Returns for Tax Periods Ending on or Before the Closing Date Sample Clauses

Returns for Tax Periods Ending on or Before the Closing Date. Stockholder shall file (or cause to be filed) any Tax Returns of MDI and its Subsidiaries for Tax periods ending on or before the Closing Date which are to be filed after the Closing Date. (including Tax Returns relating to the Section 338(h)(10) Elections). Such Tax Returns shall be prepared on a basis consistent with past practice to the extent such past practice is consistent with all state, local and foreign Tax laws, rules and regulations. Stockholder shall be responsible for all Taxes of MDI, its Subsidiaries and any person with which MDI, or its Subsidiaries files or has filed a consolidated or combined Tax Return for all Tax periods ending on or prior to the Closing Date but after the Acquisition Date, including all Taxes relating to the Section 338(h)(10) Elections, and Stockholder shall indemnify Buyer and its Affiliates and assigns against, and hold them harmless from, any and all such Taxes and any liabilities with respect thereto.
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Returns for Tax Periods Ending on or Before the Closing Date. Buyer shall file (or cause to be filed) any Tax Returns of the Company for Tax periods beginning before the Closing Date for which Tax Returns shall not have been filed before the Closing Date. Such Tax Returns shall be prepared by Buyer on a basis consistent with past practice to the extent such past practice is consistent with all federal, state, local and foreign Tax laws, rules and regulations.
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Returns for Tax Periods Ending on or Before the Closing Date. SBI shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of AGI for all periods ending on or prior to the Closing Date that are filed after the Closing Date and shall pay or cause to paid all Taxes due in connection with such Tax Returns. SBI shall permit the Shareholders to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Shareholders. The Shareholders, jointly and severally, shall reimburse SBI for the Taxes of AGI with respect to such periods, within fifteen (15) days after payment by SBI of such Taxes, to the extent the Shareholders would be obligated to indemnify SBI for such Taxes under Article VIII.
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Returns for Tax Periods Ending on or Before the Closing Date. The Seller shall timely prepare and file or cause to be prepared and filed all Returns required to be filed by or with respect to the Company for all periods ending on or prior to the Closing Date. Except as provided in the next sentence, the Seller shall pay or cause to be paid, all Taxes owed or payable by the Company with respect to all Pre-Closing Tax Periods, whether or not shown on such Returns, including any amounts later determined to be due on audit by any Taxing Authority. For the avoidance of doubt, the Seller shall not incur any payment obligation for Taxes which have been sufficiently and specifically identified as a current liability in Final Closing Working Capital. All such Returns shall be prepared in a manner consistent with past practice except as otherwise required by applicable Law. The Seller shall provide such Returns to the Buyer in a form ready for filing no less than fourteen (14) Business Days prior to the due date thereof. The Seller shall make such changes to such Returns as the Buyer may reasonably request. The Seller shall provide any such revised Returns to the Buyer in a form ready for execution no less than three (3) Business Days prior to the due date thereof and the Buyer shall file or cause such Returns (as so changed, if applicable) to be filed.
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Returns for Tax Periods Ending on or Before the Closing Date. The Sellers’ Representative shall timely prepare or cause to be prepared all Returns required to be filed by or with respect to the Company and the Subsidiary for all periods ending on or prior to the Closing Date, other than any United States income tax Returns. The Sellers’ Representative shall pay or cause to be paid, from sources other than the Escrow Fund, all Taxes shown as due with respect to all such Returns. For the avoidance of doubt, the Sellers shall not incur any payment obligation for Taxes which have been sufficiently and specifically identified as a current liability in Final Closing Working Capital. All such Returns shall be prepared in a manner consistent with past practice except as otherwise required by applicable Law. The Sellers’ Representative shall provide such Returns to the Buyer in a form ready for filing no less than fourteen (14) Business Days prior to the due date thereof. The Sellers’ Representative shall make such changes to such Returns as the Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. Buyer may reasonably request. The Sellers’ Representative shall provide any such revised Returns to the Buyer in a form ready for execution no less than three (3) Business Days prior to the due date thereof and the Buyer shall file or cause such Returns (as so changed, if applicable) to be filed.
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Returns for Tax Periods Ending on or Before the Closing Date. The Company (or, after the Closing Date, the Shareholders Representative on behalf of the Company) (a) shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed on or prior to the Closing Date and (b) shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) any Pre-Closing Income Tax Returns and in the case of Pre-Closing Income Tax Returns filed or caused to be filed after the Closing Date, shall timely pay all Taxes out of the Reserve Amount (to the extent thereof and then such Taxes shall be paid by, and shall be the several responsibility of, the Shareholders (based on each Shareholder’s Pro Rata share)), required to be shown on all such Tax Returns, except to the extent such Taxes are taken into account in computing the Closing Date Net Working Capital (and, to the extent taken into account in computing the Closing Date Net Working Capital, such Taxes shall be paid by Buyer or, to the extent paid by the Shareholders Representative or the Shareholders, reimbursed by Buyer). With respect to any Pre-Closing Income Tax Returns filed after the Closing Date each such Pre-Closing Income Tax Return shall be (i) prepared and filed at the cost of the Shareholders Representative, which costs shall be paid out of the Reserve Amount, (ii) prepared in a manner consistent with the provisions of this Agreement and Applicable Law, (iii) provided to Buyer for review and approval (which approval shall not be unreasonably conditioned, delayed or withheld) no less than thirty (30) days prior to due date for timely filing such Pre-Closing Income Tax Return, and (iv) Taxes required to be paid by the Company, if any, with respect to such Pre-Closing Income Tax Return shall be paid by (and the responsibility of) the Shareholders Representative and the Shareholders (except to the extent taken into account in computing the Closing Date Net Working Capital, in which case such Taxes shall be paid by Buyer or, to the extent paid by the Shareholders Representative or the Shareholders, reimbursed by Buyer). Buyer shall file or cause to be filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Company or any Subsidiary. Straddle Period Tax Returns required to be filed or caused to be filed by Buyer are subject to review and approval to the exte...
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Related to Returns for Tax Periods Ending on or Before the Closing Date

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

  • 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.

  • Mail Received After Closing Following the Closing, Apple may receive and open all mail addressed to the Seller that Apple believes relates to the Business and, to the extent that such mail and the contents thereof relate to the Business or the Acquired Assets, deal with the contents thereof in its discretion, and to the extent that it does not relate thereto, shall promptly deliver same to Seller.

  • Consolidation, Merger, Purchase or Sale of Assets, etc The Borrower will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets, or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time), except that:

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

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

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Payment on Non-Business Days Whenever any payment to be made shall be due on a day which is not a Business Day, such payment may be due on the next succeeding Business Day.

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