Tax Matters and Post-Closing Cooperation. (a) Seller shall be responsible for and shall pay any and all Taxes arising or resulting from or in connection with (i) the Company attributable to all Pre-Closing Periods, and (ii) Seller’s and the Company’s activities on or before the Closing Date, including all Taxes incurred by reason of the transactions contemplated by this Agreement, except as otherwise set forth in Section 7.6(c). Notwithstanding anything to the contrary herein, Seller shall be entitled to control the conduct of the defense of any claim relating to Taxes of Seller for any taxable period or portion of a taxable period, and any claim relating to Taxes of the Company for which Seller is liable pursuant to Section 8.2(a)(iv), and may settle or compromise any such claim in its sole discretion. Within the times and in the manner prescribed by Applicable Law, Seller shall properly and accurately prepare (or cause to be prepared) and file, at its own expense, all Tax Returns required to be filed by Seller after the Closing Date which could affect any Tax Liability of Purchaser or the Company. Seller shall provide Purchaser with the opportunity to review and comment on such Tax Returns to the extent such Tax Returns relate to non-income Taxes, and Seller shall not file (or caused to be filed) such non-income Tax Returns without the prior written consent of Purchaser, such consent not to be unreasonably withheld or delayed. Seller shall timely pay (or cause to be paid) all Taxes required to be shown on such Tax Returns or otherwise required to be paid by it. Seller shall remain responsible for all Taxes that are payable in connection with the Excluded Business. Purchaser shall not amend or re-file any Tax Returns of the Company relating to any Pre-Closing Period, except as required to avoid penalties.
Tax Matters and Post-Closing Cooperation. (a) Each of Seller and EES shall prepare and timely file or cause to be prepared and timely filed in a manner consistent with past practice, all Tax Returns that are required to be filed (with extensions) by or with respect to each of Seller and EES on or before the Closing Date; provided, however, that EES shall deliver any material income or franchise Tax Return of EES to Buyer at least fifteen (15) days prior to the due date thereof (with extensions) and shall not file any such Tax Return without obtaining the prior written consent of Buyer and, provided further, that EES shall deliver to Buyer all other Tax Returns of EES as and when filed; provided, however, that with respect to the estimated (i) U.S. federal income Tax Returns and (ii) North Carolina income and franchise Tax Returns of EES due on or about April 15, 2000, such Tax Returns shall be delivered to Buyer at least four (4) days prior to the due date thereof and such filing consent may be delivered orally. The stockholders of Seller or EES, as appropriate, shall pay or cause to be paid all Taxes shown as due, or required to be shown as due, on such Tax Returns of Seller and EES.
Tax Matters and Post-Closing Cooperation. (a) Subject to the provisions of Section 13.04 hereof, Xxxxxxx shall pay any and all Taxes arising from the sale by him of any of the Stock Consideration. Transferor shall pay all other Taxes that may be due before or after the Closing Date that are allocable to the period prior to and including the Closing Date. In order to appropriately apportion any of these Taxes relating to a period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto shall, to the extent permitted by applicable law, elect with the relevant taxing authorities to treat for all purposes the Closing Date as the last day of a taxable period of Transferor, and such period shall be treated as a "Short Period" and a "Pre-Closing Period" for purposes of this Agreement. In any case where applicable law does not permit Transferor to treat the Closing Date as the last day of a Short Period, then for purposes of this Agreement, the portion of such Taxes that is attributable to the operations of Transferor for such Interim Period (as defined below) shall be (I) in the case of Taxes that are not based on income or gross receipts, the total of such Taxes for the period in question multiplied by a fraction, the numerator of which is the total number of days in the entire period in question, and (ii) in the case of Taxes that are based on income or gross receipts, the Taxes that would be due with respect to the Interim Period, if such Interim Period were a Short Period. "
Tax Matters and Post-Closing Cooperation. Stockholder shall timely prepare and file the final Tax Return for Target in for the tax year of Target ending as of the Effective Time in accordance with all Legal Requirements, and be liable for, shall pay, and indemnify Parent against and hold Parent harmless from, all Taxes Liability associated therewith.
