Post-Effective Date Taxes Sample Clauses

Post-Effective Date Taxes. Notwithstanding any other provision of this Agreement including any provision of this Article 11, Buyers shall be responsible for and pay to Seller any Taxes, other than Income Taxes, with respect to the Acquired Companies that are allocable to, attributable to, or accrue for the period beginning on the Effective Date and ending on the Closing Date (the “Post-Effective Date Taxes”) no later than seven calendar days after the filing of the Tax Return with respect to which such Post-Effective Date Taxes relate, including without limitation Pre-Closing Taxes. The Post-Effective Date Taxes shall be determined in a manner similar to and consistent with Purchase and Sale Agreement — Project Gemini [Great Lakes Businesses] the determination of Pre Closing Taxes under Section 11.1(c). Buyers and Seller agree to cooperate in good faith (i) in the determination and payment of Post-Effective Date Taxes and (ii) to offset any redundant Tax payments to one another under this Article 11. For the avoidance of doubt, Seller shall not be responsible or liable for any Taxes under any provision of this Agreement with respect to the Acquired Companies attributable to any period (including any partial period) on or after the Effective Date, including by reason of a breach of any representation, warranty, covenant, or obligation of Seller related to or arising from Taxes to the extent attributable to Post-Effective Date Taxes.
Sample 1
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Post-Effective Date Taxes. Buyer agrees that for state and federal income tax purposes it will report all accrual basis income and expenses of Seller for the period commencing the Effective date.
Sample 1
Post-Effective Date Taxes. In the event that the Closing Date occurs after the Effective Date, the parties agree that, for the avoidance of doubt and in the event of any ambiguity in the interpretation or application of this Agreement, this Article X shall be interpreted and applied so that: (i) Seller shall be liable and responsible for (A) all Taxes of RSUI attributable to all Tax periods ending on or before June 30, 2003, with respect to any Tax period that begins before the Closing Date, (B) all Taxes of RSUI for the portion of such Tax periods, if any, prior to and including June 30, 2003, and (C) the United States federal Income Taxes imposed on Seller and attributable to the taxable income of RSUI for all taxable periods ending on or before the Closing Date; provided, however, that in the event the Section 338 Elections are elected, the foregoing shall not be construed to preclude the Final Seller's Tax Cost from including the United States federal Income Taxes imposed on Seller and attributable to the taxable income of RSUI for the Tax period ending on the Closing Date; and (ii) Purchaser shall be liable and responsible for (X) all Taxes of RSUI attributable to all Tax periods beginning after June 30, 2003, with respect to any Tax period that begins before the Closing Date, (Y) all Taxes (other than United States federal Income Taxes) of RSUI for the portion of such Tax periods beginning after June 30, 2003, and (Z) the United States federal Income Taxes attributable to the taxable income of RSUI for all taxable periods beginning after the Closing Date.
Sample 1
Post-Effective Date Taxes. Notwithstanding any other provision of this Agreement including any provision of this Article 11, Buyers shall be responsible for and pay to Seller any Taxes, other than Income Taxes, with respect to the Acquired Companies that are allocable to, attributable to, or accrue for the period beginning on the Effective Date and ending on the Closing Date (the “Post-Effective Date Taxes”) no later than seven calendar days after the filing of the Tax Return with respect to which such Post-Effective Date Taxes relate, including without limitation Pre-Closing Taxes. The Post-Effective Date Taxes shall be determined in a manner similar to and consistent with the determination of Pre Closing Taxes under Section 11.1(c). Buyers and Seller agree to cooperate in good faith (i) in the determination and payment of Post-Effective Date Taxes and (ii) to offset any redundant Tax payments to one another under this Article 11. For the avoidance of doubt, Seller shall not be responsible or liable for any Taxes under any provision of this Agreement with respect to the Acquired Companies attributable to any period (including any partial period) on or after the Effective Date, including by reason of a breach of any representation, warranty, covenant, or obligation of Seller related to or arising from Taxes to the extent attributable to Post-Effective Date Taxes.
Sample 1

Related to Post-Effective Date Taxes

  • Restatement Effective Date The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

  • Effective Date; Termination This Agreement shall become effective upon execution by all of the Parties and shall continue in force until terminated in accordance with Clause 8.2(a).

  • Amendment Effective Date This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:

  • Effect; Effective Date Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached as Exhibit “I” to Exhibit G hereto (a “Notice of Assignment”), together with any consents required by Section 12.3(i), and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to the Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of such assignment, with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(ii), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Commitment, as adjusted pursuant to such assignment.

  • Notice; Effective Date of Termination (a) Termination of Executive’s employment pursuant to this Agreement shall be effective on the earliest of:

  • Effective Date; Term This Agreement shall become effective on the date of its execution and shall remain in force for a period of two (2) years from such date, and from year to year thereafter but only so long as such continuance is specifically approved at least annually by the vote of a majority of the Trustees who are not interested persons of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and by a vote of the Board of Trustees or of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that this Agreement may be continued "annually" shall be construed in a manner consistent with the Act and the rules and regulations thereunder.

  • Effective Date of Agreement; Termination (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.

  • Post-Effective Amendments If, at the Applicable Time, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Units may commence, the Partnership will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing when such post-effective amendment has become effective.

  • Agreement Effective Date This Agreement shall become effective and binding upon each Party immediately following the occurrence of the following conditions (the “Agreement Effective Date”):

  • Effective Date The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

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