Closing Periods Sample Clauses

Closing Periods. (ii) Buyer shall be responsible for the preparation and filing of all Tax Returns, other than Consolidated Returns, of the Entertainment Companies for any Pre-Closing Period, that are required to be filed after the Closing Date. Seller shall pay Buyer, in immediately available funds, any Taxes that are required to be paid with such Tax Returns, and shall be entitled to any refunds of Taxes with respect to such Tax Returns.
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Closing Periods. With respect to each Tax Return covering a Pre-Closing Period that is required to be filed after the Closing Date (other than the Tax Returns described in Section 10.1(a) or 10.1(d)) for, by or with respect to any of the Acquired Companies, Enron shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit and other tax items ("Tax Items") required to be included therein, shall furnish a copy of such Tax Return to EOG as soon as practicable, shall file timely such Tax Return with the appropriate taxing authority, and shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return.
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Closing Periods. Buyer shall be entitled to any refunds of such Taxes. In the case of any Post-Closing Tax Return where the Taxes payable by an Entertainment Company are dependent upon the Tax attributes of or are consistent with Tax accounting methods utilized by such Entertainment Company for a Pre-Closing Period, without Seller's consent Buyer shall not take a position that (i) is inconsistent with a position taken by Seller for such Pre-Closing Period and (ii) will have the effect of increasing the Seller's Tax liability for a Pre- Closing Period, unless in the opinion of Buyer's independent tax counsel or accountant, Seller's position is not supported by "substantial authority" within the meaning of Section 6662 of the Code.
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Closing Periods. Andexxxx xxxll have the right to control any audit or determination by any Taxing authority, to initiate any claim for refund or file any amended Tax Return, and to contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment of Taxes for any Pre-Closing Periods.
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Closing Periods. Such Returns shall be prepared or completed in a manner consistent with prior practice of Seller and the Company with respect to Returns concerning the income, properties or operations of the Company (including elections and accounting methods and conventions), except as otherwise required by law or regulation or
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Closing Periods. The Buyer shall cause the Company to promptly reimburse the Seller for all Taxes of the Company paid by the Seller with respect to all Pre-Closing Periods to the extent such Taxes are accrued or otherwise reflected as a liability on the Closing Date Balance Sheet. The Seller shall be entitled to all refunds of Taxes (including but not limited to interest with respect thereto) that either Buyer, Seller or the Company may receive relating to any Pre-Closing Period, and the Buyer shall pay, or cause the Company to pay, to the Seller any such refund that Buyer or the Company may receive promptly after receipt thereof. The Buyer shall be entitled to all refunds of Taxes (including but not limited to interest with respect thereto) that either Buyer, Seller or the Company may receive relating to any periods other than the Pre-Closing Periods, and the Seller shall pay to the Buyer any such refund that Seller may receive promptly after receipt thereof. At the request of the Seller, the Buyer shall file, or shall cause the Company to file, any claims for such refunds.
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Closing Periods. The Seller shall promptly notify the Buyer in writing upon receipt by the Seller or any Affiliate of the Seller of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of the Subsidiary.
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Related to Closing Periods

  • Closing Period “Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.

  • Waiting Periods All applicable waiting periods, if any, under the HSR Act shall have expired or been terminated.

  • Straddle Periods For purposes of this Agreement, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.02 shall be computed by reference to the level of such items on the Closing Date.

  • HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

  • Tolling Period If it becomes necessary or desirable for the Corporation to seek compliance with the provisions of Section 14.2 by legal proceedings, the period during which Grantee shall comply with said provisions will extend for a period of twelve (12) months from the date the Corporation institutes legal proceedings for injunctive or other relief.

  • Survival Periods Subject to the limitations contained in this ‎Article VII, all representations and warranties contained in ‎Article II, ‎Article III and any covenants and agreements set forth herein and shall survive the execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated hereby. Notwithstanding anything herein to the contrary, the Stockholders will not be liable with respect to any claim for the breach of any representation or warranty pursuant to Section ‎7.2(a), and the Merger Sub and the Parent will not be liable with respect to any claim for the breach of any representation or warranty pursuant to Section ‎7.3(a), unless written notice of a claim thereof is delivered to the Stockholders Representative or the Parent, as the case may be, prior to the Survival Date. For purposes of this Agreement, the term “Survival Date” shall mean 11:59 pm Israel Time on such date which is eighteen (18) months after the Closing Date; provided that with respect to the representations and warranties of the Company set forth in ‎2.2(a), ‎2.2(b) and ‎2.2(c) (under "Capitalization and Related Matters"), ‎2.3(d) (under “Subsidiaries”), ‎2.4 (under "Authorization") and ‎2.16 (under "Tax Matters") (collectively, the “Fundamental Representations”), with respect to the representations and warranties of the Parent and Merger Sub set forth in Section ‎3.2 (under "Authorization"), the Stockholder Indemnity and the Appraisal Indemnity, there shall be no Survival Date and no time restriction on the delivery of claims related thereto other than the applicable statutes of limitation. The parties agree that so long as written notice of a claim subject to the Survival Date limitations is given on or prior to the expiration of the Survival Date in accordance with the provisions of this ‎Article VII, the claim shall be valid until its is finally resolved.

  • Fiscal Periods Change its fiscal year-end and fiscal quarter-ends to dates other than December 31 and the last day of each March, June, September and December, respectively.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Filings; Consents; Waiting Periods All registrations, filings, applications, notices, covenants, consents, approvals, waivers, authorizations, qualifications and orders required by this Agreement to be filed, made or obtained by Sellers with any Government Authority shall have been filed, made or obtained and copies thereof shall have been delivered to Buyers, and all waiting periods applicable under the HSR Act shall have expired or been terminated.

  • Waiting Period The waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated or the Parties shall have otherwise complied with the HSR Act.

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