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

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.
Sample 1
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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.
Sample 1
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").
Sample 1
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.
Sample 1
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.
Sample 1

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.

  • Puts Within 30 Days After Bank Closing During the thirty (30)-day period following Bank Closing and only during such period (which thirty (30)-day period may be extended in writing in the sole absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to purchase any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section 3.1 which is not fully secured by Assumed Deposits or deposits at other insured depository institutions due to either insufficient Assumed Deposit or deposit collateral or deficient documentation regarding such collateral; provided with regard to any Deposit Secured Loan secured by an Assumed Deposit, no such purchase may be required until any Deposit setoff determination, whether voluntary or involuntary, has been made; and, at the end of the thirty (30)-day period following Bank Closing and at that time only, in accordance with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to purchase any remaining overdraft transferred to the Assuming Institution pursuant to 3.1 which both was made after the Bid Valuation Date and was not made pursuant to an overdraft protection plan or similar extension of credit. Notwithstanding the foregoing, the Assuming Institution shall not have the right to require the Receiver to purchase any Loan if (i) the Obligor with respect to such Loan is an Acquired Subsidiary, or (ii) the Assuming Institution has: (A) made any advance in accordance with the terms of a Commitment or otherwise with respect to such Loan; (B) taken any action that increased the amount of a Related Liability with respect to such Loan over the amount of such liability immediately prior to the time of such action; (C) created or permitted to be created any Lien on such Loan which secures indebtedness for money borrowed or which constitutes a conditional sales agreement, capital lease or other title retention agreement; (D) entered into, agreed to make, grant or permit, or made, granted or permitted any modification or amendment to, any waiver or extension with respect to, or any renewal, refinancing or refunding of, such Loan or related Credit Documents or collateral, including, without limitation, any act or omission which diminished such collateral; or (E) sold, assigned or transferred all or a portion of such Loan to a third party (whether with or without recourse). The Assuming Institution shall transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver against any and all claims of any Person claiming by, through or under the Assuming Institution with respect to any such Asset, as provided in Section 12.4.

  • Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • What Will Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:

  • HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

  • Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the payment of any Dues due. During this grace period, the Agreement will remain in force. However, the Subscriber will be liable for payment of Dues accruing during the period the Agreement continues in force.

  • Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

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