Tax Periods Sample Clauses

Tax Periods. For purposes of this Agreement, (a) “Stub Tax Period” means the period (including all prior Taxable years) ending on the Closing Date, and (b) “Straddle Tax Period” means a taxable period that begins before and ends after the Closing Date.

Tax Periods. For purposes of this Agreement, if the Company is permitted but not required under applicable state, local, or foreign Tax Laws to treat the end of the Closing Date as the last day of a taxable period with respect to any Tax, then the Parties shall treat that day as the last day of a taxable period. The Parties acknowledge that, for federal and applicable state and local income and franchise tax purposes, pursuant to Treasury Regulations Section 1.1362-3(b)(3), the Company’s items of income, gain, loss, deduction and credit will not be allocated pro rata and will be allocated to each short taxable year resulting from the transaction on the basis of the Company’s method of accounting during each short taxable year as determined under Section 446 of the Code. In the event Treasury Regulations Section 1.1362-3(b)(3) is for any reason not applicable, the Sellers and the Purchaser agree to make all necessary elections to apply the “closing of the books” method for allocating items between the short years. For purposes of this Agreement, in the case of any Tax (other than Property Taxes) for a Straddle Period for which an election is not available to terminate the tax year or apply a “closing of the books” method as of the Closing Date, such Taxes shall be allocated between the Pre-Closing Period and the balance of the period based on a closing of the books as of the end of the Closing Date. Property Taxes shall be allocated in accordance with Section 4.5.

Tax Periods. Ending On or Before the Closing Date; Tax Sharing Payment..........................45 11.2. Tax Periods Beginning Before and Ending After the Closing Date.................................46 11.3. Tax Periods Beginning After the Closing Date...................................................46 11.4. Tax Refunds and Credits........................................................................46 11.5. Proposed Tax Assessments; Contest..............................................................47 11.6.

Tax Periods. Ending on or before the Closing Date. To the extent not filed prior hereto, Sellers shall prepare or cause to be prepared, in accordance with Applicable Law and consistent with past practice, each Tax Return required to be filed with respect to an Acquired Company for a Pre-Closing Tax Period. At least 20 days prior to the date on which any such Tax Return is due (after taking into account any valid extension), Sellers shall deliver such Tax Return to Purchaser. No later than five days prior to the date on which such Tax Return for a Pre-Closing Tax Period is due (after taking into account any valid extension), Purchaser, after reasonable consultation with Sellers, may make reasonable changes and revisions to such Tax Return. Sellers shall not file such Tax Return without the consent of the Purchaser, which shall not be unreasonably withheld, conditioned or delayed. To the extent not filed prior hereto, Sellers shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Pre-Closing Tax Period. Pursuant to Article 10, but without limiting any of the Purchaser’s rights under Article 10, Purchaser may recover any Taxes relating to each such Tax Return to the extent not accounted for in the determination of the payment pursuant to this Agreement.

Tax Periods. With respect to any Taxes for any taxable period that includes but does not end as of the Closing Date, the amount of Taxes subject to indemnification hereunder shall be calculated as if such taxable period ended as of the close of business on the Closing Date, except that property Taxes calculated on an annual basis shall be prorated based on the number of days in the annual period elapsed through the Closing Date compared to the number of days in the annual period elapsing after the Closing Date.

Tax Periods. To the extent permissible but not required pursuant to applicable Law, the parties shall cooperate to cause the HVDH Companies to take all steps as are or may be reasonably necessary (including the filing of elections or returns with applicable Taxing Authorities) to cause such period to end on the Final Closing Date.

Tax Periods. With respect to any Taxes for any Taxable Period ----------- that includes but does not end as of the Closing, the amount of Taxes subject to indemnification hereunder shall be calculated as if such Taxable Period ended on (and included) the Closing, except that property Taxes and exemptions, allowances or deductions that are calculated on an annual basis shall be prorated based on the number of days in the annual period elapsed through the Closing compared to the number of days in the annual period elapsing after the Closing.

Tax Periods. Ending on or before the Closing Date. The Company shall, at Seller’s expense, prepare and file, or cause to be prepared and filed, all tax returns for the Company for all periods ending on or before the Closing Date which are filed after the Closing Date. The Company will retain Love, Sxxxxxx & Bxxxx, PC. to prepare and file the tax returns for the periods ending on or before Closing consistent with past practice and applicable law. The Company and Buyer shall prepare and provide each such tax return described in the preceding sentence to the Seller no less than 30 days prior to its due date, as such due date may be extended, and permit Seller to review and approve each such tax return prior to filing. The Company and its Subsidiaries, and not the Seller, shall be liable for any taxes of the Company or its Subsidiaries due for the Short Period, provided, however, that taxes due for the Short Period shall be taken into account in the Estimated Closing Balance Sheet and the Closing Balance Sheet and, accordingly, for purposes of Section 1.6.

Tax Periods. With respect to any Taxes for any taxable period that includes but does not end as of the Closing Date, the amount of Taxes subject to indemnification hereunder attributable to pre-Closing and post-Closing Tax periods shall be calculated as if such taxable period ended as of the close of business on the Closing Date, except that property Taxes and exemptions, allowances or deductions that are calculated on an annual basis shall be prorated based on the number of days in the annual period elapsed through the Closing Date compared to the number of days in the annual period elapsing after the Closing Date, respectively.

Tax Periods. All Tax Returns prepared pursuant to this Section 7.10 will be prepared in a manner consistent with past practices of the applicable Sale Subsidiary unless otherwise required by applicable Law. Not later than fifteen (15) days prior to the due date (taking into account any extensions thereof), for filing any such Tax Return that is to be filed on or after the Closing Date (other than a Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period), Black Creek Holdco will deliver a copy of such Tax Return, together with all reasonably requested supporting documentation, to Sellers for their review and approval (which approval shall not be unreasonably withheld, conditioned or delayed, and in any case which approval shall be deemed granted if no objection is received by Black Creek Holdco in writing on or prior to day immediately preceding the due date (taking into account any extensions thereof) for filing any such Tax Return). The Sellers will cause all Tax Returns prepared by them or on their behalf pursuant to this Section 7.10 to be timely filed and will pay all Taxes payable with respect to such Tax Return. Black Creek Holdco will cause all Tax Returns prepared by it or on its behalf pursuant to this Section 7.10 to be timely filed, will provide a copy to Sellers and, subject to Sellers’ indemnification obligations under Section 10.2(a)(iv), will pay all Taxes payable with respect to such Tax Return. Not later than three (3) Business Days before the due date for the payment of Taxes with respect to any Tax Returns described in this Section 7.10 that are to be filed on or after the Closing Date, Sellers shall cause USLF TRS, USLV TRS or USLV SubREIT, as the case may be, to pay to Black Creek Holdco an amount equal to the Taxes for which USLF TRS, USLV TRS or USLV SubREIT, as the case may be, is responsible pursuant to Section 10.2(a)(iv). The expense of preparing any Tax Returns described in this Section 7.10 shall be borne by the Party responsible for preparing and filing such Tax Returns. From and after the Closing, each of USLF and USLV Sellers and their respective Representatives shall cooperate to the extent reasonably requested by Black Creek Holdco and its Representatives to provide Black Creek Holdco and its Representatives with access to such information as Black Creek Holdco and its Representatives may reasonably request in connection with paying any...