Taxable Periods Ending On or Before the Closing Date. Seller shall be responsible for filing all Tax Returns required to be filed by or with respect to Seller for any taxable year or taxable period ending on or before the Closing Date and shall be liable for all Taxes for any taxable year or period ending on or before the Closing Date which are due and payable by Seller or with respect to the Acquired Assets or Assumed Liabilities.
Taxable Periods Ending On or Before the Closing Date. Buyer shall prepare and timely file, or shall cause, as applicable, Holdings, the Company and Company’s Subsidiaries to prepare and timely file, all Tax Returns for all taxable periods ending on or prior to the Closing Date that either are required to be filed for Holdings, the Company and/or Company’s Subsidiaries after the Closing Date or that Sellers reasonably request to be filed (including amended Tax Returns) after the Closing Date. Buyer shall pay or cause to be paid with such Tax Returns all Taxes due in connection therewith, subject to Section 10.2(e). Buyer and Sellers agree that all such Tax Returns shall be filed in a manner consistent with prior Tax Returns filed, as applicable, by Holdings, the Company or any of Company’s Subsidiaries, unless and to the extent otherwise required by applicable law. At least ten (10) business days prior to the date that each such Tax Return is due, Buyer shall provide or cause to be provided to a representative designated by Sellers’ Representative each such Tax Return. If Sellers’ Representative shall have any proposed revisions to any such Tax Return, Sellers’ Representative shall provide such revisions to Buyer at least five (5) business days prior to the date that such Tax Return is due. Buyer shall consider all such revisions in good faith and, if Buyer and Sellers’ Representative shall not agree as to whether any such revision shall be made, Buyer and Sellers’ Representative shall submit such proposed revision to a mutually-acceptable public accounting firm for final determination, whose decision shall be binding on Buyer, Sellers and ACAS.
Taxable Periods Ending On or Before the Closing Date. Seller shall be liable for, and shall indemnify and hold Buyer harmless against, all Taxes (as defined in Section 8.1(c)) due or payable by the Company for any taxable year or taxable period ending on or before the Closing Date, but in the case of Taxes other than U.S. federal, state and local income taxes only to the extent that the amount of such Taxes exceeds the amount reserved therefor on the applicable Financial Statements.
Taxable Periods Ending On or Before the Closing Date. The Shareholder shall be liable for, and shall indemnify and hold Buyer and the Company harmless against, all Taxes (other than Taxes which result from actions precipitated by Buyer) for any taxable year or taxable period ending on or before the Closing Date due or payable by the Company (including any liability that arises because the Company ceases on the Closing Date to be a member of a group filing consolidated, combined or unitary Tax Returns) or with respect to the income of any member of the Shareholder's consolidated group (other than the Company) for any year in which the Company was a member of such group.
Taxable Periods Ending On or Before the Closing Date. Seller shall prepare, or cause to be prepared and file or cause to be filed, all Tax Returns for the Acquired Subsidiaries for all taxable periods ending on or prior to the Closing Date which are filed after the Closing Date (excluding any income and franchise Tax Returns with respect to periods for which the operations of such Acquired Subsidiaries are included in the consolidated, unitary or combined income Tax Returns of Seller or its Affiliates, for which Seller will bear sole responsibility for the preparation, filing and payment of all Taxes with respect thereto). Seller shall permit Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller shall pay for Taxes of the Acquired Subsidiaries with respect to such periods when such Taxes are due and payable. Seller shall be entitled to all tax refunds for the Acquired Subsidiaries for all taxable periods ending on or prior to the Closing Date (except to the extent such refunds result from losses arising after the Closing Date), and Purchaser shall, and shall cause its Affiliates to, at Seller's request and sole cost, file for such refunds and fully cooperate to obtain the same. Purchaser shall pay Seller any such refund amounts to which Seller is entitled pursuant to this Section 5.10(a) within five (5) days of Purchaser's receipt of the same.
