PRIOR TAXATION PERIODS Sample Clauses

PRIOR TAXATION PERIODS. The Sellers shall jointly and severally indemnify and hold harmless each Acquired Company and the Buyers in respect of liability of each Acquired Company for Taxes relating to all financing periods of the Acquired Companies commencing prior to the Closing Date and ending on the Closing Date. The Buyer shall be responsible for all Taxes of the Acquired Companies attributable to periods on or after the Closing Date. If any of the Acquired Companies receives an assessment or reassessment in respect of which the indemnity of the Sellers may extend, the Buyers shall cause the Acquired Company so assessed or reassessed, as soon as practicable after receipt thereof to deliver to the Sellers a copy of such assessment or reassessment and the Buyers shall notify the Sellers of its claim, if any, against the Sellers in accordance with the provisions of Article VIII hereof. The provisions of Article VIII and Section 7.6 shall apply with regard to the right of the Sellers to contest any assessment or reassessment relating to the Acquired Companies prior to the Closing Date.
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PRIOR TAXATION PERIODS. The Sellers shall jointly and severally indemnify and hold harmless each Acquired Company and the Buyers in respect of liability of each Acquired Company for Taxes relating to all financing periods of the Acquired Companies commencing prior to the Effective Date. If any of the Acquired Companies receives an assessment or reassessment in respect of which the indemnity of the Sellers may extend, the Buyers shall cause the Acquired Company so assessed or reassessed, as soon as practicable after receipt thereof to deliver to the Sellers a copy of such assessment or reassessment and the Buyers shall notify the Sellers of its claim, if any, against the Sellers in accordance with the provisions of Article VIII hereof. The provisions of Article VIII shall apply with regard to the right of the Sellers to contest any assessment or reassessment relating to the Acquired Companies prior to the Effective Date. In its return for the financial period ending on the acquisition of control of PSA by the Buyers, the Buyers shall elect not to have subsection 256(9) of the Tax Act (and other similar provisions under provincial law) apply. The Buyers agree that if, at any time after Closing, there are any assessments or reassessments of the Acquired Companies for Taxes for financing periods prior to the Effective Date or during any Earn-Out Year that have the effect of increasing the Initial Payment or any Earn-Out Payment, the Buyers will immediately notify Premier Holding of such
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Related to PRIOR TAXATION PERIODS

  • Meal Periods (a) Meal periods shall be scheduled as close as possible to the middle of the scheduled hours of work. The length of the meal period shall be agreed to at the local level and shall be not less than 30 minutes nor more than 60 minutes. (b) An employee shall be entitled to take their meal period away from the workstation. Where this cannot be done, the meal period shall be considered as time worked.

  • Suspension Periods The Company may, after receiving the written consent of both Univar NV, CD&R Investor and Temasek Investor, (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 Shelf Registration or (ii) prior to the pricing of any Underwritten Offering or other offering of Registrable Shares pursuant to a Demand Registration or an S-3 Shelf Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the Company determines (x) that proceeding with such an offering would require the Company to disclose material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel), would not otherwise be required to be disclosed at that time but for the filing, effectiveness or continued use of such Registration Statement and that the disclosure of such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially and adversely affect the Company or the Group or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including, if material, any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other transaction. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5.05 is herein called a “Suspension Period”. If pursuant to this Section 5.05 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requested by a Stockholder, such Stockholder shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 5.02 or Section 5.04. The Company shall provide prompt written notice to the Stockholders of the commencement and termination of any Suspension Period (and any withdrawal of a Registration Statement pursuant to this Section 5.03). The Stockholders shall keep the existence of each Suspension Period confidential. In no event (i) may the Company deliver notice of a Suspension Period to the Stockholders more than two times in any calendar year (or more than once in a six month period) and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of 90 days or more in any calendar year or any single period of time in excess of 60 days.

  • Waiting Periods All applicable waiting periods, if any, under the HSR Act shall have expired or been terminated.

  • Break Periods There will be no rest periods, organized coffee breaks or other non-working time established during working hours. Individual coffee containers will be permitted at the employee’s work location.

  • Subsequent Taxable Events If, within 10 years from the date on which the relevant Participating TO's Interconnection Facilities are placed in service, (i) the Interconnection Customer Breaches the covenants contained in Article 5.17.2, (ii) a "disqualification event" occurs within the meaning of IRS Notice 88-129, or (iii) this LGIA terminates and the Participating TO retains ownership of the Interconnection Facilities and Network Upgrades, the Interconnection Customer shall pay a tax gross-up for the cost consequences of any current tax liability imposed on the Participating TO, calculated using the methodology described in Article 5.17.4 and in accordance with IRS Notice 90- 60.

  • Retention periods Documentation which serves as evidence of orderly and proper data processing must be retained by ATOSS in accordance with the applicable statutory retention periods beyond the end of the contract. To relieve itself of this obligation, ATOSS may turn said documentation over to the Customer at the end of the contract.

  • Straddle Periods (i) For purposes of Section 8.1(a)(i) and 8.1(b)(i), in the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date (a "Straddle Period"), the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (1) 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 or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended with (and included) the Closing Date; (2) in the case of Taxes that are based upon gross premiums deemed equal to the amount that would be payable with respect to the premium written as of the Closing Date; and (3) in the case of Taxes imposed on a periodic basis with respect to the assets of the Acquired Subsidiaries , or otherwise measured by the level of any item, 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, (ii) To the extent permitted under applicable Law, Parent and Purchaser shall take all actions reasonably necessary to terminate the taxable year of the Acquired Subsidiaries on the Closing Date. To the extent any such taxable year of the Acquired Subsidiaries is terminated on the Closing Date, the parties hereto agree to cause the Acquired Subsidiaries to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis.

  • Tax Year The Partnership’s tax year will end on , 20 .

  • Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.

  • HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

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