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. 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. 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. 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. 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. 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. 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. The parties shall, to the extent permitted under Applicable Law, reasonably cooperate to elect with the relevant Taxing Authority for all Tax purposes to treat the Closing Date as the last day of the taxable period of each member of the Company Group. Even where not so permitted, to the extent relevant to determining the accuracy of any representations made with respect to Taxes under Section 3.15(e), and without imposing any separate basis of indemnification for any party, it is agreed that any Tax period of any member of the Company Group that includes the Closing shall be deemed to end immediately prior to the Closing .
Tax Periods. Ending Immediately Prior to the Effective Time. ---------------------------------------------------------- Subject to approval by the Stockholder Agent, Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries for all periods ending prior to the Effective Time which are filed after the Closing Date. Buyer shall permit the Stockholder Agent and its representatives to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Stockholders shall reimburse Buyer for Taxes, if any, of the Company and its Subsidiaries with respect to such periods within fifteen (15) days after payment by Buyer or the Company and its Subsidiaries of such Taxes to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. To the extent any such Tax Return results in a Tax refund or credit to Buyer in excess of any Tax asset reflected on the face of the Closing Balance Sheet, upon receipt of such excess amount of Tax refund or credit, Buyer shall pay such excess amount to the Stockholders in the following manner: (i) issue to each Stockholder additional shares of Buyer Common Stock having a value equal to 50% of the amount of such excess amount of Tax refund or credit based on each such Stockholder's Pro Rata Percentage and (ii) deliver to each Stockholder that elected Cash Merger Consideration pursuant to Section 2.8(a)(ii), immediately available funds in the amount of 50% of such excess amount of Tax refund or credit based on each such Stockholder's Pro Rata Percentage or issue to each Stockholder that elected Debenture Merger Consideration pursuant to Section 2.8(a)(ii), Debentures in the amount of 50% of such excess amount of Tax refund or credit based on each such Stockholder's Pro Rata Percentage. Buyer shall not file any amended Tax Return or accept the amendment of any Tax Return without the consent of the Stockholder Agent.
Tax Periods. Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date, other than any Tax Return for the Company under which the Company is a member of the Seller Group, in which case the Seller shall prepare or cause to be prepared and file or cause to be filed such Tax Return. Buyer shall permit Seller to review and comment on each Tax Return it prepares and files described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller. Seller shall reimburse Buyer for Taxes of the Company with respect to such periods within fifteen (15) days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Final Closing Balance Sheet. In the event that the amount of Tax owed is different from that initially indicated by the Company, appropriate adjustments shall be made to compensate for such discrepancy.
