Closing Periods Clause Samples

Closing Periods. Buyer shall be responsible for the preparation and filing of all Tax Returns, other than Consolidated Returns, of the Entertainment Companies for any Pre-Closing Period, that are required to be filed after the Closing Date. Seller shall pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns, and shall be entitled to any refunds of Taxes with respect to such Tax Returns.
View SourceView Similar (3)
Closing Periods. With respect to each Tax Return covering a Pre-Closing Period that is required to be filed after the Closing Date (other than the Tax Returns described in Section 10.1(a) or 10.1(d)) for, by or with respect to any of the Acquired Companies, Enron shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit and other tax items ("Tax Items") required to be included therein, shall furnish a copy of such Tax Return to EOG as soon as practicable, shall file timely such Tax Return with the appropriate taxing authority, and shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return.
View SourceView Similar (2)
Closing Periods. The Buyer shall cause the Company to promptly reimburse the Seller for all Taxes of the Company paid by the Seller with respect to all Pre-Closing Periods to the extent such Taxes are accrued or otherwise reflected as a liability on the Closing Date Balance Sheet. The Seller shall be entitled to all refunds of Taxes (including but not limited to interest with respect thereto) that either Buyer, Seller or the Company may receive relating to any Pre-Closing Period, and the Buyer shall pay, or cause the Company to pay, to the Seller any such refund that Buyer or the Company may receive promptly after receipt thereof. The Buyer shall be entitled to all refunds of Taxes (including but not limited to interest with respect thereto) that either Buyer, Seller or the Company may receive relating to any periods other than the Pre-Closing Periods, and the Seller shall pay to the Buyer any such refund that Seller may receive promptly after receipt thereof. At the request of the Seller, the Buyer shall file, or shall cause the Company to file, any claims for such refunds.
View Source
Closing Periods. All information provided to MCL by Referral Partner will be kept confidential. The information provided on a Loan application will be strictly utilized for the purpose of obtaining and or determining the possibility of obtaining a Loan. If Referral Partner submits a Loan application and the application or documents submitted are incomplete, Referral Partner will have five (5) Business Days to make corrections or submit proper or incomplete information. If MCL does not receive that information within such time period, the application will be rejected. If a Loan approval or pre-approval is provided to the Referral Partner, the Referral Partner will have ( ) Business Days to close said transaction or submit the conditions required to close said transaction. If a Loan approval or pre-approval is provided to the Referral Partner and the Referral Partner does not communicate within such time period, the approval or pre-approval will expire. If a Loan agreement, promissory note, or Loan note is provided to the Referral Partner and the Referral Partner or the Potential Borrower and/or Referred Borrower, as the case may be, does not accept the terms of the agreement for any other reason and the Loan agreement is not executed by the Potential Borrower and/or Referred Borrower, as the case may be, the Loan agreement will become expired in ( )Business Days. Referral Partner must submit properly applications and include all information on the application. Any missing information or omissions on applications may cause a delay in providing a credit decision or may cause an application to become expired. If an application is submitted and there is missing documentation or incomplete documentation, this may cause a delay in providing a credit decision and may cause an application to become expired. If an application is denied or expires or a approval, pre-approval, or a Loan agreement becomes expired, Referral Partner will need to resubmit the application, provide missing information or documentation or other actions may need to occur to revalidate the application, approval or Loan agreement. Any Loan agreement that expires may cause Loan terms, rates, and other factors to change from the original pre-approval, approval or Loan agreement. If any of the situations described here occur, any other referral partner or broker of MCL and in good standing with MCL can close the transaction. Also, if MCL syndicates a transaction with one (1) of MCL’s investors or funding partners ...
View Source
Closing Periods. Buyer shall be entitled to any refunds of such Taxes. In the case of any Post-Closing Tax Return where the Taxes payable by an Entertainment Company are dependent upon the Tax attributes of or are consistent with Tax accounting methods utilized by such Entertainment Company for a Pre-Closing Period, without Seller's consent Buyer shall not take a position that (i) is inconsistent with a position taken by Seller for such Pre-Closing Period and (ii) will have the effect of increasing the Seller's Tax liability for a Pre- Closing Period, unless in the opinion of Buyer's independent tax counsel or accountant, Seller's position is not supported by "substantial authority" within the meaning of Section 6662 of the Code.
View Source
Closing Periods. The Seller shall promptly notify the Buyer in writing upon receipt by the Seller or any Affiliate of the Seller of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of the Subsidiary.
View Source
Closing Periods. Such Returns shall be prepared or completed in a manner consistent with prior practice of Seller and the Company with respect to Returns concerning the income, properties or operations of the Company (including elections and accounting methods and conventions), except as otherwise required by law or regulation or
View Source
Closing Periods. Ande▇▇▇▇ ▇▇▇ll have the right to control any audit or determination by any Taxing authority, to initiate any claim for refund or file any amended Tax Return, and to contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment of Taxes for any Pre-Closing Periods.
View Source

Related to Closing Periods

  • Waiting Periods All applicable waiting periods, if any, under the HSR Act shall have expired or been terminated.

  • Straddle Periods Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

  • Meal Periods (a) Meal periods shall be scheduled as close as possible to the middle of the scheduled hours of work. The length of the meal period shall be agreed to at the local level and shall be not less than 30 minutes nor more than 60 minutes. (b) An employee shall be entitled to take their meal period away from the workstation. Where this cannot be done, the meal period shall be considered as time worked.

  • Limitation Periods To the extent that any limitation period applies to any claim for payment of the Obligations or remedy for enforcement of the Obligations, the Obligor agrees that: (a) any limitation period is expressly excluded and waived entirely if permitted by applicable law; (b) if a complete exclusion and waiver of any limitation period is not permitted by applicable law, any limitation period is extended to the maximum length permitted by applicable law; (c) any applicable limitation period shall not begin before an express demand for payment of the Obligations is made in writing by the Credit Union to the Obligor; and (d) any applicable limitation period shall begin afresh upon any payment or other acknowledgment of the Obligations by the Obligor.

  • Retention Periods Documentation which serves as evidence of orderly and proper data processing must be retained by ATOSS in accordance with the applicable statutory retention periods beyond the end of the contract. To relieve itself of this obligation, ATOSS may turn said documentation over to the Customer at the end of the contract.