refund, Buyer shall promptly pay (or cause the Company and its Subsidiaries to pay) the entire amount of such refund (including interest) to Seller. (ii) . Buyer and the Company and its Subsidiaries Companies shall be responsible for and shall indemnify and hold Seller and the Seller Tax Group harmless from all State state Income Taxes of the Company and its Subsidiaries Companies for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all State state Income Taxes resulting from any action taken without Seller’s written consent by Buyer or any of its Affiliates (including the Company and its Subsidiaries) Companies after the Closing (including, without limitation, actions taken outside the ordinary course of business and occurring on the Closing Date). Buyer and the Company and its Subsidiaries Companies shall be entitled to all refunds of such Taxes (including interest). (iii) If . Except as otherwise provided in this Section 8.5, Seller shall hold Buyer and the Companies harmless from any Other Taxes of the Company and its Subsidiaries is required to file any State Income Tax Return for a taxable period covering days before and after the Closing Date, Buyer shall cause such Tax Return to be filed Companies not heretofore paid and shall be responsible for the payment of entitled to any State Income Tax for such period. However, Seller shall pay to Buyer reductions in or Buyer shall pay to Seller, as appropriate and as an adjustment to the Final Purchase Price, the amount by which the State Income Tax attributable to the period through the Closing Date exceeds or is less than the amount refunds of such Tax paid Other Taxes (including payments of estimated Taxinterest) not heretofore received for taxable periods ending on or before the Closing Date. The State Income Tax attributable If Buyer or either Company receives any such refund, Buyer shall promptly pay (or cause the Company to pay) the entire amount of such refund (including interest) to Seller. Buyer and the Companies shall be responsible for and shall hold Seller harmless from all Other Taxes of the Companies for any taxable period through beginning after the Closing Date and, with respect to prior taxable periods, for all Other Taxes resulting from any action taken without Seller’s written consent by Buyer or the Companies after the Closing (including, without limitation, actions taken outside the ordinary course of business and occurring on the Closing Date). Buyer and the Companies shall be determined entitled to all refunds of such Taxes (A) as if that period were a separate including interest). The Companies shall be responsible for timely filing Other Tax Returns for all taxable year, and (B) except periods ending on or before the Closing Date. Except as otherwise required by Law, such Other Tax Returns shall be prepared by using the Tax accounting methods methods, elections and Tax elections practices used by the Company and its Subsidiaries before Companies for the Closing Dateimmediately preceding taxable period. Buyer shall compute the amount of the State Income Tax attributable to the period through the Closing Date and shall notify Seller of such amount in writing no later than 30 days At least 14 Business Days prior to the filing due date of any such State Income Other Tax Return. Within , the 30-day period thereafter, Seller Companies shall pay to Buyer or (and Buyer shall pay cause the Companies to) forward such Tax Return, and copies of all related workpapers, to Seller for its review and comment. If Seller disagrees with any item on such Other Tax Return, it shall promptly notify Buyer of such matter, and Buyer shall make (or cause to be made) any changes in such Other Tax Returns that are reasonably requested by Seller, as appropriate, the difference between (w) the amount of State Income Tax determined by Buyer as attributable to the portion . Neither of the Companies shall file (nor shall the Buyer permit them to file) any amended Other Tax Return for any period through the Closing Date, and (x) the amount of the State Income Tax for the taxable period paid (including payments of estimated Tax) ending on or before the Closing Date, unless within 30 days after such notification date, Seller notifies Buyer in writing that Seller disagrees with the computation of any such amount. In that case, Seller and Buyer shall proceed in good faith to determine the correct amount, and Date without Seller’s payment to Buyer, or Buyer’s payment to Seller, shall be due the later of (y) the time specified in the immediately preceding sentence or (z) 10 days after Seller and Buyer agree to the amount payablewritten consent.

State Income Taxes in General. (i) For purposes of this Agreement, the term "state income tax" means any tax, imposed by a state in the United States, that is based on or measured by net income. Seller shall be responsible for preparing and filing the State Income Tax Returns state income tax returns of the Company and its Subsidiaries for taxable periods ending on or before the Closing Date. Except as otherwise provided in this Section 8.58.4, Seller shall indemnify and hold Buyer and the Company and its Subsidiaries harmless from any State Income Taxes of the Company and its Subsidiaries (including any amount payable by reason of any applicable provision of state income Tax Law similar to Treasury Regulation § 1.1502-6), to the extent taxes not heretofore paid before Closing, and shall be entitled to any reductions in such Taxes taxes or refunds (including interest) not heretofore received for such taxable periods. If Buyer or the Company or any of its Subsidiaries receives any such refund, Buyer shall promptly pay (or cause the Company and its Subsidiaries to pay) the entire amount of such refund (including interest) to Seller. (ii) . Buyer and the Company and its Subsidiaries shall be responsible for and shall indemnify and hold Seller and the Seller Tax Group harmless from all State Income Taxes state income taxes of the Company and its Subsidiaries for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all State Income Taxes state income taxes resulting from any action taken without Seller’s 's written consent by Buyer or any of its Affiliates (including the Company and its Subsidiaries) after the Closing (including, without limitation, actions taken outside the ordinary course of business and occurring on the Closing Date but excluding operations within the ordinary course of business on the Closing Date). Buyer and the Company and its Subsidiaries shall be entitled to all refunds of such Taxes taxes (including interest). (iii) . If any of the Company and its Subsidiaries is required to file any State Income Tax Return state income tax return for a taxable period covering days before and after the Closing Date, Buyer shall cause such Tax Return return to be filed and shall be responsible for the payment of any State Income Tax tax for such period. However, Seller shall pay to Buyer or Buyer shall pay to SellerBuyer, as appropriate and as an adjustment to the Final Purchase Price, the amount by which the State Income Tax state income tax attributable to the period through the Closing Date exceeds or is less than the sum of the amount of such Tax tax paid (including payments of estimated Tax) on or before the Closing DateDate plus the amount of such tax reflected on the Final Balance Sheet. The State Income Tax tax attributable to the period through the Closing Date shall be determined (Ai) as if that period were a separate taxable year, and (Bii) except as otherwise required by Law, by using the Tax tax accounting methods and Tax tax elections used by the Company and its Subsidiaries before the Closing DateEffective Time of Closing. Buyer Seller shall compute the amount of the State Income Tax Company's tax attributable to the period through the Closing Date and shall notify Seller Buyer of such amount in writing no later than 30 90 days prior to after the filing of any such State Income Tax ReturnClosing Date. Within 45 days after the 30-day period thereafterdate of such notification, Seller shall pay to Buyer or Buyer shall pay to Seller, as appropriate, the difference between excess of (wi) the amount of State Income Tax tax determined by Buyer Seller as attributable to the portion of the period through the Closing Date, and over (xii) the sum of the amount of the State Income Tax tax for the taxable period paid (including payments of estimated Tax) on or before the Closing DateDate plus the amount of such tax reflected on the Final Balance Sheet, unless unless, within 30 days after such notification date, Buyer notifies Seller notifies Buyer in writing that Seller Buyer disagrees with the computation of any such amount. In that case, Seller and Buyer shall proceed in good faith to determine the correct amount, and Seller’s 's payment to Buyer, or Buyer’s payment to Seller, Buyer shall be due the later of (yi) the time specified in the immediately preceding sentence or sentence, and (zii) 10 days after Seller and Buyer agree to the amount payable.