OR BEFORE THE CLOSING DATE Sample Clauses

OR BEFORE THE CLOSING DATE. The Turecamo Stockholders shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Turecamo Entities for all periods ending on or prior to the Closing Date which are filed after the Closing Date including all requisite state and federal income Tax Returns for the Turecamo Entities for their 1997 fiscal year and for the period from January 1, 1998 through and including the day prior to the Closing Date. The Turecamo Stockholders shall permit Moran Enterprises to review and comment on each such Tax Return described in the preceding sentence prior to filing.
OR BEFORE THE CLOSING DATE. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Taxes (including, without limitation, the Michigan Single Business Tax and the Canadian capital tax) based upon or relating to income (such Taxes (including penalties and interest thereon), "INCOME TAXES") (such Tax Returns, "INCOME TAX RETURNS") for the Company or any of its Subsidiaries for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall permit the Representative to review and comment on each such Income Tax Return described in the preceding sentence prior to filing. The Sellers will jointly and severally reimburse Buyer for the amount of all Income Taxes relating to any taxable period (or partial period) ending on or prior to the Closing Date, regardless of the time for filing the income tax returns for such taxable period. Such payments shall be made within two business days of payment by the Buyer, any of its Subsidiaries or Affiliates of such Income Taxes.
OR BEFORE THE CLOSING DATE. The Stockholder of each Member (in the case of PCS, IPLLC, and in the case of Kerman, KCI), or any designated representative thereof, shall have the obligation to prepare all Tax Returns that are required to be filed by or with respect to the income, assets, or operations of that Stockholder's affiliated Member for all taxable years or other taxable periods ending on or prior to the Closing Date with respect to that Member (a "MEMBER PRE-CLOSING PERIOD"). Each such Tax Return shall be submitted to UbiquiTel Parent at least 30 days prior to filing for approval, which shall not be unreasonably withheld. Except as provided in this Section 11.6 and in Section 11.7 with respect to the Evans Merger, UbiquiTel Parent shall have the exclusive obligation and authority to timely file or cause to be timely filed all Tax Returns that are required to be filed by or with respect to the income, assets or operations of a Member or any successor thereto, LLC and LLC Subsidiary.
OR BEFORE THE CLOSING DATE. The Shareholder shall be liable for, and shall indemnify and hold Buyer and the Company harmless against, all Taxes due or payable by or with respect to the Company for any taxable year (I.E., the taxable year ended December 31, 2001) or taxable period (I.E., the taxable period beginning on January 1, 2002 and ending on the Closing Date) ending on or prior to the Closing Date ("PRE-CLOSING TAXES").
OR BEFORE THE CLOSING DATE. Shareholders shall cause Infohiway to prepare or cause to be prepared and file or cause to be filed all Tax Returns for Infohiway for all periods ending on or prior to the Closing Date, including but not limited to the short year return from January 1, 1998 through the Closing Date, which are filed after the Closing Date. Shareholders shall be individually responsible for the costs of preparation of such tax returns and any and all taxes due and owing for such tax returns. Shareholders shall permit RMI to review and comment on each such Tax Return described in the preceding sentence prior to filing.
OR BEFORE THE CLOSING DATE. Seller shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns that are required to be filed for the Stock Group for all Taxable Periods ending on or prior to the Closing Date, provided that, with respect to any such Tax Returns to be filed after the Closing Date, Seller shall prepare or cause to be prepared and Buyer shall file or cause to be filed such Tax Return. All such Tax Returns shall be prepared in a manner consistent with prior practice of the relevant member of the Stock Group. Seller shall pay, or cause to be paid, all Taxes due with respect to such taxable periods, provided that with respect to any such Tax Returns to be filed after the Closing Date, Buyer shall pay or cause to be paid all such Taxes, and Seller shall reimburse Buyer for Taxes of such Subsidiaries with respect to such periods within fifteen (15) days after payment by Buyer of such Taxes, in each case to the extent provided in Section 9.12(a)(ii).

Related to OR BEFORE THE CLOSING DATE

  • Tax Periods Ending on or Before the Closing Date The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Target for all periods ending on or prior to the Closing Date which are filed after the Closing Date other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of the Seller will include the operations of the Target. The Buyer shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. The Seller shall reimburse the Buyer for Taxes of the Target with respect to periods ending on or prior to the Closing Date within fifteen (15) days after payment by the Buyer or the Target of such Taxes to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet.

  • 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.

  • After the Closing Date Buyer and Sellers shall provide each other with such cooperation and information relating to each other as either party reasonably may request in (A) filing any Tax Return, amended Tax Return or claim for Tax refund, (B) determining any Tax liability or a right to refund of Taxes, (C) conducting or defending any audit or other proceeding in respect of Taxes or (D) effectuating the terms of this Agreement. The parties shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitation (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such returns and other documents relate and, unless such Tax returns and other documents are offered and delivered to Sellers or Buyer, as applicable, until the final determination of any Tax in respect of such years. Any information obtained under this Section 7.7(c) shall be kept confidential, except as may be otherwise necessary in connection with filing any Tax Return, amended Tax Return, or claim for Tax refund, determining any Tax liability or right to refund of Taxes, or in conducting or defending any audit or other proceeding in respect of Taxes. Notwithstanding the foregoing, neither Seller nor Buyer, nor any of their Affiliates, shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this Section 7.7(c).

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Cahill Gordon & Reindel llp, 80 Pine Street, New York, New York 10005 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on March 12, 2018 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Postponement of Closing Date In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York City time, on March 27, 2013, or such other time and date not later than 1:30 p.m. New York City time, on March 27, 2013 as the Representative shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the “First Closing Date”). The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company, the Selling Stockholders or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Sections 11 and 19.

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer 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 the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • Puts Within 30 Days After Bank Closing During the thirty (30)-day period following Bank Closing and only during such period (which thirty (30)-day period may be extended in writing in the sole absolute discretion of the Receiver for any Loan), in accordance with this Section 3.4, the Assuming Institution shall be entitled to require the Receiver to purchase any Deposit Secured Loan transferred to the Assuming Institution pursuant to Section