Taxable Period Terminating Prior to Closing Date Sample Clauses

Taxable Period Terminating Prior to Closing Date. Seller shall retain the right to commence, continue and settle any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings.
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Taxable Period Terminating Prior to Closing Date. The Seller shall retain the right (in common with Purchaser) to commence, continue and settle through good-faith, diligent efforts, any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings; provided, however, the Seller shall indemnify, save, insure, defend, pay and hold the Purchaser harmless from and against any Indemnification Loss incurred by the Purchaser as a result of the Seller exercising their rights under this Section 6.5.1. This Section 6.5.1 shall survive the Closing.
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Taxable Period Terminating Prior to Closing Date. Wolf shall have the right to commence, continue and settle any proceeding to contest any taxes relating to the Property for any taxable period terminating prior to Closing, and shall be entitled to any refunds or abatements of taxes awarded in such proceedings; provided, however, Wolf shall provide CNL with written notice of such contest and shall indemnify, pay, save, defend and hold CNL and the Partnership harmless from and against any loss, cost, damages or expenses incurred by CNL or the Partnership as a result of Wolf exercising its rights under this subparagraph (i). In addition, in the event of such contest, Wolf shall undertake such measures as may be necessary to cause the lien securing such taxes to be satisfied of record or to induce the Title Company to issue the Title Policy without exception for such lien. This subparagraph (i) shall survive the Closing.
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Taxable Period Terminating Prior to Closing Date. Each Seller shall retain the right, at its sole cost and expense, to commence, continue and settle any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings; provided, however, Sellers shall indemnify and hold Purchaser harmless from and against any Indemnification Loss incurred by Purchaser as a result of any Seller exercising its rights to so contest any Taxes under this Section 6.5.1. This Section 6.5.1 shall survive the Closing.
Sample 1
Taxable Period Terminating Prior to Closing Date. Seller shall retain the right to commence, continue and settle any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings; provided, however, that Seller shall not settle any Tax protest in a manner that will: (i) increase the assessment of the Real Property over the original assessed valuation established by the Cxxx County Assessor for the taxable period which includes the Closing Date or any subsequent taxable periods (each a “Subsequent Taxable Period”) or (ii) decrease the amount of any reduction or refund that would otherwise be payable for any Subsequent Taxable Periods.
Sample 1
Taxable Period Terminating Prior to Closing Date. Sellers shall retain the right, at their sole cost and expense, to commence, continue, and settle any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings; provided, however, Sellers shall indemnify, save, pay, insure, defend, protect, and hold harmless Purchaser from and against any Indemnification Loss incurred by Purchaser as a result of Sellers exercising their rights to so contest any Taxes under this Section 6.2.1.
Sample 1
Taxable Period Terminating Prior to Closing Date. Seller shall not commence any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date.
Sample 1
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Taxable Period Terminating Prior to Closing Date. Seller and SSL Riverview shall retain the right, at their sole cost and expense, to commence, continue and settle any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings; provided, however, Seller shall indemnify and hold Purchaser harmless from and against any Indemnification Loss incurred by Purchaser as a result of Seller exercising its rights to so contest any Taxes under this Section 6.5.1. This Section 6.5.1 shall survive the Closing.
Sample 1

Related to Taxable Period Terminating Prior to Closing Date

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

  • Purchase and Sale Termination Date The “Purchase and Sale Termination Date” with respect to any Originator shall be the earlier to occur of (a) the date the Purchase Facility is terminated with respect to such Originator pursuant to Section 8.2(a) and (b) the first Payment Date to occur following the day on which such Originator shall have given written notice to the Buyer, the Administrative Agent and each Group Agent at or prior to 10:00 a.m. (New York City time) that such Originator desires to terminate this Agreement.

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

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • 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.

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • 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:

  • Earlier Termination Your employment hereunder shall terminate prior to the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions:

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