Tax Periods Through the Closing Date Sample Clauses

Tax Periods Through the Closing Date. Seller shall include the income of the Company and its Subsidiaries (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on Seller’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. The Company and its Subsidiaries shall furnish Tax information to Seller for inclusion in Seller’s federal consolidated Tax Return for the period that includes the Closing Date in accordance with the Company’s past custom and practice. The income of the Company and its Subsidiaries shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by the closing the books of the Company and its Subsidiaries as of the end of the Closing Date. Seller shall pay, in a timely manner, all unpaid Taxes (other than any Taxes for which Buyer is liable pursuant to Section 10.11 of this Agreement) (i) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date, (ii) of each member of an affiliated, consolidated, combined or unitary group of which Seller is the common parent and the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date for which the Company or its Subsidiaries has liability under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), and (iii) of any Person (other than the Company and its Subsidiaries) imposed on the Company or its Subsidiaries as a transferee or successor, by contract or otherwise for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date.
Sample 1Sample 2
AutoNDA by SimpleDocs
Tax Periods Through the Closing Date. Except as provided in Section 11.2, Buyer shall prepare or cause to be prepared all Tax Returns required by applicable Law with respect to the Company or the Surviving Corporation which are filed after the Closing Date. To the extent such Tax Returns relate to a taxable period or portion thereof ending on or before the Closing Date, Buyer shall provide such Tax Return to the Stockholder Representative for its review and comment at least thirty (30) days prior to the filing of such Tax Return, and shall revise such Tax Return to reflect any of the Stockholder Representative’s reasonable comments. All such Tax Returns shall be filed consistent with past practices. The Company (or Surviving Corporation, if applicable) shall timely pay all Taxes due after the Closing.
Sample 1
Tax Periods Through the Closing Date. The Shareholders shall prepare or cause to be prepared all Tax Returns for the Company for all Tax periods ending prior to the Closing Date which are to be filed prior to the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date ("Pre- Closing Tax Periods") which are required to be filed after the Closing Date. The Buyer shall provide the Shareholders with copies of such Tax Returns at least ten days prior to the filing date (including applicable extension periods) and the Shareholders shall have an opportunity to review such Tax Returns. The Buyer shall accept any reasonable comments of Shareholders regarding such Tax Returns. The Shareholders shall be responsible for all Taxes of the Company for all Pre-Closing Tax Periods and shall pay to (or as directed by) the Company any Taxes of the Company for all Pre-Closing Tax Periods to the extent such Taxes (x) have not already been paid by the Company prior to the Closing or (y) are not reflected in the accrual for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Date Balance Sheet or the Actual Closing Net Assets statement, and such payments shall be made in each applicable case within fifteen (15) days after the date when the Company notifies the Shareholders of an amount of such Taxes that is payable to the relevant Government Body.
Sample 1
Tax Periods Through the Closing Date. Except as provided in Section 12.2, the Selling Shareholders shall prepare or cause to be prepared all Tax Returns required by applicable Law with respect to the Company for taxable periods ending on or before the Closing Date which are filed after the Closing Date ("Short-Period Returns") and shall provide the Short-Period Returns to Buyer at least thirty (30) days before the due date therefor, as extended by any proper extension, which Buyer shall timely file or cause to be filed at the Selling Shareholders' request. With respect to Short-Period Returns for Income Taxes, the Selling Shareholders shall include any income, gain, loss, deduction or other Tax items for such period on their own Tax Returns in a manner consistent with the Schedule K-1s for the Short Period Returns. With respect to Short-Period Returns for other Taxes, the Selling Shareholders shall timely pay the Taxes due as shown on the Short Period Returns that are not accrued on the Closing Balance Sheet. The Company (or Second Merger Survivor, if applicable) shall timely pay all Taxes due as shown on the Short Period Returns that are accrued on the Closing Balance Sheet. Buyer shall review the Short-Period Returns but shall not change their content without the Selling Shareholders' consent (which consent shall not be unreasonably withheld).
Sample 1

Related to Tax Periods Through 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.

  • 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.

  • 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:

  • 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.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • 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.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • 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.

  • Closing Date The date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or around May 7, 2019.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

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