Post-Closing Taxable Periods Sample Clauses

Post-Closing Taxable Periods. (a) Allergan shall pay and be liable for all Taxes shown to be due and payable on all Tax Returns as filed pursuant to Section 2.1(a)(iii) hereof.
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Post-Closing Taxable Periods. (i) Allergan shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating solely to any Post-Closing Taxable Period of the Post-Distribution Allergan Group or any Post-Distribution Member, and to employ counsel of its choice at its expense.
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Post-Closing Taxable Periods. General Mills shall have the right to control any Tax Proceeding involving anx xx the Business Entities, Non-Controlled Foreign Entities or any Subsidiary thereof (other than any Tax Proceeding which Diageo is entitled to control under Section 7.8(b) or (c)).
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Post-Closing Taxable Periods. The Company shall have the sole right to represent the interests of the GMACCH Companies in any Legal Proceedings relating to a Post Closing Taxable Period (or to any Straddle Period for which Parent and Seller have no Tax Liability) and to employ counsel of its choice at its own expense. The Company shall not, without consent of Parent (which consent shall not be unreasonably withheld), settle any dispute relating to a Legal Proceeding described in this Section 7.7(d), if such settlement (a) pertains to a Tax item which is the same as (or substantially similar to) one or more Tax items reportable on a Tax Return for a Pre-Closing Tax period, and (b) such Pre-Closing Tax Period is the subject of an examination by a relevant taxing authority at the time of such settlement and would materially adversely affect the ability of Parent or any of its Subsidiaries to sustain the position taken with respect to such Tax item on such Pre-Closing Tax Period Tax Return.
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Post-Closing Taxable Periods. No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a Pre-Closing Tax Period, including by reason of the application of Section 481 of the Code (or any analogous provision of state, local, or foreign Legal Requirements); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Legal Requirements) executed on or prior to the Closing Date; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign Legal Requirements); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) prepaid amount received or economically realized on or prior to the Closing Date; (vi) adjustments pursuant to Code Section 263A (or any comparable provision under state, local, or foreign Tax Legal Requirements); (vii) Section 108(i) of the Code or any comparable provision of any state, local or foreign Tax Legal Requirement; or (viii) a domestic use election pursuant to Treasury Regulation Section 1.1503(d)-6.
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Post-Closing Taxable Periods. Purchaser shall pay, or cause to be paid, and shall indemnify and hold Seller harmless from, any Taxes attributable to all Taxable periods of any Acquired Subsidiary ending after the Closing Date (except to the extent such Taxes are allocated to Seller pursuant to subparagraph (c) of this Section 9.2 relating to Straddle Periods.
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Post-Closing Taxable Periods. Buyer shall have the right to control any Tax Proceeding involving any of the Business Entities (other than any Tax Proceeding which Seller is entitled to control under Section 7.6(b), (c) or (e)).
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Post-Closing Taxable Periods. The Purchaser shall have the sole right to represent the interests of the Company Group (or any member thereof) in any Proceedings relating to a Post-Closing Taxable Period.
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Post-Closing Taxable Periods. The Company shall have the sole right to represent the interests of the Company and its Subsidiaries in any legal proceedings relating to a Post-Closing Taxable Period (or to any Straddle Period for which Seller has no Tax liability) and to employ counsel of its choice at its own expense.
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Related to Post-Closing Taxable Periods

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

  • 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.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

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

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Straddle Period In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:

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