Tax Effective Time definition

Tax Effective Time has the meaning set forth in Section 7.2.
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Tax Effective Time means (i) the close of business on the day before the Closing Date when used with reference to either (a) federal income Taxes, or (b) state or local income Taxes in the case of each state or local Taxing Authority imposing an income Tax with respect to which the taxable income or loss of the Partners is, by reason of the sale of stock to be consummated at the Closing, determined based on a taxable period ending as of the close of business on the day before the Closing, or (ii) the close of business on the Closing Date when used with reference to either (a) all Taxes other than income Taxes, or (b) state or local income Taxes other than those described in clause (b) of part (i) of this definition of Tax Effective Time. In any case where applicable law does not permit the Partnership or one of the Partners to close its taxable period as of the Tax Effective Time, then Taxes (whether based on income, capital, ownership of property or otherwise), if any, attributable to the taxable period of such Party, as applicable, that includes the Tax Effective Time, but does not end as of the Tax Effective Time, shall be allocated to (i) the Sellers for the period up to and including the Tax Effective Time (the "Pre-Closing Period"), and (ii) the Partners and/or the Buyer for the period subsequent to the Tax Effective Time (the "Post-Closing Period"). For purposes of applying Section 4.24 of the Stock Purchase Agreement to determine the extent to which the Taxes for all taxable periods ending after the Closing Date are properly attributable to the portion of any such taxable period ending on the Closing Date, the Taxes allocated hereunder to the Pre-Closing Period shall be considered to be properly attributable to the portion of such taxable period ending on the Closing Date, Tax Cooperation Agreement ------------------------- and the Taxes allocated hereunder to the Post-Closing Period shall be considered to be properly attributable to the portion of such taxable period occurring after the Closing Date. For purposes of this Section 3, the allocation of Taxes between the Pre-Closing Period and the Post-Closing Period shall be determined as follows:
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Tax Effective Time means the later of the dates on which the OTI Stockholder Approval and the Section 350 Voting Approval (for the OIL shareholders) are obtained.
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Examples of Tax Effective Time in a sentence

  • Shareholder hereby irrevocably undertakes to be bound by and to comply in all respects, commencing on the Tax Effective Time, with the terms and conditions of the Israeli Tax Ruling applicable to the Shareholder.

  • Purchaser shall not make any Tax elections that would affect Seller or any of its Affiliates (including KUS and its Subsidiaries) for any taxable period (or portion thereof, determined under Section 7.16(c)) ending at or before the Tax Effective Time.

  • Any refund or credit (including any interest with respect thereto) of Income Taxes of KUS and its Subsidiaries attributable to any taxable period (or portion thereof, determined under Section 7.16(c)) ending at or before the Tax Effective Time shall be the property of Seller, and if such refund or credit is received by Purchaser, KUS or its Subsidiaries or any of their Affiliates, Purchaser shall promptly notify Seller of such refund or credit and pay over to Seller the amount of such refund or credit.

  • If notice of any claim, audit, examination, or other proposed change or adjustment by any taxing authority, as well as any notice of assessment and any notice and demand for payment, concerning any Income Taxes for any taxable period (or portion thereof, as determined under Section 7.16(c)) ending at or before the Tax Effective Time (a “Tax Proceeding”) shall be received by Purchaser, Purchaser shall promptly inform Seller in writing of such Tax Proceeding.

  • Seller and Purchaser shall, unless prohibited by applicable state or local law, cause KUS or any of its Subsidiaries to close the Income Tax period of KUS and each of its Subsidiaries at the Tax Effective Time.

  • Seller shall file or cause to be filed all Income Tax Returns required to be filed by or with respect to KUS or any of its Subsidiaries for any taxable period ending at or before the Tax Effective Time, determined as provided in Section 7.16(c).

  • Purchaser shall file all other Tax Returns required to be filed by or with respect to any of the Companies or the Subsidiaries, provided that Purchaser shall provide Seller with a copy of any Tax Return to be filed by or with respect to any of the Companies or the Subsidiaries for any taxable period that begins at or before the Tax Effective Time at least twenty (20) days before the date of filing for Seller’s review and consent.

  • If applicable Law does not permit KUS or any of its Subsidiaries to close its Income Tax period at the Tax Effective Time, the amount of Income Taxes allocable to the portion of such period ending at the Tax Effective Time shall be deemed equal to the amount that would be payable if the relevant taxable period ended at the Tax Effective Time.

  • Purchaser agrees that it shall not, and shall not cause or permit KUS or any of its Subsidiaries to, carry back to any taxable period ending at or before the Tax Effective Time any net operating loss or other Tax attribute and further agrees that Seller has no obligation under this Agreement or otherwise to return or remit any refund or other Tax benefit attributable to a breach by Purchaser of the foregoing undertaking.

  • Seller shall have the right, at its expense to represent the interests of KUS or any of its Subsidiaries and control the prosecution, defense and settlement of any Tax Proceeding relating exclusively to taxable periods ending at or before the Tax Effective Time.


More Definitions of Tax Effective Time

Tax Effective Time means 11:59 p.m. (Central time) on the Closing Date.
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Related to Tax Effective Time

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • First Effective Time has the meaning specified in Section 2.02.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Second Effective Time has the meaning specified in Section 2.02.

  • Effective Time has the meaning set forth in Section 2.2.

  • Merger Effective Date means the date on which the Merger is consummated.

  • SEC Effective Date means the date the Registration Statement is declared effective by the Commission.

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

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Required Effective Date means the relevant Initial Required Effective Date or Increased Required Effective Date (as those terms are defined below).

  • Transition Effective Date has the meaning set forth in Section II.D.3.

  • Target Effective Date has the meaning specified in Section 2.01(a).

  • Resignation Effective Date has the meaning specified in Section 9.06(a).

  • Termination Time means the time at which the right to exercise Rights shall terminate pursuant to Section 5.1 hereof.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

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

  • Merger Agreement has the meaning set forth in the Recitals.

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.

  • PAL effective date generally means the date of issuance of the PAL permit. However, the PAL effective date for an increased PAL is the date any emissions unit that is part of the PAL major modification becomes operational and begins to emit the PAL pollutant.

  • Separation Time means the close of business on the earlier of (i) the tenth business day (or such later date as the Board of Directors of the Company may from time to time fix by resolution adopted prior to the Separation Time that would otherwise have occurred) after the date on which any Person commences a tender or exchange offer which, if consummated, would result in such Person's becoming an Acquiring Person and (ii) the Flip-in Date; provided, that if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time shall be the Record Time and provided further, that if any tender or exchange offer referred to in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been made.

  • IPO Effective Date means the date upon which the Securities and Exchange Commission declares the initial public offering of the Company's common stock as effective.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Initial Effective Date means the date that the Initial Registration Statement has been declared effective by the SEC.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.