Tax Periods Beginning on or Before and Ending After the Closing Date Sample Clauses

Tax Periods Beginning on or Before and Ending After the Closing Date. The Purchasers shall prepare or cause to be prepared, and timely file or cause to be timely filed, all Tax Returns of each Acquired Company or with respect to the assets of each Acquired Company for all taxation periods which begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns will be prepared by treating items on such Tax Returns in a manner consistent with the past practice with respect to such items unless otherwise required by Applicable Law. Quanta will provide to the Partners Representative a draft of each such Tax Return (along with supporting workpapers) at least thirty (30) days prior to the due date for its filing and, in the case of 64 a Tax Return due within thirty (30) days after the Closing Date, as soon as practical before the filing date. Within fifteen (15) days after receipt of the draft of each such Tax Return, or as soon as practical after the receipt of a Tax Return due within thirty (30) days after the Closing, the Partners Representative will notify Quanta of the existence of any objection specifying in reasonable detail the nature and basis of such objection to any items set forth on such draft Tax Return. Quanta and the Partners Representative agree to consult and resolve in good faith any such objection, it being agreed that if an item is being treated in a manner consistent with past practice, such item will be rebuttably presumed to be reasonable and appropriate. The Partners shall pay to Quanta no later than five (5) days prior to the due date for the payment of Taxes with respect to such periods an amount equal to the excess, if any, of (x) the portion of such Taxes that relates to the portion of such taxable period ending on the Closing Date over (y) the sum of the amount of any estimated payments previously made prior to the Closing Date with respect to the taxable period for which such Taxes relate (such excess amount, the “Straddle Period Tax Excess Amount”); provided, that no amount shall be included in the computation of the Straddle Period Tax Excess Amount to the extent that such amount has been included as an asset or liability in the computation of Closing Date NWC. No payment pursuant to this ‎Section 4.5(b) shall excuse the Partners from their indemnification obligations pursuant to Section 8.1 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount taken into account in the Straddle...
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Tax Periods Beginning on or Before and Ending After the Closing Date. Orbital shall file or cause to be filed all Income Tax Returns that are required to be filed by or with respect to the income, assets or operations of the Acquired Subsidiaries for Tax periods which begin on or before the Closing Date and end after the Closing Date (the "Overlap Period"). Seller shall reimburse Orbital for any Income Taxes (that have not previously been paid by Seller as estimated Income Tax payments) required to be paid by or with respect to the income, assets or operations of the Acquired Subsidiaries with respect to an Overlap Period within fifteen days after Seller's receipt of notice from Orbital of the amount of such Income Taxes, to the extent such Income Taxes relate to Taxes for the portion of the Overlap Period that includes Pre-Closing Periods. Orbital shall pay or cause to be paid all other Income Taxes required to be paid by or with respect to the income, assets or operations of the Acquired Subsidiaries for Overlap Periods. For purposes of this Section 5.15.3, in the case of any Income Taxes that are imposed on a period basis and are payable for an Overlap Period, the portion of
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Tax Periods Beginning on or Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company for all periods which begin on or before, and end after, the Closing Date and shall pay or cause to be paid all Taxes with respect thereto. Such Tax Returns shall be prepared in a manner consistent with past practices of the Company except to the extent required by Applicable Law. The Buyer shall submit each such Tax Return to the Seller no later than twenty (20) days prior to the date for the filing thereof for Seller’s review and written approval, which shall not be unreasonably withheld, delayed or conditioned. To the extent and in the manner provided in Article XI, the Seller shall indemnify the Buyer with respect to the Taxes paid with respect to such Tax Returns in an amount equal to the portion of such Taxes which relates to the portion of the taxable period ending on the Closing Date (as determined pursuant to Section 3.3 below).
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Tax Periods Beginning on or Before and Ending After the Closing Date. Sunbelt shall prepare or cause to be prepared and file or cause to be filed all Tax Returns of the Company for Tax periods which begin on or before the Closing Date and end after the Closing Date. BAG and Sunbelt shall permit the Stockholder to review and comment on each such Tax Return prior to filing and to make such revisions to such Tax Returns as are reasonably requested by the Stockholder.
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Related to Tax Periods Beginning on or Before and Ending After the Closing 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.

  • Death After Separation from Service But Before Benefit Distributions Commence If the Executive is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Bank shall distribute to the Beneficiary the same benefits that the Executive was entitled to prior to death except that the benefit distributions shall commence within thirty (30) days following receipt by the Bank of the Executive’s death certificate.

  • Mail Received After Closing Following the Closing, Apple may receive and open all mail addressed to the Seller that Apple believes relates to the Business and, to the extent that such mail and the contents thereof relate to the Business or the Acquired Assets, deal with the contents thereof in its discretion, and to the extent that it does not relate thereto, shall promptly deliver same to Seller.

  • 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.

  • Best After-Tax Result In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of Section 10, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in the Payments being $1.00 less than the amount at which any portion of the Payments would be subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section shall be made by independent tax counsel designated by the Company and reasonably acceptable to Executive (“Independent Tax Counsel”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 9(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, Executive may, in Executive’s sole discretion and within thirty (30) days of the date on which Executive is provided with the information prepared by Independent Tax Counsel, determine which and how much of the Payments (including the accelerated vesting of equity compensation awards) to be otherwise received by Executive shall be eliminated or reduced (as long as after such determination the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to Executive equals the Reduced Amount). If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 9(b) hereof shall apply, and the enforcement of Section 9(b) shall be the exclusive remedy to the Company.

  • Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

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