Closing of Taxable Years Sample Clauses

Closing of Taxable Years. For U.S. federal income tax purposes, the Parties acknowledge and agree that the Tax Period of each member of the SpinCo Group that joined in the filing of the Parent Federal Consolidated Income Tax Return will close as of the end of the Distribution Date. Parent and SpinCo shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each member of the SpinCo Group for any material U.S. state Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law; provided, for the avoidance of doubt, that (a) SpinCo shall not and shall not permit any member of the SpinCo Group to take any action that would change any Tax Period of a non-U.S. member of the SpinCo Group that begins before the end of the Distribution Date and (b) this Section 3.1(a) shall not be construed to require any member of the Parent Group, or to require Parent to cause any member of the SpinCo Group, to change any of its Tax Periods. Notwithstanding anything in this Section 3.1 to the contrary, if Parent determines to elect, or cause an election to be made, under Treasury Regulation Section 1.245A-5(e)(3)(i) to close the taxable year of any non-U.S. member of the SpinCo Group as of the Distribution Date or any prior date on which an extraordinary reduction transaction occurs as defined under Treasury Regulation Section 1.245A-5(e)(2)(i), SpinCo shall, and shall cause any relevant member of the SpinCo Group to, cooperate with Parent in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (e.g., entering into a binding agreement as per Treasury Regulation Section 1.245A-5(e)(3)(i)(C)(2)). Moreover, if an election is made under Treasury Regulation Section 1.245A-5(e)(3)(i) to close the U.S. taxable year of any non-U.S. member of the SpinCo Group and such non-U.S. member’s taxable year under non-U.S. law does not close as a result of the election, Parent shall be responsible for determining the allocation of taxable income (determined under non-U.S. law), under the principles of Treasury Regulation Section 1.1502-76(b), between the portion of the non-U.S. taxable year that ends with, and the portion of the non-U.S. taxable year that begins after, the date on which such non-U.S. member’s U.S. taxable year closes as a result of the election under Treasury Regulation Section 1.245A-5(e)(3)(i), which allocation shall have the effect of d...
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Closing of Taxable Years. The Parties agree that, as a result of the transactions contemplated by this Agreement, the taxable year of the Target Companies shall terminate for federal and, unless required by applicable Tax Law, any applicable state and local income Tax purposes as of 11:59 p.m. Eastern time on the Closing Date.
Sample 1
Closing of Taxable Years. Unless prohibited by applicable ------------------------ law, for state, local and foreign Income Tax purposes, the Taxable Year of Company and those of its Subsidiaries that (A) are members of the Xerox Affiliated Group or (B) are included in any state, local or foreign consolidated, combined or unitary Income Tax Return with one or more members of the Xerox Affiliated Group shall end on and include the Closing Date, and Company and its Subsidiaries shall begin a new Taxable Year on the day after the Closing Date. All Tax Returns referred to in Section 2(a) hereof shall be prepared and filed consistent with this Section 2(c)(ii).
Sample 1

Related to Closing of Taxable Years

  • Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.

  • Subsequent Taxable Events If, within 10 years from the date on which the relevant Participating TO's Interconnection Facilities are placed in service, (i) the Interconnection Customer Breaches the covenants contained in Article 5.17.2, (ii) a "disqualification event" occurs within the meaning of IRS Notice 88-129, or (iii) this LGIA terminates and the Participating TO retains ownership of the Interconnection Facilities and Network Upgrades, the Interconnection Customer shall pay a tax gross-up for the cost consequences of any current tax liability imposed on the Participating TO, calculated using the methodology described in Article 5.17.4 and in accordance with IRS Notice 90- 60.

  • Filing of Tax Returns The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP), except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

  • Taxable Year The taxable year of the Partnership shall be the calendar year.

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Company, if possible, or otherwise the Stockholders shall file or cause to be filed all income Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Closing Date, and shall permit AmPaM to review all such Tax Returns prior to such filings. Unless the Company is a C corporation, the Stockholders shall pay or cause to be paid all income Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Financial Statements) with respect to the Company's operations for all periods through and including the Closing Date. (b) AmPaM shall file or cause to be filed all separate Returns of, or that include, any Acquired Party for all taxable periods ending after the Closing Date. (c) Unless required by applicable law, regulations or government proceedings, AmPaM shall not take any action, including any amendment of a Tax Return of any Acquired Party, if such action would result in additional Tax liabilities payable by any of the Stockholders for periods ending on or prior to the Closing Date. (d) Each party hereto shall, and shall cause its subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the preceding sentence, each party required to file Returns pursuant to this Agreement shall bear all costs of filing such Returns. (e) Each of the Company, AmPaM and each Stockholder shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and treat the transaction as a tax-free contribution under Section 351(a) of the Code subject to gain, if any, recognized on the receipt of cash or other property under Section 351(b) of the Code.

  • Fiscal and Taxable Year The fiscal and taxable year of the Partnership shall be the calendar year.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. (b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (c) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Straddle Period In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

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