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.
Sample 1Sample 2
AutoNDA by SimpleDocs
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...
Sample 1
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.
Sample 1
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
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.
Sample 1
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.
Sample 1
Overlap Period. 9 Parent................................. 1
Sample 1
AutoNDA by SimpleDocs

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.

  • Break Period All employees working in full time (7 or 7.5 hour) positions shall be permitted a fifteen (15) minute rest period both in the first half and the second half of a shift.

  • week period If an employee fails to return at the end of the family care or medical leave, the CSU may require repayment of insurance premiums paid during the unpaid portion of the leave. The CSU shall not require repayment of premiums if the employee's failure to return is due to his/her serious health condition or due to circumstances beyond the employee's control.

  • 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.

  • PRORATION PERIOD The Tenant: (check one)

  • Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the payment of any Dues due. During this grace period, the Agreement will remain in force. However, the Subscriber will be liable for payment of Dues accruing during the period the Agreement continues in force.

  • 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.

  • Meal Period Employees shall receive a meal period which shall commence no less than two (2) hours nor more than five (5) hours from the beginning of the employee's regular shift or when the employee is called in to work on their regular day off. The meal period shall be no less than one-half (½) hour nor more than one (1) hour in duration and shall be without compensation. Should an employee be required to work in excess of five (5) continuous hours from the commencement of their regular shift without being provided a meal period, the employee shall be compensated two (2) times the employee's straight-time hourly rate of pay for the time worked during their normal meal period and be afforded a meal period at the first available opportunity during working hours without compensation.

  • Suspension Periods The Company may, after receiving the written consent of both Univar NV, CD&R Investor and Temasek Investor, (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 Shelf Registration or (ii) prior to the pricing of any Underwritten Offering or other offering of Registrable Shares pursuant to a Demand Registration or an S-3 Shelf Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the Company determines (x) that proceeding with such an offering would require the Company to disclose material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel), would not otherwise be required to be disclosed at that time but for the filing, effectiveness or continued use of such Registration Statement and that the disclosure of such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company or the Group or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including, if material, any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.05 is herein called a “Suspension Period”. If pursuant to this Section 5.05 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requested by a Stockholder, such Stockholder shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 5.02 or Section 5.04. The Company shall provide prompt written notice to the Stockholders of the commencement and termination of any Suspension Period (and any withdrawal of a Registration Statement pursuant to this Section 5.03). The Stockholders shall keep the existence of each Suspension Period confidential. In no event (i) may the Company deliver notice of a Suspension Period to the Stockholders more than two times in any calendar year (or more than once in a six month period) and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of 90 days or more in any calendar year or any single period of time in excess of 60 days.

  • 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.

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