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.
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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).
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Related to Closing of Taxable Years

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

  • 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 Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.

  • Allocation of Taxable Income If any Fund delivers to its Auction Agent a notice in the form of Exhibit I to the Auction Agency Agreement designating all or a portion of any dividend on shares of any series of MuniPreferred of such Fund to consist of net capital gains or other income taxable for Federal income tax purposes, and BD is a Broker-Dealer for such series, such Auction Agent shall deliver such notice to BD on the Business Day following its receipt of such notice from such Fund. On or prior to the Auction Date referred to in such notice, BD will contact each of its customers that is a Beneficial Owner of shares of such series of MuniPreferred or a Potential Beneficial Owner of shares of such series of MuniPreferred interested in submitting an Order in the Auction to be held on such Auction Date, and BD will notify such Beneficial Owners and Potential Beneficial Owners of the contents of such notice. BD will be deemed to have notified such Beneficial Owners and Potential Beneficial Owners if, for each of them, (i) BD makes a reasonable effort to contact such Beneficial Owner or Potential Beneficial Owner by telephone, and (ii) upon failing to contact such Beneficial Owner or Potential Beneficial Owner by telephone BD mails written notification to such Beneficial Owner or Potential Beneficial Owner at the mailing address indicated in the account records of BD. The Auction Agent for any series of MuniPreferred shall be required to notify BD if it is a Broker-Dealer for such series within two Business Days after each Auction of such series that involves an allocation of income taxable for Federal income tax purposes as to the dollar amount per share of such taxable income and income exempt from Federal income taxation included in the related dividend.

  • Computation and Payment of Tax Due At least three Business Days prior to any Payment Date for any Tax Return, the Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of Section 4.04 relating to consistent accounting practices, as applicable) with respect to such Tax Return on such Payment Date. The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date (and provide notice and proof of payment to the other Company).

  • 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.

  • Apportionment of Tax Attributes (i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

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