Taxable Periods Commencing Before and Ending After the Closing Date. Surviving Corporation shall pay or cause to be paid all Taxes due for any taxable year or period commencing before and ending after the Closing Date (the "Straddle Period").

Taxable Periods Commencing Before and Ending After the Closing Date. Buyer shall cause the Company to pay all Taxes due for any Taxable year or Taxable period commencing before and ending after the Closing Date (the "Straddle Period"). Upon notice from Buyer, Seller shall pay to Buyer prior to the date any payment for Taxes as described in this Section 7.1(c) is due, an amount equal to the excess, if any, of (i) the Taxes that would have been due if the Straddle Period had ended on the Closing Date (using an interim-closing-of-the-books method except that exemptions, allowances, and deductions that are otherwise calculated on an annual basis (such as deductions for depreciation and depletion) shall be apportioned on a per diem basis) over (ii) the sum of the Taxes for the Straddle Period (A) which have been specifically and fully reserved for on the Closing Statement or (not including any reserve for deferred taxes to reflect timing differences between book and tax income) (B) paid by the Company or by Seller or an affiliate thereof with respect to the Company prior to the Effective Date. (not including any reserve for deferred taxes to reflect timing differences between book and tax income). Notwithstanding the foregoing, Buyer shall be responsible for Taxes accruing in the ordinary course of business between the Closing Date and the Effective Date.

Taxable Periods Commencing 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 each CenturyTel Entity for taxable periods that begin before the Closing Date and end after the Closing Date (the "Straddle Period"). At least 15 Business Days before filing any such Tax Returns, Buyer shall submit copies of such returns to Seller together with a calculation of the Taxes due for the portion of the Straddle Period ending on the Closing Date in excess of Taxes for such period which were reserved in the Closing Date Statement (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) ("Seller Straddle Period Taxes") for Seller's review and comment. Seller shall submit any such comments to Buyer no later than five Business Days prior to the filing of any such Tax Returns. Buyer will consider such comments in good faith. Buyer shall cause the CenturyTel Entities to pay all Taxes due for or attributable to a Straddle Period. Upon notice from Buyer, Seller shall pay to Buyer five (5) calendar days prior to the date any payment for Taxes as described in this Section 8.2(c) is due, Seller's Straddle Period Taxes. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (i) in the case of any Taxes not based upon or related to income or receipts, 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 the entire Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed to be the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant taxable period ended on the Closing Date.

Taxable Periods Commencing Before and Ending After the Closing Date. Purchaser shall cause the Pinehurst Entities to pay all Taxes due for any Taxable year or Taxable period commencing before and ending after the Closing Date (the “Straddle Period”). Upon notice from Purchaser, ClubCorp and Pinehurst Company shall pay to Purchaser prior to the date any payment for Taxes as described in this Section 7.6(c) is due, an amount equal to the Taxes that would have been due if the Straddle Period had ended on the Closing Date (using an interim-closing-of-the-books method except that exemptions, allowances, and deductions that are otherwise calculated on an annual basis (such as deductions for depreciation) shall be apportioned on a per diem basis), less Taxes included in the Balance Sheet Liabilities and included as an adjustment to the Base Purchase Price.

Taxable Periods Commencing Before and Ending After the Closing Date. Buyer shall cause the Company to pay all Taxes due for any Taxable year or Taxable period commencing before and ending after the Closing Date (the "Straddle Period"). Upon notice from Buyer, Sellers shall severally and in proportion to each Seller's Proportionate Share pay to Buyer prior to the date any payment for Taxes as described in this Section 7.1(c) is due, an amount equal to the excess, if any, of (i) the Taxes that would have been due if the Straddle Period had ended on the Effective Date (using an interim-closing-of-the-books method except that exemptions, allowances, and deductions that are otherwise calculated on an annual basis (such as deductions for depreciation and depletion) shall be apportioned on a per diem basis) over (ii) the sum of the Taxes for the Straddle Period (A) which have been specifically and fully reserved for on the Closing Statement (not including any reserve for deferred taxes to reflect timing differences between book and tax income) or (B) paid by the Company or by Seller or an affiliate thereof with respect to the Company prior to the Effective Date. Notwithstanding the foregoing, Sellers shall be responsible for any and all Taxes related to the surrender, cancellation, exchange or other transfer of the life insurance policies described in Section 7.4 hereof.

Related to Taxable Periods Commencing 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.
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.
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.
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.
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 For a period of two years following 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. Further, from and after the Closing, Seller shall not use or disclose to any third party, and shall cause each of its Affiliates not to use or disclose to any third party, any Purchaser Confidential Information (including geological or geophysical data or any other Purchaser Confidential Information concerning or included in the Acquired Assets), and shall exercise commercially reasonable efforts to enforce, and cause any of its existing or future Affiliates to enforce, any agreements with their respective employees, independent contractors, consultants, representatives and agents relating to such Purchaser Confidential Information. This Section 10.12(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.12(c) or Section 10.13; (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 10.13) or any other confidentiality agreement to which such Party is a party or of which it has 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) by Purchaser to one or more potential purchasers of any 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; (viii) to third Persons holding preferential rights to purchase or rights of consent or rights to receive notice that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to obtain waivers of such right or such consents or to provide such notice; or (ix) to the extent necessary to comply with its obligations under this Agreement or any of the Transaction Documents or 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 are provided with a copy of this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.
HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.
Closing Period “Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.

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

Filter & Search

Related Clauses

Parent Clauses

Related to Taxable Periods Commencing Before and Ending After the Closing Date