Pre‑Closing Tax Period Proceedings Sample Clauses

Pre‑Closing Tax Period Proceedings. Except to the extent inconsistent with the R&W Insurance Policy, the Sellers shall have the right (but not the duty), at the Sellers’ sole cost and expense, to control, in the name, and on behalf of, the applicable Company, any Tax Matter that relates solely to any Pre‑Closing Tax Period; provided, however, that the Buyer and the R&W Insurer shall have the right (but not the duty) to participate, at their expense, in any such Tax Matter and to employ counsel of their choice for purposes of such participation, the Sellers shall keep the Buyer and the R&W Insurer reasonably informed with respect to the commencement, status and nature of any such Tax Matter, and shall reasonably cooperate with the Buyer and the R&W Insurer and consult with them regarding the conduct of or positions taken in any such Tax Matter, and the Sellers shall not settle, and the Sellers shall not cause or permit any Company to settle, any such Tax Matter without the Buyer’s and the R&W Insurer’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned; and provided, further, that if the Sellers fail to assume control of the conduct of such Tax Matter, the Buyer may assume control over such Tax Matter, at the Buyer’s sole cost and expense. For the avoidance of doubt, the Sellers shall not represent the interests of any Company under this Section 8.4(b) until the Sellers provide written acknowledgement to Buyer of the Sellers’ Liability for such Tax if such Tax is payable and the Sellers agree to pay the Buyer for any Taxes or other Losses arising from the resolution of such Tax Matter to the extent required by the Sellers’ indemnification obligations under Section 9.3(c) and Article IX. Notwithstanding the foregoing, the Sellers shall make an election pursuant to Section 6226 of the Code (if such election is available) with respect to any imputed underpayment arising from any Tax Matter controlled by Sellers.
Sample 1
AutoNDA by SimpleDocs

Related to Pre‑Closing Tax Period Proceedings

  • 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.

  • 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 Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

  • 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.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Proceedings at Closing All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

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

  • Straddle Periods For purposes of this Agreement, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.02 shall be computed by reference to the level of such items on the Closing Date.

  • Closing Actions At the Closing:

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