Contract analysis

ARTICLE IX — TAX MATTERS (Redline Markup)

Section 9.1 — Definitions (Tax-Specific) For purposes of this Article IX and the tax-related provisions of Article X, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article IX shall have the meanings ascribed to them in Article I (Definitions) of this Agreement. "Closing Date" means May 31, 2024, or such other date on which the Closing actually oc

Section 9.2 — Tax Indemnification by Sellers (a) Scope of Seller Tax Indemnity. From and after the Closing, the Sellers (including Dr. Raymond Carvallo, Dr. Nadia Ostrowski, Jonathan Farnsworth, and the fourteen (14) minority physician-investors identified on Schedule 9.2(a) hereto) shall, , indemnify, defend, and hold harmless the Buyer, Ardent Healthcare Holdings LLC, Ardent Healthcare Intermediate Inc. (the blocke

Section 9.3 — Tax Indemnity Escrow (a) Establishment. At the Closing on May 31, 2024, the sum of Four Million One Hundred Twenty Thousand Dollars ($4,120,000) (the "Tax Indemnity Escrow Amount") shall be deposited with Ironbridge Trust Company, N.A. (the "Escrow Agent") into a segregated tax indemnity escrow account (the "Tax Indemnity Escrow Account") pursuant to and in accordance with the terms and conditions of th

Section 9.4 — Pre-Closing Tax Returns (a) Preparation. The Sellers' Representative shall prepare, or cause to be prepared, all Tax Returns of the Company and its subsidiaries for Pre-Closing Tax Periods that are required to be filed after the Closing Date (collectively, "Pre-Closing Returns"), including (without limitation) the Company's IRS Form 1065 and related Schedules K-1 for the short taxable period ending on t

Section 9.5 — Straddle Period Tax Allocation (a) Closing of the Books Method. For all income Taxes (including, without limitation, federal income tax, state income and franchise taxes, gross receipts taxes, and the Philadelphia Business Income & Receipts Tax), the portion of any Straddle Period Taxes that is allocable to the pre-closing portion of the Straddle Period shall be determined based on an interim closing of

Section 9.6 — Tax Covenants (a) Pre-Closing Covenants (Seller Obligations). From the date of this Agreement until the Closing Date, except as expressly contemplated by this Agreement (including the Permitted Tax Elections) or as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed), the Company shall not, and the Sellers shall cause the Company not to: (i) make,

Section 9.7 — Transfer Taxes All transfer taxes, documentary stamp taxes, recording taxes, and similar Taxes and fees (collectively, "Transfer Taxes") imposed on or in connection with the transactions contemplated by this Agreement shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Sellers. The party that is required by applicable law to file any Tax Return or other documentation with respect

Section 9.8 — Survival of Tax Representations and Indemnity (a) Tax Representations Survival Period. The representations and warranties of the Sellers set forth in Section 4.16 (Tax Matters) of this Agreement (the "Tax Representations") shall survive the Closing until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including any waivers or extensions thereof, whether vo

Section 9.9 — Tax Contest Procedures (a) Notice of Tax Contest. If any taxing authority asserts a claim, issues a notice of deficiency, proposed assessment, or similar notice, or commences an audit, examination, investigation, or other proceeding with respect to any Taxes of the Company or any of its subsidiaries for any Pre-Closing Tax Period or any Straddle Period (each, a "Tax Contest"), Buyer shall promptly (and

Section 9.10 — Dispute Resolution for Tax Matters (a) Submission to Tax Referee. Any dispute between Buyer and the Sellers' Representative regarding: (i) the amount, computation, or allocation of Pre-Closing Taxes; (ii) the allocation of Straddle Period Taxes under Section 9.5; (iii) the preparation, content, or filing of Pre-Closing Tax Returns under Section 9.4; or (iv) the amount, validity, or computation of any T