Taxable Periods Sample Clauses

Taxable Periods. Seller and Buyer shall, to the extent permitted by applicable law, elect with the relevant Taxing Authority to close the taxable period of the Subsidiaries as of the end of the Closing Date. In any case where applicable law does not permit any Subsidiary to close its taxable period as of the end of the Closing Date, then, except as provided in subparagraph (b) above, Taxes attributable to the taxable period of such Subsidiary beginning before and ending after the Closing Date shall be allocated between (i) the period up to the end of the Closing Date ("Pre-Closing Straddle Period") and (ii) the period subsequent to the effective time of the Closing ("Post-Closing Straddle Period"). Such allocation shall be made by means of a closing of the books and records of each Subsidiary as of the effective time of the Closing; provided, that any items that are not reasonably susceptible to such allocation (i.e., certain exemptions, allowances and deductions) shall be apportioned on the basis of elapsed days. "Taxing Authority" shall mean any taxing or other authority in any relevant jurisdiction competent to impose any liability for Taxes.
Sample 1Sample 2
AutoNDA by SimpleDocs
Taxable Periods. For purposes of this Agreement, in the case of a Straddle Tax Period, (i) real property, personal property Taxes and any other ad valorem or periodic Taxes imposed on or with respect to the Emerald Entities or the Purchased Assets (that are not based on income, receipts, services or transactions, including sales, use, withholding, payroll or other employment Taxes) allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Tax Period, and (ii) the amount of all other Taxes (other than Transfer Taxes) of the Emerald Entities for a Straddle Tax Period allocable to the Pre-Closing Tax Period shall be computed as if such Tax period ended as of the close of business on the Closing Date. For purposes of this Agreement, when determining any Tax of any Person under Section 951 of the Code, Section 951A of the Code or Section 965 of the Code with respect to any Emerald Entity, the amount of such Tax, if any, shall be calculated as if the taxable year of such Emerald Entity ended on the Closing Date.
Sample 1
Taxable Periods. The parties agree that, except as required by Applicable Law, (i) no election shall be made under Treasury Regulations Section 1.1502-76(b)(2)(ii)(D) to ratably allocate items (or make any similar election or ratably allocate items under any corresponding provision of Applicable Law) and (ii) the parties shall not apply the “next day” rule of Treasury Regulations Section 1.1502- 76(b)(1)(ii)(B) (or make any similar election or ratably allocate items under any corresponding provision of Applicable Law) with respect to any of the Transaction Tax Deductions, which shall be reported in accordance with Section 8.01.
Sample 1
Taxable Periods. Ending On or Before the Effective Date. ------------------------------------------------------ Sellers shall prepare and file all Tax Returns required to be filed with respect to Bridgestone for all taxable periods ending on or before the Effective Date.
Sample 1
Taxable Periods. (a) In the case of any taxable period that includes but does not end on the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for such entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that were in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) all Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed based on an actual closing of the books as if such taxable period ended as of the close of business on the Closing Date and, in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other "flow through" entity, based on an actual closing of the books as if the taxable period of such partnership or other "flow through" entity ended as of the close of business on the Closing Date. (b) In the case of any taxable period other than a Straddle Period, all income, deductions, and other items shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on an actual closing of the books of the Company on the day before the Closing Date, and shall be deemed to be a Pre-Closing Tax or a Post-Closing Tax, as applicable, for all purposes of this Agreement.
Sample 1
Taxable Periods. For purposes of determining the Net Income, Net Losses, or any other items allocable to any period, Net Income, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Partnership Representative or the Designated Individual using any permissible method under Code Section 706 and the Regulations thereunder.
Sample 1
Taxable Periods. Unless prohibited by applicable law, any taxable year or other period of AS Spinco or any AS Spinco Subsidiary (including any Disregarded Foreign Subsidiary) that is included in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return that includes the Distribution Date shall end on the close of the Distribution Date. Taxes or Tax attributes of AS Spinco and any AS Spinco Subsidiary for the taxable period including the Distribution Date shall be allocated using a closing-of-the-books method. If applicable law prohibits a Disregarded Foreign Subsidiary from closing its taxable year as of the Distribution Date, Capital and such Disregarded Foreign Subsidiary shall determine any Tax items includible in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return as if its taxable year had closed as of the end of the Distribution Date in accordance with principles of Section 2.02(c).
Sample 1
AutoNDA by SimpleDocs

Related to Taxable Periods

  • Straddle Periods For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

  • Fiscal Periods Change its fiscal year-end to a date other than December 31, or its fiscal quarters to a date other than March 31, June 30, September 30 and December 31.

  • Taxable Year The taxable year of the Partnership shall be the calendar year.

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

  • 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.

  • 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. Where 4/10s are being worked there shall be a morning and an afternoon coffee break.

  • Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

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

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

  • Limitation Periods To the extent that any limitation period applies to any claim for payment of the Obligations or remedy for enforcement of the Obligations, the Obligor agrees that: (a) any limitation period is expressly excluded and waived entirely if permitted by applicable law; (b) if a complete exclusion and waiver of any limitation period is not permitted by applicable law, any limitation period is extended to the maximum length permitted by applicable law; (c) any applicable limitation period shall not begin before an express demand for payment of the Obligations is made in writing by the Credit Union to the Obligor; and (d) any applicable limitation period shall begin afresh upon any payment or other acknowledgment of the Obligations by the Obligor.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!