Pre-Closing Tax Period Sample Clauses

Pre-Closing Tax Period. The term “Pre-Closing Tax Period” shall mean any complete taxable period (or portion thereof) ending on or before the Closing Date.
Sample 1Sample 2See All (8)
AutoNDA by SimpleDocs
Pre-Closing Tax Period. “Pre-Closing Tax Period” means (i) any Tax period ending before the Closing Date and (ii) with respect to a Tax period that begins before but ends on or after the Closing Date, the portion of such period before the Closing Date.
Sample 1
Pre-Closing Tax Period. For purposes of Section 8.1(a)(iii), in the case of any Tax period that includes, but does not end on, the Closing Date, the Taxes of the Company and its Subsidiaries allocable to the Pre-Closing Tax Period will be computed as if such taxable period ended as of the Closing, except that in the case of any Taxes that are imposed on a periodic basis and measured by the level of any item, the portion allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.
Sample 1
Pre-Closing Tax Period. The "Pre-Closing Tax Period" shall include any taxable period that ends on or before the Closing Date. The Company Stockholders shall be responsible for all Taxes of the Company or its Subsidiary for all Pre-Closing Tax Periods and for the portion of any Straddle Period ending on the Closing Date, and shall pay to (or as directed by) the Surviving Corporation any Taxes of the Company or its Subsidiary for all such periods. Such payments shall be made no later than five (5) business days prior to the due date for paying such amount of Taxes to the relevant tax authority.
Sample 1
Pre-Closing Tax Period. For purposes of calculating the Income Tax Liability Accrual in Indebtedness, (i) the Company Entities shall be deemed to have elected under Revenue Procedure 2011-29, 2011-18 IRB to treat 70% of any success-based fees as amounts that did not facilitate the transactions described in this Agreement and therefore to treat 70% of such costs as deductible on the Company Entities’ Tax Returns filed for the Pre-Closing Tax Period and (ii) any Transaction Tax Deductions shall be treated as deducted in the Pre-Closing Tax Period to the extent permitted by applicable law under a “more likely than not” or higher standard of confidence.
Sample 1
Pre-Closing Tax Period. For purposes of this Agreement, in the case of any Taxable period that ends on the Closing Date, the income of the Company shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period by closing the books of the Company as of the end of the Closing Date. In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, sales, withholding, payroll, or receipts of the Company for the Straddle Period which relates to the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Company for a Straddle Period which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period that occur on or before the Closing Date and the denominator of which is the total number of days in such Straddle Period. For all Pre-Closing Tax Periods, the Seller will cause the Company to be included in the consolidated federal income tax return of the Affiliated Group and, in jurisdictions, requiring separate reporting from the Company, to file separate Company state and local income Tax Returns.
Sample 1
Pre-Closing Tax Period. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Entities all Tax Returns and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets attributable to any taxable period which ends on or prior to the Closing Date (the “Pre-Closing Tax Period”). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Acquired Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with Governmental Entities, it is necessary that a party be furnished with additional information, documents or records relating to the Acquired Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense provided, however, that no party shall be entitled to review or examine the Tax Returns of any other party. For purposes of this Section 6.10(c), in the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the day preceding the Closing Date and the amount of Taxes for taxable periods that are not part of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period. Any refunds and credits attributable to the Pre-Closing Tax Period shall be for the account of the Seller and any refunds and credits attributable to the period that is not part of the Pre-Closing Tax Period shall be for the account of the Buyer.
Sample 1
AutoNDA by SimpleDocs
Pre-Closing Tax Period. With respect to the Purchased Assets and/or the Business relating to the Pre-Closing Tax Period, Sellers shall prepare and timely file any Tax Return that is due either (i) on or before the Closing Date or (ii) after the Closing Date (in each case, a “Pre-Closing Tax Return”), and shall pay any Taxes shown as due and owing on such Pre-Closing Tax Return. Unless otherwise required by applicable Law, Pre-Closing Tax Returns solely with respect to the Purchased Assets and/or the Business shall be prepared on a basis consistent with past practices of the Purchased Assets and/or Business, and, on such Pre-Closing Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods.
Sample 1
Pre-Closing Tax Period. ... Section 6.4(d)(ii) Pre-Closing Tax Return ..... Section 6.4(d)(ii) Privacy Contractual Requirements .......................Section 2.27
Sample 1

Related to Pre-Closing Tax Period

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • 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.

  • Closing Period “Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Pre-Closing Actions 6.1. Between the Execution Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Companies and the Seller shall:

  • 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.

  • Straddle Period In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

Time is Money Join Law Insider Premium to draft better contracts faster.