Closing of the Books. The Company and the Shareholder understand that for tax purposes (including for purposes of determining the Company’s S Corporation Taxable Income for its S Short Year), the Company will allocate its items of income, gain, loss, deduction and credit for its calendar year between the S Short Year and the C Short Year based on a “closing of the books.”
Closing of the Books. The parties agree to use the interim closing of the books method of accounting for Holdings and the Subsidiaries for tax purposes.
Closing of the Books. The taxable year of the Company will close on the Closing Date for Tax purposes pursuant to Section 708 of the Code, and that items of income, deduction or credit will be allocated between the taxable period ending on the Closing Date and the taxable period beginning after the Closing Date based on a "closing of the books" of the Company on the Closing Date.
Closing of the Books. Except as otherwise specifically provided in this Agreement, for purposes of determining the liability of Parent or the Company pursuant to this Section 7.08, in the case of income Taxes that are payable for a period (or portion thereof) that includes (but does not end on) the Closing Date, the tax items shall be allocated between the portion ending on the Closing Date and the portion beginning after the Closing Date on an interim closing of the books method.
Closing of the Books. The Company and each Shareholder agree that for income tax purposes (including for purposes of determining the Company’s S Corporation Taxable Income for its S Short Year), the Company shall allocate its items of income, gain, loss, deduction and credit for its calendar year between the S Short Year and the C Short Year in accordance with normal tax accounting rules (the “closing of the books” method). The Company shall timely make the election under Section 1362(e)(3) of the Code. Each Shareholder and the Company agree to provide such information and documentation (including any statement or consent required under Treasury Regulations Section 1.1362-6(b)) necessary to permit the Company to make such election validly.
Closing of the Books. The Company and each of the Shareholders agree that for Tax purposes (including for purposes of determining the Company’s Taxable Income for its S Short Year) the Company shall allocate its items of income, gain, loss, deduction and credit for its calendar year constituting the Company’s S Termination Year between the S Short Year and the C Short Year in accordance with normal tax accounting rules (the so-called “closing of the books method”), as permitted by Section 1362(e)(3) of the Code by assuming that the S Short Year were a taxable year ending at the end of the S Short Year and the C Short Year were a taxable year beginning at the beginning of the C Short Year. The Company will make the election permitted by Section 1362(e)(3) in a timely manner. Each of the Shareholders agrees to consent to such election and to provide the Company with the statement of consent of all Shareholders described in Section 1.1362-6(a)(5) and (b) of the Treasury Regulations. The Company and each of the Shareholders agree to make, and to provide such information and obtain such consents as are necessary to make, any comparable election required under applicable state and local income tax laws.
Closing of the Books. For the Tax year of Seller prior to and ending on the Closing Date, the items of income, gain, loss, deduction, and credit allocable to Seller for such Tax year shall be based on a closing of the books as of the Closing Date pursuant to Section 706 of the Code and the regulations thereunder.
Closing of the Books. SXE shall, to the extent permitted under Law and each such entity’s Organizational Documents, cause each Contributed Entity (or, in the case of the T2 LaSalle Entities, use commercially reasonable efforts to cause) to allocate all items of income, gain, loss, deduction or credit attributable to the taxable period of the Contributed Entity in which the Closing occurs based on an interim closing of the books of such Contributed Entity as of the end of the Closing Date consistent with Section 7.13(d) (to the extent the Contributed Entity’s Tax period does not otherwise end on the Closing Date).
Closing of the Books. The Parties shall cause the Company and each of its Subsidiaries to allocate its taxable income between the Pre-Closing Tax Period and the period following the Closing Date based on a closing of the books as of the end of the day on the Closing Date, except to the extent otherwise required by Code Section 706 and the regulations thereunder.
Closing of the Books. The Purchaser and the Shareholders shall cause the Company to timely file a statement electing under Section 1362(e)(3)(A) of the Code not to apply the rules provided in Section 1362(e)(2) of the Code, in accordance with Section 1.1362-6(a)(5) of the Treasury Regulations; and the Purchaser and the Shareholders shall timely file a consent to such election under Section 1362(e)(3)(B) of the Code, in accordance with Section 1.1362-6(b) of the Treasury Regulations.
