Overlap Period Sample Clauses
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Overlap Period. In the case of any taxable period beginning on or before the Closing Date and ending after the Closing Date (an "Overlap Period"), the Buyer shall, at its own expense, prepare and file, or cause to be prepared and filed, all Returns (including amended Returns) of the Company and the Subsidiaries. Such Returns (including any amended Returns) shall be prepared in a manner consistent with past practices of the Company and the Subsidiaries (except as required by applicable Law) during the taxable periods (or portions thereof) ending on or prior to the Closing Date (the "Pre-Closing Periods"). Thirty (30) days prior to the due date for any such Return (or thirty (30) days prior to the filing of any amended Return), the Buyer will provide to the Sellers' Representative for the Sellers' review a copy of pro-forma Returns reflecting only the Company and the Subsidiaries (which shall be prepared by Ernst & Young LLP or a comparable accounting firm) and Buyer shall incorporate therein reasonable comments timely provided in writing by Sellers' Representative. For purposes of the foregoing, comments provided on or before the earlier to occur of (i) thirty (30) days after delivery of such Return by Buyer to Sellers' Representative and (ii) seven (7) days prior to the due date for any such Return, shall be considered timely. Buyer shall timely pay, or cause to be paid, when due all Taxes shown as due on such Returns. Sellers shall pay the Buyer, as an adjustment to the Purchase Price, any such Taxes due and payable within ten (10) business days of receipt of notice of such filing by Buyer to the extent such Taxes are not reflected as a liability on the Final Closing Statements, which notice shall set forth in reasonable detail the calculations regarding Sellers' share of such Taxes. In lieu of payment by Sellers pursuant to the preceding sentence, Buyer may elect to receive payment from the Indemnification Escrow Fund to the extent of the payment otherwise required to be made by Sellers. For income tax purposes, beginning on the day after the Closing Date, the Buyer shall report the Buyer, the Company and the Subsidiaries as members of an affiliated group filing consolidated Returns.
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.
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).
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. 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.
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.
(b) The Operator acknowledges and agrees that it is not entitled to and will not seek payment under this Agreement for any work or services performed by it, which are within the scope of work or services to be completed under the Services Agreement or the Amendment.
(c) In the event that the Operator does not successfully complete Secondary Testing as required in the Services Agreement and Amendment, the City shall in its sole discretion be entitled to terminate this Agreement. In the event that the City terminates this Agreement pursuant to this provision, the Operator is not entitled to receive any further payments under this Agreement except for any payments set forth in the Termination Payment Schedule 17 provided the Operator takes all steps as directed by the City to allow for an effective transition of the Pelletizer Facility and the obligations of the Operator under this Agreement to a new operator.