Tax Matters and Post-Closing Cooperation. (a) The Selling Parties shall prepare and timely file or cause to be prepared and timely filed in a manner consistent with past practice, all Tax Returns that are required to be filed (with extensions) by or with respect to the Company on or before the Closing Date; provided, however, that the Selling Parties shall deliver any material income or franchise Tax Return of the Company to Buyer at least fifteen (15) days prior to the due date thereof (with extensions) and shall not file any such Tax Return without obtaining the prior written consent of Buyer and, provided further, that the Selling Parties shall deliver to Buyer all other Tax Returns of the Company as and when filed. The Selling Parties or the Company, as appropriate, shall pay or cause to be paid all Taxes shown as due, or required to be shown as due, on such Tax Returns of the Company, with appropriate adjustment for all Taxes attributable to the period between the Cut-Off Date and the Closing Date as set forth in Section 8.4(b)
Tax Matters and Post-Closing Cooperation. (a) The Selling Parties shall prepare and timely file or cause to be prepared and timely filed in a manner consistent with past practice, all Tax Returns that are required to be filed by or with respect to any Seller and/or the Business on or before the Closing Date. Each of the Selling Parties, as appropriate, shall pay or cause to be paid all Taxes shown as due, or required to be shown as due, on such Tax Returns.
Tax Matters and Post-Closing Cooperation. (a) Seller shall be responsible for and shall pay any income, single business, franchise and all other Taxes arising as a result of the deemed sale of assets of the Deco Companies pursuant to any Section 338(h)(10) Election or any comparable or resulting election under state or foreign law filed by Buyer and/or Seller as well as any additional Tax or any Losses incurred or suffered by any of the Deco Companies or Buyer in connection with the acceleration or trigger of income or deductions of the Deco Companies as a result of termination of the status of any of the Deco Companies as S corporations, but only to the extent that the amount of such Taxes exceeds the amount of such Taxes reserved for as a liability on the Final Statement and that have not been paid to Seller pursuant to Section 6.7. (b) Seller shall be solely liable and shall pay all Taxes with respect to the income or operations of the Deco Companies for any tax period ending on or prior to the Closing Date, including the period ending on the Closing Date (which includes the gain and corresponding tax liability resulting from the deemed sale) in accordance with the rules of Code Section 338(h)(10) and the Treasury Regulations promulgated thereunder, but only to the extent that the amount of such Taxes exceed the amount of such Taxes reserved for as a liability on the Final Statement and that have not been paid to Seller pursuant to Section 6.7.
Tax Matters and Post-Closing Cooperation. (a) INSO shall pay any transfer and sales Taxes, if any, arising from or relating to the transactions contemplated by this Purchase and Sale Agreement.
Tax Matters and Post-Closing Cooperation. 6.8.1 Seller shall pay all Taxes imposed on Seller arising from or relating to the transactions contemplated by this Agreement. In addition, Seller shall pay all other Taxes imposed on Seller that may be due after the Closing Date in connection with the transaction contemplated by this Agreement. In order appropriately to apportion any of these Taxes relating to a period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authorities to treat for all purposes the Closing Date as the last day of the taxable period of the Company that immediately precedes the Closing Date, and such period shall be treated as a "Short Period" and a "Pre-Closing Period" for purposes of this Agreement. In any case where applicable law does not permit the Company to treat the Closing Date as the last day of a Short Period, then for purposes of this Agreement, the portion of such Taxes that is attributable to the operations of
Tax Matters and Post-Closing Cooperation. (a) Except as provided in Section 4.4(b), PSI shall pay all Taxes arising from or relating to the transactions contemplated by this Agreement. (b) PSI shall be responsible for and shall pay any income, franchise or similar Taxes arising as a result of any Section 338(h)(10) Election or any comparable or resulting election under state law filed by Ascend or PSI. Notwithstanding the preceding sentence, (i) Ascend shall pay any state or local transfer, sales or use, notarial or similar fees or Taxes arising as a result of the sale of the shares and the transactions contemplated hereby including as a result of any Section 338(h)(10) Election, and (ii) Ascend shall be responsible for and shall pay any
