Taxable Periods Beginning Before and Ending After the Closing Date Sample Clauses

Taxable Periods Beginning Before and Ending After the Closing Date. Parent shall prepare and cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods beginning before the Closing Date and ending after the Closing Date. Such Tax Returns shall be prepared, subject to the requirements of applicable Law, in accordance with the past practice of the Company and shall be subject to the Sellers’ Representative’s approval (which approval shall not be unreasonably withheld or delayed) and shall be delivered to the Sellers’ Representative at least seventy five (75) days prior to the due date in the case of income Tax Returns, and at least thirty (30) days prior to the due date (or if, as of the Closing Date, less than thirty (30) days remain before filing is due, one third ( 1⁄3) of the days remaining between the Closing Date and the filing due date) in the case of other Tax Returns, for review and approval. Within ten (10) Business Days following the delivery of such Tax Return to the Sellers’ Representative, the Sellers’ Representative shall notify Parent of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Sellers’ Representative fails to notify Parent of any dispute within such ten (10) Business Day period, such Tax Return shall be deemed to be accepted by the Sellers’ Representative. If the Sellers’ Representative notifies Parent in writing of any objection regarding such Tax Return within the time periods set forth in this Section 6.3(b), Parent and the Sellers’ Representative shall cooperate in good faith to resolve such dispute as promptly as possible. If Parent and the Sellers’ Representative are unable to resolve the dispute within ten (10) Business Days after receipt of such objection, the Sellers’ Representative shall submit such disputed items to the Independent Accounting Firm for resolution. The Independent Accounting Firm shall, within forty-five (45) calendar days following its selection, deliver to Parent and the Sellers’ Representative a written report setting forth its determination as to such disputed items (and only such disputed items), and its determinations will be conclusive and binding upon the parties thereto for the purposes hereof. The fees and disbursements of the Independent Accounting Firm shall be apportioned equally (50/50) between the Sellers’ Representative (on behalf of the Sellers), on the one hand, and Parent, on the other hand.
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Taxable Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Holdings, the Company or each of Company’s Subsidiaries for taxable periods that begin before the Closing Date and end after the Closing Date. Buyer shall pay or cause to be paid with such Tax Returns all Taxes due in connection therewith, subject to Section 10.2(e).
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Taxable Periods Beginning Before and Ending After the Closing Date. Purchaser shall prepare, or cause to be prepared and file or cause to be filed, any Tax Returns for the Acquired Subsidiaries for taxable periods which begin before the Closing Date and end after the Closing Date. Seller shall pay Purchaser no later than five (5) days prior to the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date. For purposes of this Section 5.10, 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 which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, 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 from the beginning of the taxable period and ending on the Closing Date and the denominator of which is the number of days in the entire taxable period and (y) in the case of any Tax based upon or related to income be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any Tax refunds for taxable periods which begin before the Closing Date and end after the Closing Date shall be shared by the parties as described in this Section 5.10(b) and in accordance with Section 5.10(a).
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Taxable Periods Beginning Before and Ending After the Closing Date. Purchasers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns required to be filed by, on behalf of or with respect to the Company or any of its subsidiaries for Taxable Periods which begin before the Closing Date and end after the Closing Date. At least five (5) Business Days prior to the due date of any payment required to be made with respect to any such Tax Return, the Sellers shall pay to Purchasers an amount that is attributable to any Taxable Period ending on or prior to the Closing Date to the extent such amount exceeds the Tax Reserve provided on the Closing Date Balance Sheet (as finally determined pursuant to Section 2.4), as appropriately reduced; provided, HOWEVER, that any obligation of the Sellers to make any payment to Purchasers pursuant to this sentence shall be subject to the limitations on indemnification set forth in Section 5.7.
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Taxable Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Applicable Entities for taxable periods that begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Buyer shall pay or cause to be paid with such Tax Returns all Taxes due in connection therewith, subject to Section 9.02(c). Any Taxes relating to Straddle Periods shall be apportioned between the pre-Closing Date period and post-Closing Date period, (i) in the case of any ad valorem taxes, based on a per diem basis, and, (ii) in the case of other Taxes, based on an interim closing of the books as of Closing Date, with a deemed short taxable year ending on and including the Closing Date and a second deemed short taxable year beginning on and including the day after the Closing Date (provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each period). A copy of each such Tax Return described in this shall be provided to the Seller within 30 days prior to the due date (including extensions) for the filing thereof and the Seller shall have the right to comment on each such Tax Return and suggest reasonable changes thereto in good faith, which the Seller shall incorporate therein.
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Taxable Periods Beginning Before and Ending After the Closing Date. Parent shall prepare and cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods beginning before the Closing Date and ending after the Closing Date. The United States federal income tax return Form 1120 shall be subject to the Stockholder Representative's approval (which approval shall not be unreasonably withheld or delayed) and shall be delivered to the Stockholder Representative at least thirty (30) days prior to the due date (or if less than 30 (thirty) days remain before filing is due, one third (1/3) of the days remaining between Closing and the filing due date to the extent feasible).
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Related to Taxable Periods Beginning Before and Ending 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.

  • 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.

  • Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

  • Death After Separation from Service But Before Benefit Distributions Commence If the Executive is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Bank shall distribute to the Beneficiary the same benefits that the Executive was entitled to prior to death except that the benefit distributions shall commence within thirty (30) days following receipt by the Bank of the Executive’s death certificate.

  • 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.

  • 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.

  • Obligations After Closing After the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided, however, that this Section 10.13(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.13(c) or Section 10.14; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.14) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to the extent necessary, to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

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