Closing of Tax Year. Each member of the Newco Group shall, unless prohibited by applicable Tax Law, close its Tax Year on the Distribution Date for each applicable Tax. If applicable Tax Law does not permit a member of the Newco Group to close its Tax Year on the Distribution Date or in any case in which a Tax is assessed with respect to a Straddle Period, the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the period up to and including the Distribution Date, on the one hand, and (ii) to the period subsequent to the Distribution Date, on the other hand, by means of a closing of the books and records of such member of the Newco Group as of the close of the Distribution Date, provided that Taxes, exemptions, allowances or deductions that are calculated on a periodic basis shall be allocated between the period ending on the Distribution Date and the period after the Distribution Date in proportion to the number of days in each such period.
Closing of Tax Year. Each member of the Spinco Group shall, unless prohibited by applicable Tax Law, close its Tax Year on the Distribution Date for each applicable Tax (whatever and wherever located the Governmental Authority that imposes it). If applicable Tax Law does not permit a member of the Spinco Group to close its Tax Year on the Distribution Date or in any case in which a Tax is assessed with respect to a Straddle Period, the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the period up to and including the Distribution Date, on the one hand, and (ii) to the period subsequent to the Distribution Date, on the other hand, by means of a closing of the books and records of such member of the Spinco Group as of the close of the Distribution Date, provided that Taxes, exemptions, allowances or deductions that are calculated on a periodic basis shall be allocated between the period ending on the Distribution Date and the period after the Distribution Date in proportion to the number of days in each such period.
Closing of Tax Year. The Crown Parties and Buyer hereby ------------------- acknowledge that, effective as of the Closing Date, each of Network and Mobile will cease to be an S corporation under the Code. As a result, each of Network's and Mobile's taxable years as an S corporation will terminate as of the Closing Date, and such corporations will be required to file Federal income tax returns and various state income and franchise tax returns for the period beginning January 1, 1997 and ending on the earlier to occur of December 31, 1997 and the date prior to the Closing Date, and, if the Closing does not occur prior to December 31, 1997, the period -61- commencing January 1, 1998 and ending on the date prior to the Closing Date (the "Final S Tax Period(s)"). Each of the Crown Parties and Buyer hereby agree that Network and Mobile each shall be treated as an S corporation for Federal income tax purposes, and by all states and localities listed on Schedule 5.23(c), for the Final S Tax Period(s).
Closing of Tax Year. The Seller and the Purchaser hereby acknowledge that (i) effective as of the passing of title to the IMPS Shares on the First Closing Date, IMPS will cease to be an S corporation under the Code and (ii) effective as of the passing of title to the Gemini Shares on the Second Closing Date, Gemini will cease to be an S corporation under the Code. As a result, the S corporation taxable year of each Company will terminate as of the day before the applicable Closing Date and each Company will be required to file Tax Returns for the period beginning on the first day of its then current fiscal year and ending on the day before the applicable Closing Date (the "Final S Tax Period"). The Seller and the Purchaser hereby agree that each Company shall be treated as an S corporation for federal income Tax purposes, and by all states in which an "S" election is in effect, for the Final S Tax Period of each Company."
Closing of Tax Year. Purchaser and Seller agree that they intend that, as a result of the Acquisition, the taxable year for federal and state (in those states that conform to federal treatment or otherwise provide for the termination of the taxable year at such time) income tax purposes of the Company will terminate at the close of the Closing Date (the “Short Taxable Year”).
Closing of Tax Year. The Seller and the Purchaser hereby acknowledge that, effective as of the passing of title to the Shares on the Closing Date, the Companies will cease to be S corporations under the Code. As a result, the S corporation taxable year of each Company will terminate as of the day before the Closing Date and each Company will be required to file Tax Returns for the period beginning on the first day of its then current fiscal year and ending on the day before the Closing Date (the "Final S Tax Period"). The Seller and the Purchaser hereby agree that each Company shall be treated as an S corporation for federal income Tax purposes, and by all states in which an "S" election is in effect, for the Final S Tax Period of each Company.
Closing of Tax Year. The Parties agree that they intend that, as a result of the purchase and sale of the Elusys Equity Interests and Elusys ceasing to be a member of Seller’s consolidated group as of the end of the day on the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A), the taxable year of Elusys for federal Tax purposes (and for purposes of similar provisions under state, local and foreign Tax Law) at such time) will terminate at the close of the Closing Date and if Elusys is permitted but not required, under any applicable Tax Law, to treat the Closing Date as the last day of a Taxable period, each Party, as applicable, shall, and shall cause its Affiliates to, treat the Closing Date as the last day of that Taxable period.
Closing of Tax Year. (A) Parent and the Stockholders agree that, as a result of the Merger and the Company (and its applicable Subsidiaries) becoming a member of the U.S. consolidated group of which Parent is a member effective as of the end of the day on the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1), the taxable year of the Company (and its applicable Subsidiaries) for U.S. federal Tax purposes (and for purposes of similar provisions under state, local, and foreign Tax Law) will terminate at the close of the Closing Date and if the Company (and its applicable Subsidiaries) is permitted but not required, under any applicable Tax Law, to treat the 0000-0000-0000.4 Closing Date as the last day of a Taxable period, each party, as applicable, shall, and shall cause its Affiliates to, treat the Closing Date as the last day of that Taxable period.
(B) In the case of any Subsidiary owned by the Company that is a “controlled foreign corporation” within the meaning of Section 957 of the Code, the Tax year or period for such Subsidiary shall be deemed to close as of the end of the Closing Date for U.S. federal income tax purposes.
Closing of Tax Year. If requested by one Party, the other Party agrees to join in the election to terminate the Company’s taxable year as of the Closing Date as permitted under Section 1377 (a) of the Code.
Closing of Tax Year. The parties hereto shall, to the extent permitted or required under applicable Law, treat the Closing Date as the last day of the taxable period of the Company and its Subsidiaries for all Tax purposes, and Purchaser shall cause the members of the Company Group that are treated as domestic corporations to join Purchaser’s "consolidated group" (as defined in Treasury Regulation Section 1.1502-1(h)) effective on the day after the Closing Date.
