Transaction Tax Deductions. The parties hereby acknowledge and agree that the Transaction Tax Deductions shall be for the sole benefit of the Sellers, shall be allocated to a Pre-Closing Tax Period, and except as otherwise required by applicable Laws, shall be claimed in a Pre-Closing Tax Period. The parties hereby agree to (a) prepare and file all Tax Returns consistent with the preceding sentence and (b) not take a position on any Tax Return or in any administrative or judicial proceeding inconsistent with the Sellers’ entitlement to the benefit of the Transaction Tax Deductions.
Appears in 4 contracts
Samples: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.)
Transaction Tax Deductions. The parties hereby acknowledge and agree that the Transaction Tax Deductions shall be for the sole benefit of the Sellersthat, shall be allocated to a Pre-Closing Tax Period, and except as otherwise required by applicable Laws, the Transaction Tax Deductions shall be allocated to, and shall be claimed in in, a Pre-Closing Tax PeriodPeriod or the portion of the Straddle Period ending on the Closing Date. The parties hereby agree to (ai) prepare and file all Tax Returns consistent with the preceding sentence and (bii) not take a position on any Tax Return or in any administrative or judicial proceeding inconsistent with the Sellers’ entitlement to the benefit of the Transaction Tax Deductionssuch sentence.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions, Inc.)
