Tax Closing Date definition

Tax Closing Date means the Effective Date.
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Tax Closing Date means, the Closing Date, except that with respect to income Taxes that are determined on the basis of a taxable year that ends on the day prior to the date on which a reorganization under Code section 368(a)(1)(A) occurs, the day before the Closing Date.
Sample 1
Tax Closing Date means (a) with respect to federal Income Taxes (and any state Income Taxes to the extent the applicable state follows the federal Income Tax treatment applicable to S corporations set forth in Treas. Reg. Section 1.1502-76(b)(1)(ii)(A)(2)) of the Company, the day immediately preceding the Closing Date and (b) with respect to all other Taxes, the Closing Date.
Sample 1

Examples of Tax Closing Date in a sentence

  • Newco will use its reasonable efforts to cause appropriate employees of the Business to prepare usual and customary Tax return packages (in the form provided to the Business Units for the 1996 calendar year) with respect to (1) the taxable period ended December 31, 1996, in the event that such packages have not been prepared prior to Closing and (2) the tax period beginning January 1, 1997 and ending as of the Tax Closing Date.

  • For purposes of the Transaction Agreement, income, deductions, and other items will be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on an actual closing of the books of the Business on the Tax Closing Date.

  • Newco will use reasonable efforts to cause the Tax return packages for the period beginning on January 1, 1997 and ending as of the Tax Closing Date to be delivered to Lockheed Xxxxxx no later than the last day of the third calendar month succeeding the month in which the Closing occurs.

  • Purchaser shall permit Sellers’ Representative to review and comment on each such Tax Return that relates to periods beginning prior to, or that include, the Tax Closing Date at least twenty (20) days prior to the due date for filing such Tax Return and shall make such revisions to each such Tax Return as are reasonably requested by Sellers.

  • The Company has elected to be taxed as an “S” corporation for U.S. federal income Tax purposes and made a valid “Subchapter S” tax election at the Company’s inception in 1995, which election will remain in full force and effect until the Tax Closing Date.

  • Newco will use reasonable efforts to cause the Tax return packages for the period beginning on January 1, 1997 and ending as of the Tax Closing Date to be delivered to Lockheed Martin no later than the last day xx xxe third calendar month succeeding the month in which the Closing occurs.

  • The Sellers’ Representative shall, or shall cause the Company, IAA, or IAJ to, prepare and file all Tax Returns of Company, IAA and IAJ that are due on or prior to the Tax Closing Date, which Tax Returns shall be prepared and timely filed on a basis consistent with existing procedures for preparing such returns and in a manner consistent with prior practice with respect to the treatment of specific items on the Tax Returns.

  • Sellers shall cause all Tax sharing agreements or similar agreements with respect to or involving Company, IAA, or IAJ to be terminated as of the Tax Closing Date and Sellers shall cause Company, IAA, and IAJ to not be bound thereby or have any liability thereunder after the Tax Closing Date.

  • Buyer shall permit Agent to review and comment on each such Tax Return that relates to periods beginning prior to, or that include, the Tax Closing Date at least twenty (20) days prior to the due date for filing such Tax Return and shall make such revisions to each such Tax Return as are reasonably requested by Agent.

  • Xxxxxxxxx, Future Com and the Future Com Shareholders shall preserve and keep all such tax records in their possession until the expiration of any applicable statutes of limitation or extensions thereof and as otherwise required by law, but in any event for a period not less than seven years after the Tax Closing Date.

Related to Tax Closing Date

  • 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.

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

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

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

  • 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.

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

  • 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.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

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

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

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

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

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

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

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Closing Date means the date on which the Closing occurs.

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

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

  • 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.

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

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

  • 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.

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

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

  • Financial Closing Date means the date of signing of the initial agreements for any Financing of the Facility.