Closing Periods Sample Clauses

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.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
Closing Periods. Andexxxx xxxll 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.
Sample 1
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.
Sample 1
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 ...
Sample 1
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.
Sample 1
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
Sample 1
AutoNDA by SimpleDocs
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.
Sample 1

Related to Closing Periods

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

  • Straddle Periods (i) For purposes of Section 8.1(a)(i) and 8.1(b)(i), in the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date (a "Straddle Period"), the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (1) in the case of Taxes that are either (x) based upon or related to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended with (and included) the Closing Date; (2) in the case of Taxes that are based upon gross premiums deemed equal to the amount that would be payable with respect to the premium written as of the Closing Date; and (3) in the case of Taxes imposed on a periodic basis with respect to the assets of the Acquired Subsidiaries , or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, (ii) To the extent permitted under applicable Law, Parent and Purchaser shall take all actions reasonably necessary to terminate the taxable year of the Acquired Subsidiaries on the Closing Date. To the extent any such taxable year of the Acquired Subsidiaries is terminated on the Closing Date, the parties hereto agree to cause the Acquired Subsidiaries to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that 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.

  • Break Periods There will be no rest periods, organized coffee breaks or other non-working time established during working hours. Individual coffee containers will be permitted at the employee’s work location.

  • HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

  • Tolling Period If it becomes necessary or desirable for the Corporation to seek compliance with the provisions of Section 14.2 by legal proceedings, the period during which Grantee shall comply with said provisions will extend for a period of twelve (12) months from the date the Corporation institutes legal proceedings for injunctive or other relief.

  • Survival Periods (a) All representations and warranties of the parties contained in this Agreement or any certificate or instrument delivered in connection herewith shall survive the Closing for a period of eighteen (18) months immediately following the date of the Closing, except that (i) the representations and warranties contained in Section 4.16 (Environmental Matters) shall not survive the Closing, and (ii) the representations and warranties contained in Section 4.12 (Taxes) shall survive the Closing for the period of the applicable statute of limitations. The Closing shall not in and of itself constitute a waiver by any party of any rights it may have with respect to any obligations of the other parties hereunder. In the event that an Indemnified Party (as defined below) provides written notice in accordance with Section 10.1 to the Indemnifying Party (as defined below) within the 18 month period set forth in the first sentence of this Section 9.1(a), and such claim shall not have been finally resolved before the expiration of the applicable period referred to in the first sentence of this Section 9.1(a), any representation, warranty, covenant or agreement that is the basis for such claim shall continue to survive and shall remain a basis for indemnity only as to such specific claim (but as to no other claim) until such claim is finally resolved. Notwithstanding the foregoing, there shall be no period of time within which notice of or a claim for indemnity against TRW must be provided by Buyer with respect to those items set forth in Section 9.2(a)(iii), (iv) or (v), or a claim for indemnity against Buyer must be provided by TRW with respect to those items set forth in Section 9.2(b)(iii) or (iv) hereof. (b) This Section 9.1 shall not limit any covenant or agreement of the parties contained in this Agreement or the Ancillary Agreements which by its terms contemplates performance after the Closing, and shall not extend the applicability of any covenant or agreement of the parties contained in this Agreement or the Ancillary Agreements which by its terms solely relates to the period between the date hereof and the Closing.

  • Vacation Periods Vacation schedules will be set by the employee’s immediate supervisor(s) and sent to the Office of Human Resources for approval. Employees may request a particular period for vacation. Vacation days may not be taken in advance of their accrual. Those employees who are on a 12-month teacher contract are paid during Spring Break and Winter Recess, however, are not expected to be in attendance or perform duties during those breaks.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!