Tax Effective Time definition

Tax Effective Time has the meaning set forth in Section 7.2.

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:

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.

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.

• 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.

• 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).

• 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.

• 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.

• 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.