Tax Periods Beginning Before and Ending After the Effective Date Sample Clauses

Tax Periods Beginning Before and Ending After the Effective Date. 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 Effective Date and end after the Effective Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, Seller shall pay to Purchaser an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Effective Date. Such payment, if any, shall be paid by Seller within thirty (30) days after receipt of written notice from Purchaser that such Taxes were paid by Purchaser for a period beginning prior to the Effective 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 Effective Date, the portion of such Tax that relates to the portion of such Tax period ending on the Effective 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 Effective 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 Effective Date. Seller shall pay to Purchaser with the payment of any taxes due hereunder, Seller’ Pro Rata Amount of the costs and expenses incurred by Purchaser 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 Effective Date shall be taken into account as though the relevant Tax period ended on the Effective Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.
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Tax Periods Beginning Before and Ending After the Effective Date. The Buyer will prepare and file any tax returns of the Company for tax periods that begin before the Effective Date and end after the Effective Date. Within 15 days after the payment by the Buyer or Company of such taxes, the Seller will pay the Buyer the Seller’s portion of the taxes of the Company which are equal to the amount due for the period of time beginning before and ending on the Effective Date. For purposes of this Section 6.2 and Section 5.2(b) of this Agreement, 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 Effective Date, the portion of such tax that relates to the period beginning before and ending on the Effective Date will: (a) 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 taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Effective Date and the denominator of which is the number of days in the entire taxable period; and (b) 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 taxable period ended on the Effective Date. Any credits relating to a taxable period that begins before and ends after the Effective Date will be taken into account as though the relevant taxable period ended on the Effective Date. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the Company.
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Tax Periods Beginning Before and Ending After the Effective Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Target and its Subsidiaries for Tax periods which begin before the Effective Date and end after the Effective
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Tax Periods Beginning Before and Ending After the Effective Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Effective Date and end after the Effective Date (the “Straddle Tax Returns”). Buyer shall permit Seller to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Effective Date, shall be referred to herein as “Pre-Closing Taxes.”
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Tax Periods Beginning Before and Ending After the Effective Date. The Acquirer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns with respect to the Contributed Assets for Tax periods which begin before the Effective Date and end after the Effective Date. Subject to Article VI of the Ground Lease, the Acquirer shall pay or cause to be paid the Taxes attributable to the Contributed Assets with respect to such periods. The Contributor shall pay to the Acquirer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes that relates to the portion of such Tax period ending on the Effective Date. In the case of Taxes that are payable with respect to a taxable period that begins before the Effective Date and ends after the Effective Date, the portion of any such Tax that is allocable to the portion of the period ending on the Effective Date shall be (a) in the case of Taxes that are based upon or related to income or gross receipts or sales or use Tax, deemed equal to the amount that would be payable if the taxable year ended with the Effective Date; and (b) in the case of any Taxes other than gross receipts, sales or use Tax and Taxes based upon or related to income, deemed to be the amount of such Taxes for the entire period, multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Effective Date and the denominator of which is the number of calendar days in the entire period.
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Tax Periods Beginning Before and Ending After the Effective Date. (i) ICF shall prepare or cause to be prepared and file or cause to be filed, on a basis reasonably consistent with past practice, any Tax Returns of Caliber and the Acquired Subsidiaries for Tax periods that begin before the Effective Date and end after the Effective Date (“Straddle Periods”). ICF shall permit the Shareholder’s Representative to review and comment on each such Tax Return described in the preceding sentence at least fifteen (15) Business Days prior to the due date thereof, and ICF shall make all changes reasonably requested by the Shareholder’s Representative in good faith (unless ICF is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to have a material adverse effect on ICF or any of its Affiliates). Within fifteen (15) days after the date on which ICF pays any Taxes of Caliber and the Acquired Subsidiaries with respect to any Straddle Period, the Shareholder shall, to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheets, pay to ICF the amount of such Taxes that relates to the portion of such Straddle Period ending on the Effective Date (the “Pre-Closing Tax Period”). In the event that the Shareholder for any reason fails to make the payment contemplated in the previous sentence, then ICF may bring an indemnification claim under Article IX and the Shareholder and the Founders shall be jointly and severally liable for that payment.
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Tax Periods Beginning Before and Ending After the Effective Date. (i) ICF shall prepare or cause to be prepared and file or cause to be filed, on a basis reasonably consistent with past practice, any Tax Returns of Synergy and the Acquired Subsidiaries for Tax periods that begin before the Effective Date and end after the Effective Date (“Straddle Periods”). ICF shall permit the Shareholders’ Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and ICF shall make all changes reasonably requested by Synergy in good faith (unless ICF is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to have a material adverse effect on ICF or any of its Affiliates). Within fifteen (15) days after the date on which ICF pays any Taxes of Synergy and the Acquired Subsidiaries with respect to any Straddle Period, the Shareholders shall, to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Financial Statements, pay to ICF the amount of such Taxes that relates to the portion of such Straddle Period ending on the Effective Date (the “Pre-Closing Tax Period”).
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Tax Periods Beginning Before and Ending After the Effective Date. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Xxxxxx Corporations for Tax periods which begin before the Effective Date and end after the Effective Date. The Purchaser shall permit the representative of the Stockholders 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 representative of the Stockholders. The Purchaser shall pay all Taxes, if any, at the time that any related Tax Return is filed. For purposes of this Section 6.4, the representative of the Stockholders shall be Mr. Xxxxx Xxxxxx or such other Person as a majority of the members of the Board of Directors of the Corporation immediately prior to closing may designate by written notice to the Purchaser.
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Related to Tax Periods Beginning Before and Ending After the Effective Date

  • 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.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • 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

  • Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • What Will Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Required Beginning Date The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Can I Roll Over or Transfer Amounts from Other IRAs or Employer Plans If properly executed, you are allowed to roll over a distribution from one Traditional IRA to another without tax penalty. Rollovers between Traditional IRAs may be made once every 12 months and must be accomplished within 60 days after the distribution. Beginning in 2015, just one 60 day rollover is allowed in any 12 month period, inclusive of all Traditional, Xxxx, SEP, and SIMPLE IRAs owned. Under certain conditions, you may roll over (tax-free) all or a portion of a distribution received from a qualified plan or tax-sheltered annuity in which you participate or in which your deceased spouse participated. In addition, you may also make a rollover contribution to your Traditional IRA from a qualified deferred compensation arrangement. Amounts from a Xxxx XXX may not be rolled over into a Traditional IRA. If you have a 401(k), Xxxx 401(k) or Xxxx 403(b) and you wish to rollover the assets into an IRA you must roll any designated Xxxx assets, or after tax assets, to a Xxxx XXX and roll the remaining plan assets to a Traditional IRA. In the event of your death, the designated beneficiary of your 401(k) Plan may have the opportunity to rollover proceeds from that Plan into a Beneficiary IRA account. In general, strict limitations apply to rollovers, and you should seek competent advice in order to comply with all of the rules governing rollovers. Most distributions from qualified retirement plans will be subject to a 20% withholding requirement. The 20% withholding can be avoided by electing a “direct rollover” of the distribution to a Traditional IRA or to certain other types of retirement plans. You should receive more information regarding these withholding rules and whether your distribution can be transferred to a Traditional IRA from the plan administrator prior to receiving your distribution.

  • Payment after Vesting Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.

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