Overlap Period Sample Clauses

Overlap Period. To the extent permitted by applicable Law, Buyer shall elect to treat the taxable period that includes but does not end on the Closing Date (with respect to any Tax of the Company) as ending at the end of the Closing Date, and shall take such steps as may be necessary therefor. If such an election cannot be made, then for purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property and operations of the Company Entities that relate to the Overlap Period shall be apportioned between the Pre-Closing Period and the Post-Closing Period as follows: (A) in the case of property Taxes and other ad valorem Taxes, on a per-diem basis, and (B) in the case of all other Taxes, as determined from the books and records of the Company Entities as though the taxable period of the Company Entities terminated at the close of business on the Closing Date, unless such determination is impractical in which case it shall be determined on a per-diem basis.
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Overlap Period. The Buyer shall prepare and timely file all Returns ("Overlap Period Returns") with respect to the Company for any Tax period that begins before and ends after the Closing Date ("Overlap Period") and shall pay all Taxes due for the periods covered by such Returns. The Shareholders shall be economically responsible for all Taxes which relate to the portion of the Overlap Period ending on and including the Closing Date, and the Buyer shall be economically responsible for all Taxes which relate to the portion of the Overlap Period commencing on the day after the Closing Date. For purposes of this Section 8.1.2, the Taxes allocated to the respective portions of the Overlap Period shall be (i) in the case of Taxes other than Taxes based on or related to income or receipts and, other than Taxes in the nature of sales, use, or other transfer taxes, a ratable portion of the Taxes for the entire taxable period determined on a per diem basis, and (ii) in the case of Taxes based on or related to income or receipts, the Taxes that would be payable if a Tax period ended on and included the Closing Date and another Tax Period began on the day after the Closing Date, based in each case on accounting methods, elections and conventions that do not have the effect of distorting income and expenses. Pursuant to Section 8.6, the Shareholders shall indemnify the Buyer for the payment of all Taxes of the Company for which the Shareholders are responsible hereunder to the extent not included as a Working Capital Liability in the Net Working Capital Statement that is identified as relating exclusively to unpaid Taxes (the "Tax Reserve"). The Company shall be liable (and the Shareholders shall not be liable) for the payment of all Taxes for which the Company is responsible and for which the Shareholders are responsible under this Section 8.1.2 to the extent included in the Tax Reserve. Notwithstanding anything to the contrary in the foregoing provisions of this Section 8.1.2, any Taxes of the Company which are attributable to an election under Section 338 of the Code or a sale or other disposition of Company assets after the Closing, or which result specifically from the Purchase and are in the nature of sales, use or other transfer taxes, shall be allocated to the portion of the Overlap Period beginning on the day after the Closing Date and shall be the responsibility of the Company (and not the Shareholders). The Buyer shall provide to the Shareholders drafts of all Returns of t...
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Overlap Period. (a) The Parties acknowledge and agree that this Agreement is separate and independent from the Services Agreement and the Amendment. For greater certainty, any and all rights, obligations and liabilities of the Parties under the Services Agreement and the Amendment are not superceded by this Agreement.
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Overlap Period. In furtherance of Section 16.02(e), if Tenant agrees to relocate to the Relocation Site, the same shall be ready for Tenant’s occupancy with the improvements and features identified in the Relocation Notice accepted by Tenant, subject to any written modification thereof by mutual agreement of Landlord and Tenant, as evidenced by the receipt of a certificate of occupancy, no less than six (6) months before the Relocation Date (the “Overlap Period”). The portion of the Relocation Site to be occupied by Tenant shall be ADA-compliant. During the Overlap Period, Tenant shall commence relocating its operations to the Relocation Site, commence its operations at the Relocation Site and fully vacate the Premises. Landlord acknowledges that Tenant will be operating in both locations during the Overlap Period, which will reduce or eliminate the time that Tenant is prohibited from operating due to the Relocation and will therefore benefit Landlord by reducing costs relating to business interruption. During the Overlap Period (i) Tenant shall pay rent and other lease-related expenses at the Relocation Site pursuant to the terms confirmed in the Relocation Notice; and (ii) Tenant’s obligation to pay Base Rent and Additional Rent with respect to the Premises shall be abated.
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Overlap Period. 9 Parent................................. 1
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Overlap Period. All Taxes of the Target Companies for any Overlap Period shall be apportioned between the portion of the Overlap Period ending on the Closing Date and the portion following the Closing Date as follows: (i) in the case of Taxes other than income, profits, gains, value added, stamp, sales and use and withholding Taxes, on a per-diem-basis and (ii) in the case of income, profits, gains, value added, stamp, sales and use and withholding Taxes, as determined from the books and records of each Target Company as though the taxable year of such Target Company terminated at the close of business on the Closing Date. For the avoidance of doubt, all Taxes and Tax liabilities attributable to the sale (or deemed sale under Section 338(h)(10) of the Code) of the Purchased IP or the Purchased Equity Interests pursuant to this Agreement shall be apportioned solely to the portion of the Overlap Period ending on the Closing Date and be an obligation of the Rockwood Sellers as provided below. The Rockwood Sellers shall be liable for Taxes with respect to the income, assets or operations of the Target Companies or the ownership of the Purchased IP or the Purchased Equity Interests that are attributable to the portion of the Overlap Period ending on and including the Closing Date, and shall pay such amounts to the Purchasers on or before five days prior to the due date of such Taxes, except as provided in Section 9.11 and except to the extent that such amounts were paid prior to the Closing Date, deducted in the calculation of Closing Date Working Capital or are imposed as a result of any action outside the Ordinary Course of Business after the Closing effected by Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date) or any Tax election made by Purchasers or any Related Persons of any Purchaser (including the Target Companies after the Closing Date) (other than the election described in Section 9.8 or any such election directed by or consented to by the Rockwood Sellers).
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Overlap Period. The Executive has been serving as the Company’s Vice President and Chief Financial Officer. Effective as of the date of this Agreement, the Executive shall no longer serve the Company in the capacity of Chief Financial Officer or in any other officer position. The Executive shall nevertheless continue as an active full time employee of the Company following the date of this Agreement through July 5, 2013 (the “Overlap Period”). During the Overlap Period, the Executive shall devote his full-time and attention on behalf of the Company to supporting the new Chief Financial Officer in his duties so as to ensure an orderly transition and performing such other duties as may be reasonably requested by the Chief Executive Officer or the new Chief Financial Officer of the Company. The Executive hereby resigns effective immediately from all other positions with the Company or any affiliate. The Executive agrees that he will not commence other employment during the Overlap Period without the prior written consent of the Company’s Chief Executive Officer.
Sample 1
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Related to Overlap Period

