IRS Closing Agreement definition

IRS Closing Agreement means the closing agreement entered into between NGC (as parent of the Current Tax Group) and the IRS in connection with the IRS Ruling and with the Transactions.
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IRS Closing Agreement is defined in Section 13.10.
Sample 1Sample 2

Examples of IRS Closing Agreement in a sentence

  • Neither New NGC nor HII shall take, or permit any New NGC Group Member or HII Group Member to take, any action that could be reasonably likely to be inconsistent with any provision of the IRS Closing Agreement.

  • Each of Buyer and Seller agree that they will execute the IRS Closing Agreement promptly following approval of the IRS Closing Agreement by the IRS.

  • It is agreed that the obligations of the parties hereto are subject to the execution of a "Closing Agreement as to Final Determination Covering Specific Matters" among the Village, FW and the Commissioner of the Internal Revenue Service, substantially in the form attached hereto as EXHIBIT 4, the terms of which all parties hereto accept, or such other form as FW and the Bondholders, in their sole discretion, shall mutually agree (the "IRS Closing Agreement").

  • The Debtors and the Bondholders will cooperate with and support FW's efforts to obtain the Village's execution and delivery of the IRS Closing Agreement, which cooperation shall include supporting FW in connection with its adversary complaint entitled XXXXXX XXXXXXX LLC V.

Related to IRS Closing Agreement

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

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

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998 by the state and leading United States tobacco product manufacturers;

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • 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.

  • 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.

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

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

  • Transaction Agreement has the meaning set forth in the recitals.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Master Transaction Agreement has the meaning set forth in the recitals.

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