Tax Periods Ending on or Before Sample Clauses

Tax Periods Ending on or Before the Effective Time. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each Target for all periods ending on or prior to the Effective Time which are filed after the Effective Time (other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of the Company will include the operations of such Target). Parent shall permit the Company to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Company shall reimburse Parent for Taxes of each Target with respect to such periods within fifteen (15) days after payment by Parent or a 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 Post-Closing Report.
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Tax Periods Ending on or Before the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns for the Transferred Corporation for all periods ending on or prior to the Closing Date which are due after the Closing Date. Buyer shall provide (or shall cause its Subsidiaries to provide) (i) cooperation in the preparation and filing of such Tax Returns, which shall include reasonable access to the books and records of its Subsidiaries, and (ii) such powers of attorney or other instruments as are necessary to file such Tax Returns (including, if necessary, causing an appropriate authorized officer of the Transferred Corporation to sign the return). Parent shall reimburse Buyer for Taxes of the Transferred Corporation with respect to such periods within fifteen (15) days after payment by Buyer or its Affiliates to the extent such Taxes are not reflected in Taxes payable (rather than in any general Tax reserve or any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet as of the Closing Date.
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Tax Periods Ending on or Before the Closing Date. Seller will prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns for the Company and its Subsidiaries for all Tax periods that begin on or after March 12, 2015 and that end on or prior to the Closing Date that are filed after the Closing Date (“Seller Prepared Returns”). Seller will provide Buyer with copies of all such Seller Prepared Returns for Buyer’s reasonable review and comment, at least 30 days prior to the due date thereof (giving effect to any extensions thereto) (with the exception of the Seller Prepared Return for the period commencing March 12, 2015 and ending March 31, 2015, copies of which will be provided to Buyer at least 30 days prior to the filing date thereof). The Company will be responsible for paying all Texas Franchise Taxes with respect to such Seller Prepared Returns, and Seller will pay all other Taxes due with respect to such Seller Prepared Returns. 8.3
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Tax Periods Ending on or Before the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Acquired Companies for all periods ending on or prior to the Closing Date that are filed after the Closing Date. Parent shall permit the Shareholder Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall consider such comments in reasonable good faith. Pursuant to Article 10 but without limiting any of Parent’s rights under Article 10, Parent may recover from the General Escrow Fund an amount equal to such Taxes of the Acquired Companies for such periods.
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Tax Periods Ending on or Before the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods (i) ending on or prior to the Closing Date which are filed after the Closing Date, or (ii) beginning before and ending after the Closing Date (each a “Straddle Period”). Parent shall permit Xxxxx to review and comment on each such Tax Return described in the preceding sentence at least five (5) days prior to filing. Each such Tax Return shall be prepared in accordance with the Company’s past practice in preparing its Tax Returns. Parent shall not amend any Tax Return of the Company or file any Tax Return for the Company for any period (or portion thereof) ending on or prior to the Closing Date or any Straddle Period without the prior written approval of Xxxxx if such amendment would give rise to an indemnification obligation pursuant to Section 9, such approval not to be unreasonably withheld or delayed.
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Tax Periods Ending on or Before the Closing Date 63
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Related to Tax Periods Ending on or Before

  • 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.

  • 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.

  • Computation; 360-Day Year In computing interest, the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

  • Computation Period Interest on the Loans and all other amounts payable by Borrower hereunder on a per annum basis shall be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day) unless such calculation would result in a usurious rate, in which case interest shall be calculated on the basis of a 365-day year or 366-day year, as the case may be. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.

  • Measurement Period (b) In this Agreement, unless the contrary intention appears, a reference to:

  • 360-Day Year Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

  • 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.

  • VALUATION PERIOD Each Division will be valued at the end of each Valuation Period on a Valuation Date. A Valuation Period is each Business Day together with any non-Business Days before it. A Business Day is any day the New York Stock Exchange (NYSE) is open for trading, and the SEC requires mutual funds, unit investment trusts, or other investment portfolios to value their securities. ACCUMULATION VALUE The Accumulation Value of this Contract is the sum of the amounts in each of the Divisions of the Variable Separate Account and General Account. You select the Divisions of the Variable Separate Account and General Account to which to allocate the Accumulation Value. The maximum number of Divisions to which the Accumulation Value may be allocated at any one time is shown in the Schedule. ACCUMULATION VALUE IN EACH DIVISION ON THE CONTRACT DATE On the Contract Date, the Accumulation Value is allocated to each Division as elected by you, subject to certain terms and conditions imposed by us. We reserve the right to allocate premium to the Specially Designated Division during any Right to Examine contract period. After such time, allocation will be made proportionately in accordance with the initial allocation(s) as elected by you. ON EACH VALUATION DATE At the end of each subsequent Valuation Period, the amount of Accumulation Value in each Division will be calculated as follows:

  • Accounting Period The Company’s accounting period shall be the calendar year.

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