Returns for Periods Prior to Closing Sample Clauses

Returns for Periods Prior to Closing. Required Tax Returns (and all information required for inclusion in any consolidated or combined return) which are due after Closing Date with respect to Taxes for Xxxxxxx and its Subsidiaries for the taxable periods of such companies ending on or before the Closing will be prepared by Buyer and timely filed, including extensions. The returns prepared and filed or to be prepared and filed by or for Xxxxxxx and its Subsidiaries are or will be true and correct, and will be prepared on a basis upon which is consistent with the basis upon which similar Tax Returns for prior periods have been prepared and filed, unless the relevant taxing authority will not accept a Tax Return filed on that basis.
Sample 1
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Returns for Periods Prior to Closing. Required Tax Returns which are due after Closing with respect to Taxes for the Seller will be prepared by Seller and timely filed, including extensions. The Buyer shall be responsible for any Taxes for the period ending on the Closing Date and Seller shall be responsible for Taxes for the period thereafter. For purposes of determining the Taxes for a taxable period or periods that begin before and end after the Closing Date, the determination shall be made by assuming that the Seller has a taxable year which ended at the close of business on the Closing Date. The Tax Returns prepared and filed or to be prepared and filed by or for the Seller are or will be true and correct, and will be prepared on a basis which is consistent with the basis upon which similar returns for prior periods have been prepared and filed. The Seller shall notify the Buyer promptly upon receipt of any notice of any pending or threatened audit, litigation or other contest (a "Contest") that could affect the amount of Taxes payable by the Buyer. The Buyer shall have the sole right to control any Contest that could affect the amount of Taxes payable by the Buyer and to employ counsel of its choice at its expense; provided, however, that the Seller shall have the right to participate in any such Contest at its own expense. The Seller (i) shall execute and deliver to the Buyer or its designated counsel or other representatives such powers of attorney and other documents as may be reasonably necessary to permit the Buyer to so control any such Contest, (ii) shall provide such books and records and other documents, certificates, information, testimony and assistance as may be reasonably requested by the Buyer in connection with any such Contest and (iii) except as authorized by the Buyer, shall not take any action (including the execution of extensions of statutes of limitations) in relation to, or at the request of, any taxing authority
Sample 1

Related to Returns for Periods Prior to Closing

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Prior to the Closing Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

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