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • 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.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Closing Period “Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.

  • Allocations During the Rapid Amortization Period During the Rapid Amortization Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders and pay or deposit from the Collection Account the following amounts as set forth below:

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

  • Post-Termination Period Because of the difficulty of establishing when any idea, process or invention is first conceived or developed by the Employee, or whether it results from access to Confidential Information or the Company’s equipment, facilities, and data, the Employee agrees that any idea, invention, research, plan for products or services, marketing plan, computer software (including, without limitation, source code), computer program, original work of authorship, character, know-how, trade secret, information, data, developments, discoveries, technology, algorithm, design, patent or copyright, or any improvement, rights, or claims relating to the foregoing, shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the Employee or with the aid of the Employee within one (1) year after termination of employment. The Employee can rebut the above presumption if he proves the idea, process or invention (i) was first conceived or developed after termination of employment, (ii) was conceived or developed entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities, personnel or Confidential Information, and (iii) did not result from or is not derived directly or indirectly, from any work performed by the Employee for the Company or from work performed by another employee of the Company to which the Employee had access.

  • Funding Period The Funding Period, if any, shall not have terminated.

  • Limitation Period Except as stated in this Clause, all claims must be made within the period specified by applicable law. If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must be made within 18 months after the event(s) giving rise to a dispute occurs.

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