Periods Through the Closing Date Sample Clauses

Periods Through the Closing Date. Seller shall include the income of the Acquired Companies in its consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. For all tax periods ending on or before the Closing Date, Seller shall cause the Acquired Companies to join in the Seller's consolidated federal income Tax Return. Seller shall prepare or cause to be prepared all other Tax Returns with respect to the Acquired Companies (other than the Seller's consolidated federal income Tax Returns) for all periods ending on or before the Closing Date ("Short-Period Returns") and shall provide the Short-Period Tax Returns to Buyer at least thirty (30) days before the due date therefor, as extended by any proper extension which Buyer shall file at Seller's request. Seller shall include on the Short-Period Returns the income and other tax attributes of the Acquired Companies for all applicable periods ending on or before the Closing Date, shall pay all Taxes due shown on the Short-Period Returns, and shall pay all fees and expenses associated with preparing the Short-Period Returns. Buyer shall review the Short-Period Returns but shall not change their content without Seller's or Parent's consent which shall not be unreasonably withheld and shall cause the Acquired Companies to timely file the Short-
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Periods Through the Closing Date. Seller shall include the income of the Toll Entities in its consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller shall prepare and timely file or cause to be prepared and timely filed all Tax Returns with respect to the Toll Entities (other than Seller’s consolidated federal income Tax Returns) for all periods ending on or before the Closing Date (“Pre-Closing Returns”) and shall provide the Pre-Closing Returns to Buyer at least thirty (30) days before the due date therefore for Buyer’s review. Seller shall include on the Pre-Closing Returns the income and other tax attributes of the Toll Entities for all applicable periods ending on or before the Closing Date, shall pay or cause to be paid all Taxes due shown on the Pre-Closing Returns, and shall pay all fees and expenses associated with preparing the Pre-Closing Returns. Buyer shall review the Pre-Closing Returns but shall not change their content without Seller’s consent except as otherwise required by Law. All Tax Returns required to be prepared by Seller pursuant to this Section 9 shall be prepared on a basis consistent with prior practice, except as required by applicable Law. Seller shall cause Brut to make an election under Section 754 of the Code on the final Pre-Closing Return for the taxable year ending on the Closing Date.
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Related to Periods Through the Closing Date

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Closing Date The date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or around May 7, 2019.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • IPO Closing The closing of the IPO shall occur substantially concurrently with the Closing.

  • The Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Shearman & Sterling LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York time, on , or such other time and date not later than 1:30 p.m. New York time, on , as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

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