Distribution Closing Date definition

Distribution Closing Date means the Distribution Date as that term is defined in the Distribution Agreement.
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Examples of Distribution Closing Date in a sentence

  • Federal Consolidated Returns for any Periods ending on, before or after the Distribution Closing Date, including the Pre-Distribution Period of any member of the Controlled Group.

  • This Agreement shall be effective on the Distribution Closing Date.

  • In the case of any Straddle Period, and in the case of a Tax Period of any member of the Controlled Group which ends on the Distribution Closing Date, Tax Items shall be apportioned between Pre-Distribution Periods and Post-Distribution Periods in accordance with the principles of Treasury Regulations under Section 1502 of the Code.

  • In the case of any Consolidated or Combined State Income Tax reported on any Tax Return to be filed after the Distribution Closing Date, Controlled Co. shall be liable to Distributing Co. for the State Income Tax liability in accordance with Section 5.3(b).

  • In addition, the Controlled Co. shall be required to file a consolidated return for Federal Income Tax purposes for its first Tax Period in the Post-Distribution Period ending after the Distribution Closing Date, and the Controlled Co. shall make all necessary elections, and cause each member of the Controlled Group to file all necessary consents, in accordance with Treasury Regulations section 1.1502-75 required to file that consolidated return.

  • Controlled Co. shall be liable for, and shall indemnify and hold harmless the Distributing Group from and against any liability for any Tax described in paragraph (a)(ii) or (a)(iii) above to the extent arising as a result after the Distribution Closing Date of Controlled Co.'s or any member of the Controlled Group engaging in any Prohibited Action as defined in Section 11, or a breach by Controlled Co. of its representations, warranties and covenants set forth in Section 11.

  • Regardless of any change in circumstances, Controlled Co. and Distributing Co. each covenant and agree that it will not take, and it will cause its Affiliates to refrain from taking, any such inconsistent action on or before the expiration of the applicable statute of limitation period for the assessment of Tax for the Tax period in which the Distribution Closing Date occurs other than as permitted in this Section 11.

  • In applying this section (g) with respect to other transactions with respect to Distributing Co. or Controlled Co. stock within two years prior to the Distribution Closing Date, the Distribution, Distributing Co.'s stock repurchase plan, all outstanding Distributing Co. stock options and warrants, and stock issued on the exercise of options or as consideration in acquisitions shall be taken into account.

  • Controlled Co. shall also be liable for any Income Taxes of the Distributing Group for its Tax Period ending on December 31, 2000 relating to income arising by reason of Treasury Regulations section 1.1502-19, if Controlled Co. does not contribute before the Distribution Closing Date funds to its subsidiaries as directed by Distributing Co. and, as a result of such failure, income arises in the Distributing Group by reason of Treasury Regulations section 1.1502-19.

  • Federal Consolidated Returns Filed After the Distribution Closing Date.

Related to Distribution Closing Date

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Second Closing Date means the date of the Second Closing.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Assumed Final Distribution Date The Distribution Date occurring in November 2035.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • IPO Closing Date means the closing date of the IPO.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Loan Closing Date means the date upon which the Loan is made to the Company.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Initial Distribution Date means the date occurring as soon as reasonably practicable after the Effective Date when distributions under the Plan shall commence.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.