Taxable Periods Ending On or Before the Closing Date. (i) The income and other tax items of the Company for all periods ending on or before the Closing Date shall be included in the consolidated federal income tax return of the affiliated group of which Front Royal is the common parent (the "Company Group"), and the last such period will end as of the close of the Closing Date. Seller and Front Royal shall be responsible for the payment of any federal income taxes of the Company for all periods ending on or before the Closing Date and of any other member of the Company Group not heretofore paid except for such taxes set forth in the Statutory Statements or in Schedule 3.18 of the Disclosure Schedule of Seller. Neither Buyer, any member of the affiliated group of which Buyer is a member (the "Buyer Group") nor the Company shall be required to reimburse either Seller or any other person for any such taxes; and subject to the Seller's Basket, Seller and Front Royal shall indemnify and hold Buyer, all other members of the Buyer Group and the Company harmless from all liabilities for any such taxes (including, without limitation, any additions to tax, penalties and interest). Seller shall be entitled to any refunds (except any refund resulting from carrybacks from taxable periods beginning after the Closing Date) not received prior to the Closing Date for taxable periods of the Company ending on or before the Closing Date. Buyer shall promptly pay, or cause Company to pay, to Seller the amount of any such refund (to which Seller is entitled hereunder) that is received by the Company or Buyer; provided, however, that any amount payable in respect of any such refund shall be reduced by the amount of any taxes incurred, and the present value (based on a discount rate of 5%) of any taxes to be incurred, by Buyer, any other member of the Buyer Group or the Company as a result of the accrual or receipt of the refund.
(ii) Subject to the Basket and the Cap, Seller shall indemnify and hold Buyer, all members of the Buyer Group and the Company harmless from all liabilities for any Tax Losses. To the extent that any breach by Seller of the representations and warranties contained in Section 3.18 results in any Tax Losses, such breach shall be subject to the terms and provision of this Article IX and the indemnification provisions relating hereto.
Taxable Periods Ending On or Before the Closing Date. Century shall prepare or cause to be prepared and timely file or cause to be timely filed, all Tax Returns for PTI, its Subsidiaries and other entities for which PTI and its Subsidiaries are responsible for filing returns (each a "Responsible Entity") for all periods ending on or prior to the Closing Date which are filed after the Closing Date, other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of PHI and the Affiliated Group will include the operations of PTI and its Subsidiaries. Century shall permit PHI to review and comment on each such Tax Return described in the preceding sentence prior to filing. PHI shall reimburse Century for Taxes of PTI, its Subsidiaries and Responsible Entities with respect to such periods within fifteen (15) days after payment by Century or PTI, its Subsidiaries and Responsible Entities 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 Closing Date balance sheet.
Taxable Periods Ending On or Before the Closing Date. (i) The Buyer shall prepare and timely file, or shall cause, as applicable, each of the Applicable Entities to prepare and timely file, all Tax Returns for all taxable periods ending on or prior to the Closing Date (the “Pre-Closing Tax Periods”) that are required to be filed by the Applicable Entities after the Closing Date. The Seller shall pay or cause to be paid all Taxes due with respect to the Pre-Closing Tax Periods. The Buyer and the Seller agree that all such Tax Returns shall be filed in a manner consistent with prior Tax Returns filed, as applicable, by the Applicable Entities, unless and to the extent otherwise required by applicable Legal Requirement. A copy of each such Tax Return described in this Section 5.08(a)(i) shall be provided to the Seller within 30 days prior to the due date (including extensions) for the filing thereof, and the Seller shall have the right to comment on each such Tax Return and suggest reasonable changes thereto in good faith, which the Buyer shall incorporate therein.
(ii) Further, with respect to each Applicable Entity characterized as a partnership for United States federal income tax purposes, the Seller shall make or cause to be made an election pursuant to IRC Section 754 for each taxable period within which the Closing Date occurs.
Taxable Periods Ending On or Before the Closing Date. The Sellers will be liable for, will pay and will indemnify and hold the Buyer and the Acquired Companies harmless against, all Taxes of the Acquired Companies for any taxable year or taxable period ending on or before the Closing Date due or payable with respect to the operations, assets or business of the Acquired Companies on or before the Closing Date, including any Taxes resulting from the making of the Section 338(h)(10) Elections and any liability for Taxes pursuant to Treasury Regulation ss.1.1502-6, (or any similar provision of Law), but only to the extent that the amount of such Taxes exceeds the amount of Taxes currently payable that will be reserved for on the Closing Date Balance Sheet. The Sellers will determine the amount of taxable income of the Acquired Companies for the taxable year ending on the Closing Date on the basis of its permanent records (including workpapers) in a manner consistent with Treasury Regulation ss.1.1502-76(b)(4)(i) and (ii). Such determination will be subject to the dispute resolution procedures of Section 10.1.11.
Taxable Periods Ending On or Before the Closing Date. The Sellers shall be responsible for filing all Tax Returns required to be filed by or with respect to each of the CRW Subsidiaries (and the other Specified Assets) for any taxable year or taxable period ending on or before the Closing Date and shall be liable for and shall jointly and severally indemnify and hold the Buying Companies harmless against all Taxes for any taxable year or period ending on or before the Closing Date which are due and payable by either of the CRW Subsidiaries or with respect to the other Specified Assets.
