Closing Tax Period. “Pre-Closing Tax Period” shall mean any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.
Closing Tax Period. 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 Group Companies for all Tax purposes, and Buyer shall cause the Group Companies to join Buyer’s “consolidated group” (as defined in Treasury Regulations Section 1.1502-76(h) or similar provisions of U.S. state, local or non-U.S. Law) effective on the day after the Closing Date.
Closing Tax Period. “Post-Closing Tax Period” shall mean any Tax period beginning after the Closing Date and that portion of any Straddle Period beginning after the Closing Date.
Closing Tax Period. “Pre-Closing Tax Period” shall have the meaning set forth in Section 9.12(a) of the Agreement.
Closing Tax Period. “Pre-Closing Tax Period” shall mean (i) any Tax period ending on or before the Closing Date, and (ii) in the case of any Tax period that includes, but does not end on the Closing Date, the portion of such Tax period through the Closing Date. For purposes of a Tax period described in clause “(ii),” the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (A) in the case of any property or similar Taxes, be deemed to be the amount of such Tax 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, and (B) in the case of any other Tax, be deemed equal to the amount which would by payable if the period ended on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) other than with respect to property placed into service after the Closing Date shall be allocated on a per diem basis.
Closing Tax Period. The Buyer and the Company shall cooperate with the Seller to the extent reasonably necessary to prepare such Tax returns. The Buyer shall, or shall cause the Company to, file Tax returns (including, without limitation, all federal, state and local returns for income, sales, use, property, intangible, premium, and franchise Taxes) which include, and report the operations from, the Company for the taxable period beginning on the day following the Closing Date and for any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”). With respect to Straddle Periods, (i) Buyer shall prepare the Tax returns in a manner which is materially consistent with the Company’s past practice, (ii) the Buyer shall provide the Seller with copies of such Tax returns to be filed by the Buyer at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto), (iii) no Tax return shall be filed without Seller’s prior written consent, and (iv) the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (but expressly excluding any business conducted or assets acquired by the Company after the Closing Date) and the amount of other Taxes of the Company for Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period (but expressly excluding any Taxes incurred as a result of business conducted or assets acquired by the Company after the Closing Date) multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the total number of days in the Straddle Period. If there is any disagreement between the Buyer and the Seller with respect to such Straddle Period Tax returns, the Seller’s determination shall control as long as it is reasonably consistent with the Company’s past practice.
Closing Tax Period. “Pre-Closing Tax Period” shall mean any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year or period ending on and including the Closing Date. For purposes of this Agreement, in the case of any taxable year or period of a Company or a Company Subsidiary which includes the Closing Date (but does not end on that day), (a) property Taxes allocable to the Pre-Closing Tax Period shall be equal to the amount of such property Taxes for the entire taxable year or period multiplied by a fraction, the numerator of which is the number of days during the taxable year or period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable year or period, and (b) Taxes (other than property Taxes) of the Company or a Company Subsidiary for the Pre-Closing Tax Period shall be computed as if such taxable year or period (and the taxable year or period of any entity taxable as a partnership in which the Company or the Company Subsidiary owns a direct or indirect interest) ended as of the close of business on the Closing Date.
Closing Tax Period. “Post-Closing Tax Period” shall mean the period beginning at 12:01 am EST on the day immediately following the Closing Date and continuing thereafter.
Closing Tax Period. “Post-Closing Tax Period” shall have the meaning set forth in Section 3.12(j) of the Agreement.
Closing Tax Period any Taxable Period (a) beginning on or after the Look-Back Date and ending at or before the close of the Closing Date and (b) the portion of any Straddle Period beginning on the first day of such Straddle Period and ending at the close of the Closing Date. "Credit Agreement"--that certain Credit Agreement, dated May 12, 2014, as amended, by and between Seller, JPMorgan Chase Bank, NA as Administrative Agent, First Niagara Bank, N.A. and PNC Bank, National Association as Co-Syndication Agents, and X.X. Xxxxxx Securities LLC, as Lead Arranger and Bookrunner, as amended. "Credit Agreement(s) Release Documentation" --documentation, in form and substance reasonably satisfactory to Buyer, executed and delivered by the Company, Seller and applicable counterparties necessary to fully and irrevocably release the Shares, the Company and its assets and the Acquired Companies and their respective assets from any and all Encumbrances or other obligations owing to JPMorgan Chase Bank, NA, First Niagara Bank, N.A., PNC Bank, National Association, and Bank Leumi le-Israel B.M., under the Credit Agreement and all ancillary documentation executed pursuant thereto to which the Company is a party, including, termination of all Encumbrances on the 0000 Xxxxxxxxxx Xxxx, Cincinnati, Ohio Facility. "Damages"--as defined in Section 7.1. "Disclosure Schedule"--the Disclosure Schedule delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement.
