Tax Periods Ending on or before Closing Date. Seller 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 that are filed after the Closing Date. To the extent permitted by applicable law, Seller shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to Seller for such periods.
Tax Periods Ending on or before Closing Date. (a) Xxxx shall be responsible (and shall indemnify and hold the Acquired Entities and ITOCHU harmless) for the prompt and timely payment and satisfaction of any and all (i) Taxes of Xxxx whenever arising (other than Taxes for which ITOCHU is liable pursuant to the second sentence of this paragraph), (ii) Taxes of the Acquired Entities, the Business, the DAL IP and the DPF IP, in each case for all taxable periods ending on or before the Closing Date, and Taxes of the Acquired Entities, the Business, the DAL IP and the DPF IP, in each case for all periods that begin before and end after the Closing Date (“Straddle Periods”), to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Date (such periods being referred to as, the “Pre-Closing Tax Periods”); provided that Xxxx shall not be required to indemnify ITOCHU for any Taxes resulting from any transaction outside the Ordinary Course of Business undertaken on the Closing Date after the Closing, and (iii) Taxes arising as a result of the transactions contemplated by Section 5.2. ITOCHU shall be responsible for all Taxes of the Acquired Entities (other than as set forth in the preceding sentence) for all taxable periods (or, with respect to Straddle Periods, any portion thereof) beginning after the Closing Date (the “Post-Closing Tax Period”).
(b) Unless prohibited by applicable Legal Requirements, the Parties shall cause the taxable period of the Acquired Entities to close as of the close of business on the Closing Date. In the case of any Straddle Period, the amount of any Taxes (including income Taxes) attributable to the Pre-Closing Tax Period and attributable to the Post-Closing Tax Period shall be determined based on an interim closing of the books as of the Closing Date, except that Taxes that are calculated on a periodic or annual basis (such as real and personal property Taxes) shall be allocated on a daily basis; provided that, (i) any increase in property Taxes that result from the reassessment of the property as a result of the transactions contemplated by Section 5.2 shall be allocated to Xxxx, and (ii) any increase in property Taxes that result from the reassessment of the property as a result of the transfers contemplated by Section 2.1(c) shall be allocated to ITOCHU.
Tax Periods Ending on or before Closing Date. The Purchaser 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 on or prior to the Closing Date that are filed after the Closing Date. The Purchaser shall permit the Stockholder to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by applicable law, the Stockholder shall include any income, gain, loss, deduction or other tax items for such periods on his Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to the Stockholder for such periods.
Tax Periods Ending on or before Closing Date. Each Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for such Company for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Each Company shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by applicable law, Seller shall include any income, gain, loss, deduction or other tax items for such periods on its Tax Returns in a manner consistent with the Schedule K-1s prepared by Company for such periods.
Tax Periods Ending on or before Closing Date. The Equityholders 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 on or prior to the Closing Date which are filed after the Closing Date. The Equityholders shall permit the Company to review and shall incorporate any comments provided by the Company on each such Tax Return described in the preceding sentence prior to filing. Failure of the Equityholders to incorporate any comments of Company shall be deemed to be a Tax Claim within the meaning of Sections 8.12 or 8.13, as appropriate, and shall be resolved in accordance with the provisions therein. To the extent permitted by applicable law, the Equityholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns.
Tax Periods Ending on or before Closing Date. The Shareholders shall timely prepare or cause to be prepared and file or cause to be filed all tax returns for the Company for the periods 1999 to the Closing Date; provided, however, that, for the avoidance of doubt, it is agreed that liability for the amount of the taxes due with respect to such periods shall remain with the Company.
Tax Periods Ending on or before Closing Date. Natus 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 that are filed after the Closing Date. To the extent permitted by applicable law, Stockholders shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished by the Company to Stockholders for such periods.
Tax Periods Ending on or before Closing Date. The Sellers 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 that are filed after the Closing Date. Not later than thirty (30) days prior to the due date for filing such Tax Returns, the Sellers shall provide Purchaser with drafts of all such Tax Returns. The Sellers shall permit the Purchaser to review and comment on each such Tax Return described in this paragraph prior to filing and shall cause such Tax Returns to incorporate all of Purchaser’s reasonable comments.
Tax Periods Ending on or before Closing Date. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Corporation for all periods ending on or prior to the Closing Date that are filed after the Closing Date. With respect to Corporation’s short-year income Tax Return, Purchaser and Seller Representatives shall mutually agree to such return prior to filing, provided that any comments to such return submitted by Seller Representatives are permitted by law. If Purchaser and Seller Representatives are unable to mutually agree on such return, then the Parties shall refer any dispute to an independent national accounting firm, whose decision shall be binding on both Parties. To the extent permitted by applicable law, Purchaser shall report on the Corporation’s short-year income Tax Return and allocate to the Sellers individual K-1s the compensation deduction attributable to the exercise of Sellers’ options. Further, to the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other Tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1’s furnished by Corporation to Sellers for such periods.
Tax Periods Ending on or before Closing Date. The Stockholder 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 Effective Date that are due and filed after the Effective Date (the "Pre- Closing Tax Returns"). Purchaser shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns for the Company for all periods ending after the Effective Date that are due and filed after the Effective Date (the "Post-Closing Tax Returns"). For avoidance of doubt, the Post-Closing Tax Returns also include any Tax Returns which include both (i) any period prior to or including the Effective Date, and (ii) any period after the Effective Date.
