Taxable Periods Beginning Before and Ending After the Closing Date Sample Clauses

Taxable Periods Beginning Before and Ending After the Closing Date. (A) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Stock Group that are required to be filed for Taxable Periods which begin before the Closing Date and end after the Closing Date. Buyer shall provide to Seller copies of all such Returns at least twenty (20) calendar days before such Returns are required to be filed, taking into account all extensions, for Seller's approval, which approval shall not be unreasonably withheld. Seller shall notify Buyer of any proposed revisions that relate to the Pre-Closing Portion (as defined below) of such Returns within fifteen (15) calendar days after receipt of such Returns from Buyer. Buyer and Seller agree to attempt to resolve in good faith any dispute concerning the reporting of any item on such Return. In the event Buyer and Seller are unable to resolve such dispute, Buyer shall determine the final form of such Return without prejudice to Seller's right to dispute the amount of the Pre-Closing Portion of such Tax, and Buyer and Seller shall select an independent public accounting firm to determine such amount, and agree that the decision of such firm shall be binding and conclusive on both Buyer and Seller. If Seller does not dispute the amount of the Pre-Closing Portion of any Tax, based on the amount shown to be due on any Tax Return prepared pursuant to this paragraph (A), it shall pay that amount. If Seller does dispute the amount of the Pre-Closing Portion of any Tax, and such dispute is not resolved prior to the time that the Tax is required to be paid, Seller shall pay the undisputed portion of such Tax to the Buyer. In either case, such amount shall be paid by Seller to Buyer within fifteen (15) calendar days after the date on which Taxes are paid with respect to such periods. In the event that any dispute regarding the Pre-Closing Portion of such Taxes is resolved following the date on which Taxes are paid with respect to such period, and Seller's liability, as so determined, exceeds the amount previously paid by Seller hereunder, Seller shall make an additional payment equal to such excess, together with interest thereon at the Applicable Rate. Notwithstanding the foregoing, any payment by Seller pursuant to this paragraph 9.12(c)(ii)(A) shall be required only to the extent provided in Section 9.12(a)(ii).
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Taxable Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Holdings, the Company or each of Company’s Subsidiaries for taxable periods that begin before the Closing Date and end after the Closing Date. Buyer shall pay or cause to be paid with such Tax Returns all Taxes due in connection therewith, subject to Section 10.2(e).
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Taxable Periods Beginning Before and Ending After the Closing Date. Purchaser shall prepare, or cause to be prepared and file or cause to be filed, any Tax Returns for the Acquired Subsidiary for taxable periods which begin before the Closing Date and end after the Closing Date. Seller shall pay Purchaser no later than five (5) days prior to the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date. For purposes of this Section 5.10, 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 which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, 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 from the beginning of the taxable period and ending on the Closing Date and the denominator of which is the number of days in the entire taxable period and (y) in the case of any Tax based upon or related to income be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any Tax refunds for taxable periods which begin before the Closing Date and end after the Closing Date shall be shared by the parties as described in this Section 5.10(b) and in accordance with Section 5.10(a).
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Taxable Periods Beginning Before and Ending After the Closing Date. Parent shall prepare and cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods beginning before the Closing Date and ending after the Closing Date. The United States federal income tax return Form 1120 shall be subject to the Stockholder Representative's approval (which approval shall not be unreasonably withheld or delayed) and shall be delivered to the Stockholder Representative at least thirty (30) days prior to the due date (or if less than 30 (thirty) days remain before filing is due, one third (1/3) of the days remaining between Closing and the filing due date to the extent feasible).
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Taxable Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Applicable Entities for taxable periods that begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Buyer shall pay or cause to be paid with such Tax Returns all Taxes due in connection therewith, subject to Section 9.02(c). Any Taxes relating to Straddle Periods shall be apportioned between the pre-Closing Date period and post-Closing Date period, (i) in the case of any ad valorem taxes, based on a per diem basis, and, (ii) in the case of other Taxes, based on an interim closing of the books as of Closing Date, with a deemed short taxable year ending on and including the Closing Date and a second deemed short taxable year beginning on and including the day after the Closing Date (provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each period). A copy of each such Tax Return described in this shall be provided to the Seller within 30 days prior to the due date (including extensions) for the filing thereof and the Seller shall have the right to comment on each such Tax Return and suggest reasonable changes thereto in good faith, which the Seller shall incorporate therein.
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Taxable Periods Beginning Before and Ending After the Closing Date. Purchasers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns required to be filed by, on behalf of or with respect to the Company or any of its subsidiaries for Taxable Periods which begin before the Closing Date and end after the Closing Date. At least five (5) Business Days prior to the due date of any payment required to be made with respect to any such Tax Return, the Sellers shall pay to Purchasers an amount that is attributable to any Taxable Period ending on or prior to the Closing Date to the extent such amount exceeds the Tax Reserve provided on the Closing Date Balance Sheet (as finally determined pursuant to Section 2.4), as appropriately reduced; provided, HOWEVER, that any obligation of the Sellers to make any payment to Purchasers pursuant to this sentence shall be subject to the limitations on indemnification set forth in Section 5.7.
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Related to Taxable Periods Beginning 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.

  • 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

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  • 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.

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:

  • What Forms of Distribution Are Available from a Xxxxxxxxx Education Savings Account Distributions may be made as a lump sum of the entire account, or distributions of a portion of the account may be made as requested.

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

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