Taxable Periods Ending On or Before the Closing Date Sample Clauses
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. (a) The Seller, at its expense, shall properly prepare or cause to be prepared all Tax Returns required to be filed by or with respect to the Company Group for all taxable periods ending on or prior to the Closing Date (“Seller Prepared Returns”), which for the avoidance of doubt shall include all income Tax Returns (or separate company pro-forma drafts) with respect to taxable periods of the Company Group for which a consolidated, unitary or combined Tax Return of the Seller will include the operations of the Company Group (“Seller Group Returns”). Seller Prepared Returns shall be reviewed and finalized for filing under the procedures described in Section 9.1(b). The Seller shall cause all Seller Prepared Returns to be timely filed, and shall timely pay or cause to be paid any Taxes due with respect to all Seller Prepared Returns. Unless consented to by the Purchaser (such consent not to be unreasonably withheld), such Seller Prepared Returns shall include no elections that were not made in the last similar Tax Return and shall be prepared in a manner consistent with the last previous similar Tax Return filed by or with respect to the Company Group and in compliance with Law, except for changes in the Law or applicable regulations.
(b) The Seller shall provide a draft copy of each Seller Prepared Return that is not an income Tax Return to the Purchaser at least fifteen (15) days prior to the filing deadline of such Tax Return for the Purchaser's review and reasonable comment. With respect to income Tax Returns, not later sixty (60) days before the filing of any Seller Prepared Returns that are income Tax Returns, the Seller shall deliver to the Purchaser (i) a pro-forma federal income Tax Return for each of the Company and the Parent that reflects the separate income of Company Group as it will be determined for purposes of a Seller Group Return that includes the ending date of such pro-forma Tax Return, along with a copy of all Tax elections proposed to be made by Seller with respect to the Company Group in such Seller Group Return, and (ii) all draft income Tax Returns for the Company Group that are required to be filed separately by the Company Group. The Purchaser shall provide the Seller with any comments on Seller Prepared Returns within ten (10) days after the Purchaser's receipt of each Seller Prepared Return, except that in the case of income Tax Returns, such review period shall be thirty (30) days.
(c) If no comments are received by the Seller ...
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 and the Transferred Entities harmless from, all Taxes for any taxable year or taxable period ending before the Closing Date due or payable by a Transferred Entity.
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 Subsidiary 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 the Acquired Subsidiary 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 Subsidiary with respect to such periods when such Taxes are due and payable. Seller shall be entitled to all tax refunds for the Acquired Subsidiary 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. Seller shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to each CenturyTel Entity for all Taxable years and periods ending on or before the Closing Date. Seller shall pay or cause to be paid all Taxes due on such Tax Returns for all periods covered by such Tax Returns. Seller will include, or cause to be included, the income of each CenturyTel Entity (including any deferred income triggered into income by Treas. Reg. Sections 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income under Treas. Reg. Section 1.1502-19) on the consolidated federal and consolidated, unitary or combined state and local income Tax Returns of Seller and the Seller Group for all periods through the Closing Date. Each CenturyTel Entity will furnish Tax information to Seller for inclusion in the consolidated federal and consolidated, unitary or combined state and local income Tax Returns for Seller and the Seller Group for the period ending on the Closing Date in accordance with the past custom and practice of each CenturyTel Entity. At least 15 Business Days before filing any such Tax Return (other than Seller's consolidated group returns), Seller shall submit to Buyer copies of such returns for Buyer's review and comment. Seller will consider any such comments in good faith. The income of each CenturyTel Entity will be apportioned to the period up to and including the Closing Date and to the period after the Closing Date by closing the books of each CenturyTel Entity as of the Effective Time.
Taxable Periods Ending On or Before the Closing Date. ClubCorp and Pinehurst Company shall cause to be prepared and duly filed all Tax Returns required to be filed by or with respect to the Pinehurst Entities for all Taxable years and periods ending on or before the Closing Date. ClubCorp and Pinehurst Company shall be solely liable for and shall pay all Taxes shown to be due on such Tax Returns for all periods covered by such Tax Returns, less Taxes included in the Balance Sheet Liabilities and included as an adjustment to the Base Purchase Price. ClubCorp and Pinehurst Company shall indemnify and hold harmless Purchaser against all Taxes for any Taxable year or Taxable period ending on or before the Closing Date due or payable by the Pinehurst Entities, less Taxes included in the Balance Sheet Liabilities and included as an adjustment to the Base Purchase Price.
Taxable Periods Ending On or Before the Closing Date. The Shareholders shall be liable for, shall pay or cause to be paid, and shall indemnify and hold the SP Companies and Buyer, and all of their respective directors, officers, employees and agents, harmless from: (a) any unaccrued Taxes with respect to the SP Companies for any Tax Period ending on or before the Closing Date; and (b) that portion of the Shareholders' liability determined under Section 7.2.3. 34 - STOCK PURCHASE AGREEMENT
Taxable Periods Ending On or Before the Closing Date. The Sellers shall be liable for, shall pay and shall indemnify and hold Buyer and the Company harmless against, all Taxes of the Company or the Sellers 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 Sellers or the Company on or before the Closing Date, including any Taxes (the "Sellers' Income Taxes") resulting (x) from the sale of the Company Common Stock, including any deemed sale of the Company's assets pursuant to the making of the Section 338(h)(10) Elections or (y) pursuant to Treasury Regulation Section 1.1502 6, (or any similar provision of Law). The foregoing notwithstanding, Buyer shall pay to Sellers, on an after-tax basis, when due with respect to the transactions contemplated hereby, an amount equal to the excess of (x) the combined federal and state income, sales, use and other similar taxes imposed as the result of making the Section 338(h)