Closing Agreements; Etc Sample Clauses
The "Closing Agreements; Etc" clause defines the requirements and procedures for finalizing and executing all necessary agreements and documents at the closing of a transaction. It typically outlines which parties must sign specific documents, the timing and method of delivery, and any conditions that must be satisfied before the transaction is considered complete. For example, it may require the delivery of executed deeds, payment of purchase price, or confirmation of regulatory approvals. This clause ensures that all parties fulfill their obligations and that the transaction is legally binding and enforceable, thereby preventing disputes or misunderstandings at the closing stage.
Closing Agreements; Etc. No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion there) ending after the Closing Date as a result of any change in method of accounting, closing agreement, intercompany transaction, installment sale or prepaid amount received for a taxable period ending on or prior to the Closing Date. No Acquired Company is a party to or bound by any Tax allocation or sharing agreement. No Acquired Company has been a member of an affiliated or other similar group filing consolidated or similar Tax Returns.
Closing Agreements; Etc. The Company is not a party to, is not bound by or does not have any obligation under any Tax allocation or sharing agreement, tax indemnity or similar agreement. The Company has not: (i) ever been a member of an “affiliated group” (within the meaning of Section 1504 of the Code) or combined or unitary group of which the Company was not the ultimate parent corporation; or (ii) any Liability for the Taxes of any Person (other than the Company).
Closing Agreements; Etc. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion there) ending after the Closing Date as a result of any change in method of accounting, closing agreement, intercompany transaction, installment sale or prepaid amount received for a taxable period ending on or prior to the Closing Date. The Company is not a party to or bound by any Tax allocation or sharing agreement. The Company has never been a member of an Affiliated Group. The Company has no Liability for the Taxes of any other Person.
Closing Agreements; Etc. Neither Parent nor any of its Subsidiaries is a party to, is bound by or has any obligation under any Tax allocation or sharing agreement, tax indemnity or similar agreement. Neither Parent nor any of its Subsidiaries has: (i) ever been a member of an “affiliated group” (within the meaning of Section 1504 of the Code); or (ii) any Liability for the Taxes of any Person (other than Parent or such Subsidiary, as applicable).
Closing Agreements; Etc. Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion there) ending after the Closing Date as a result of any: (i) change in method of accounting, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax Legal Requirements) executed on or prior to the Closing Date, (iii) intercompany transactions occurring at or prior to the Closing Date or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Legal Requirements) with respect to a transaction occurring on or prior to the Closing Date, (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) election under Section 108(i) of the Code made on or prior to the Closing Date, or (vi) prepaid amount received or deferred revenue accrued on or prior to the Closing Date. Company is not a party to or bound by any Tax allocation, Tax indemnification, Tax sharing or similar agreement other than a lease or customer agreement entered into in the ordinary course of Company’s business, the principal purpose of which does not relate to Taxes. Company has never been a member of an affiliated group. Company is, and has been at all relevant times, in substantial compliance with all applicable transfer pricing laws and regulations, and has maintained all material documentation required (under Section 482 of the Code and any other applicable federal, state, local or foreign Legal Requirements), if any, for all transfer pricing arrangements.
Closing Agreements; Etc. No closing agreements, private letter rulings, technical advice memoranda or similar agreement or rulings concerning Taxes have been entered into or issued by any Governmental Entity with respect to the Target Group Companies that would reasonably be expected to have an adverse effect on a Target Group Company following the Effective Time.
Closing Agreements; Etc. No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Legal Requirements) executed on or prior to the Closing Date. No Acquired Company is a party to or bound by any Tax allocation or sharing agreement, in each case, other than pursuant to the customary provisions of an agreement the primary purpose of which is not related to Taxes.
Closing Agreements; Etc. No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the date of this Agreement as a result of any change in method of accounting, closing agreement, intercompany transaction, installment sale, open transaction, election under Section 108(i) of the Code or prepaid amount received for a taxable period ending on or prior to the date of this Agreement. No Acquired Company is a party to or is bound by any Tax allocation or sharing agreement (other than agreements entered into in the Ordinary Course of Business that are not primarily related to Taxes). No Acquired Company has ever been a member of an Affiliated Group. No power of attorney has been granted with respect to any matter related to Taxes of any Acquired Company that on the Closing Date will be in effect.
Closing Agreements; Etc. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any change in method of accounting, closing agreement, inter-company transaction, excess loss account, installment sale or prepaid amount received for a taxable period ending on or prior to the Closing Date.
Closing Agreements; Etc. The Company is not a party to, is not bound by or does not have any obligation under any Tax allocation or sharing agreement, tax indemnity or similar agreement (except for customary agreements not primarily related to Taxes). The Company has not: (i) ever been a member of an “affiliated group” (within the meaning of Section 1504 of the Code) or combined or unitary group of which the Company was not the ultimate parent corporation; or (ii) any Liability for the Taxes of any Person (other than the Company or pursuant to customary agreements not primarily related to Taxes).