Interim Closing of Books Sample Clauses

Interim Closing of Books. In the event of a transfer of a Partnership Interest or a change in the Partners' Partnership Percentages, then Profits and Losses, each item thereof and all tax items shall be allocated to the Partners by taking into account their varying interests during the taxable year of the transfer or change in accordance with Section 706(d) of the Code, using the interim closing of the books method.
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Interim Closing of Books. Buyer and Seller agree that an election under Section 1377(a)(2) of the Code shall be filed with the Company’s relevant short-year S corporation return, if any, so that Seller will include in his individual income tax return, his share of the Company’s income, gain, loss, deduction or credit items for the taxable period commencing January 1, 2016 and ending at the close of business on the Closing Date. Buyer shall be responsible for any and all Taxes after the Closing Date and shall be responsible for any and all Taxes related to the termination of Company’s S Election as of the Closing Date.
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Interim Closing of Books. The computation of the Stand Alone Tax Liability for the Stub Period shall be determined on the basis of an interim closing of the books for financial reporting purposes for the month end nearest the Disaffiliation Date. In the event there is not an interim closing of the books for financial reporting purposes, then the computation of the Stand Alone Tax Liability for the Stub Period shall be determined on the basis of the Falcon internal financial statements for the month end nearest the Disaffiliation Date or on any other basis agreed to by the parties.
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Interim Closing of Books. If the interest of a Member in the Company changes during a fiscal year (whether by disposition of less than an entire interest, by
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Interim Closing of Books. The Sellers' distributive share of the Securities Partnership's income, gain, loss and deduction for the taxable year of the Securities Partnership that includes the Closing Date shall be determined on the basis of an interim closing of the books of the Securities Partnership as of the close of business on the Closing Date and shall not be based upon a proration of such items for the entire taxable year. 5.5
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Related to Interim Closing of Books

  • Closing of Books The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

  • Closing of the Company’s Transfer Books At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

  • Closing of Stock Transfer Books (a) The stock transfer books of Seller shall be closed at the end of business on the business day immediately preceding the Closing Date. In the event of a transfer of ownership of Seller Common Stock that is not registered in the transfer records prior to the closing of such record books, the Merger Consideration issuable or payable with respect to such stock may be delivered to the transferee, if the Certificate or Certificates representing such stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and all applicable stock transfer taxes are paid.

  • Closing of Company Transfer Books At the Effective Time, the stock transfer books of Company shall be closed, and no transfer of Shares shall thereafter be made. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Merger Consideration applicable to such Shares.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

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