Post-Closing Tax Elections Sample Clauses

Post-Closing Tax Elections. None of the Buyer nor any of its Subsidiaries or affiliates shall make any election or take any other action with respect to Taxes after the Closing which would affect the pre-Closing Tax liability of GMI, the Company or any of their Subsidiaries or affiliates without the prior written consent of GMI.
Sample 1
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Post-Closing Tax Elections. (i) No election under Code Section 338(h)(10) may be made by Buyer, the DTI Companies, the Joint Ventures and any Affiliates of the foregoing. (ii) No election under Code Section 338(g) may be made by Buyer, the DTI Companies, the Joint Ventures and any Affiliates of the foregoing with respect to any DTI Company or Joint Venture that is owned less than 80% by DuPont, one or more DTI Companies or Affiliates. 211 (iii) With regard to any Joint Venture that is owned less than 80% by DuPont, one or more DTI Companies or Affiliates, an election under Treasury Regulationss.301.7701-3 with an effective date no earlier than the day immediately prior to Closing will be made by DuPont or may be made by Buyer, PROVIDED, that Buyer shall: (A) assume all responsibilities and obligations for (I) timely preparation and filing of all documentation associated with such elections, including preparation of all election forms and submission of such forms to DuPont and the appropriate entity for review with sufficient time to ensure execution by an authorized signor and return to Buyer for timely filing, (II) preparation of xxx xocuments and Tax Returns resulting directly from such election (including resulting short-period partnership Tax Returns) and provision of such documents to DuPont no fewer than 45 days prior to the due date on which such documents are required to be filed (taking into account all available extensions of such due date); (B) collect all data necessary to complete all documents required to be filed; (C) when required by a Joint Venture partner or the Joint Venture, indemnify such Joint Venture partner or Joint Venture, respectively, and hold them harmless from, against and in respect of any Taxes or liabilities resulting from their consent to such elections, PROVIDED that neither DuPont nor its Affiliates shall cause the Joint Venture to require such indemnification; (D) provide, for the period preceding the Closing Date, support to the DTI Business in discussions held with Joint Venture partners for the purpose of securing partner consent to change the legal form of an entity and to explain the Tax consequences (or lack of Tax consequences) to the Joint Venture partner arising from an election under Treasury Regulationss.301.7701-3 or change in legal form (out-of pocket costs for such support being considered a cost against which DuPont is indemnified pursuant to Section 6.1(b)(ix) of this Agreement); and (G) when requested by a Joint Venture partner, r...
Sample 1
Post-Closing Tax Elections. Parent hereby agrees that none of Parent, the Company or any Subsidiary (or any affiliate or successor thereof) shall make an election for federal or state income tax purposes with any Governmental Entity following the Closing that could result in additional United States federal or state Income Tax liability to one or more of the Company Members (a “Prohibited Election”), including, without limitation, an election under Section 338 of the Code. Notwithstanding anything else in this agreement to the contrary, Parent agrees to indemnify and hold harmless the Company Members from any additional United States federal or state Income Tax liability incurred by such Company Members as a result of a Prohibited Election.
Sample 1
Post-Closing Tax Elections. Except as otherwise required by Law (as determined in Buyer’s good faith), with respect to any Pre Closing Tax Period, Buyer shall not make or change any Tax elections or file (or cause or permit any Group Company to file) any amended Tax Return that could affect the Seller’s indemnification obligations under this Article 10 without the Seller’s consent, such consent not to be unreasonably withheld, delayed or conditioned.
Sample 1

Related to Post-Closing Tax Elections

  • Pre-Closing Tax Returns From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • Post-Closing Actions Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • SPECIAL TAX ELECTION The acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under Code Section 83(b). Such election must be filed within thirty (30) days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased Shares and the form for making the Code Section 83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

  • Tax Elections Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including the election under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is the best interests of the Partners.

  • Pre-Closing Actions As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents and the issuance of the Subscription Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any Contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents.

  • Tax Election This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

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