Taxable Periods Commencing After the Closing Date Sample Clauses

Taxable Periods Commencing After the Closing Date. Purchaser and ------------------------------------------------- the Acquired Companies, jointly and severally, shall be liable for, and shall indemnify and hold the Seller Group harmless against, any and all liability for Taxes imposed on any Acquired Company for any Post Closing Period or any taxable year or taxable period commencing after the Closing Date.
Sample 1
AutoNDA by SimpleDocs
Taxable Periods Commencing After the Closing Date. The Surviving Corporation shall be solely liable for all Taxes of the Surviving Corporation for all taxable years and periods commencing after the Closing Date. The Surviving Corporation shall cause to be prepared and duly filed all tax returns of the Surviving Corporation for taxable periods commencing after the Closing Date. Surviving Corporation shall pay all Taxes shown to be due on such returns for all periods covered by such returns.
Sample 1
Taxable Periods Commencing After the Closing Date. The Buyer will be liable for, will pay and will indemnify and hold the Sellers or any of their Affiliates harmless against, any and all Taxes of any Acquired Company for any taxable year or taxable period commencing after the Closing Date and for any Taxes accrued on the Closing Date Balance Sheet, other than any Taxes resulting from Section 338(h)(10) Elections.
Sample 1
Taxable Periods Commencing After the Closing Date. Buyer shall be solely liable for all taxes of the Company for all Taxable years and periods commencing after the Closing Date. Buyer shall cause to be prepared and duly filed all Tax Returns of the Company for Taxable periods commencing after the Closing Date. Buyer shall pay all Taxes shown to be due on such Tax Returns for all periods covered by such Tax Returns. Except to the extent provided in Section 7.1(c) below, Buyer shall be liable for, and shall indemnify and hold harmless Seller against, any and all Taxes for any Taxable year or Taxable period commencing after the Closing Date due or payable by the Company.
Sample 1
Taxable Periods Commencing After the Closing Date. Buyer shall pay or cause to be paid all Taxes of the CenturyTel Entities for all Taxable years and periods commencing after the Closing Date. Buyer shall cause to be prepared and duly filed all Tax Returns of the CenturyTel Entities for Taxable periods commencing after the Closing Date.
Sample 1
Taxable Periods Commencing After the Closing Date. Buyer shall be liable for, shall pay and shall indemnify and hold the Sellers harmless against, any and all Taxes (including Section 338 Incremental Taxes) of the Company for any taxable year or taxable period commencing after the Closing Date (other than Sellers' Income Taxes as provided for in Section 5.4(b)(i)). (iii) Taxable Periods Commencing On or Before the Closing Date and Ending After the Closing Date. Any Taxes for a taxable period beginning on or before the Closing Date and ending after the Closing Date (the "Closing Period") with respect to the Company shall be apportioned between the Sellers and Buyer as if the Closing Period had ended at the Closing but with the Sellers bearing all Seller's Income Taxes and the effect of all the operations of the Company through and including the Closing Date and Buyer bearing the Section 338 Incremental Taxes. With respect to any Taxes for the Closing Period: (A) at least fifteen (15) days prior to the due date for the payment of Taxes with respect to the Closing Period, Buyer shall present the Sellers with a schedule detailing the computation of the Closing Period Tax; (B) ten (10) days after Buyer presents Sellers with the schedule described in clause (A) above, the Sellers shall pay to the Internal Revenue Service when due (or to the Company if such amounts have been paid by the Company) the amount of the undisputed Closing Period Tax (and, upon resolution, any disputed Closing Period Tax if resolved against Sellers pursuant to paragraph (f) hereof) as computed by Buyer, and Buyer shall pay all other Taxes with respect to the Closing Period. (c)
Sample 1
Taxable Periods Commencing After the Closing Date. Purchaser shall be solely liable for all Taxes of the Pinehurst Entities for all Taxable years and periods commencing after the Closing Date. Purchaser shall cause to be prepared and duly filed all Tax Returns of the Pinehurst Entities for Taxable periods commencing after the Closing Date. Purchaser shall pay all Taxes shown to be due on such Tax Returns for all periods covered by such Tax Returns. Except to the extent provided in Section 7.6(c) below, Purchaser shall be liable for, and shall indemnify and hold harmless ClubCorp and Pinehurst Company against, any and all Taxes for any Taxable year or Taxable period commencing after the Closing Date due or payable by Purchaser or the Pinehurst Entities.
Sample 1
AutoNDA by SimpleDocs
Taxable Periods Commencing After the Closing Date. Buyer shall be solely liable for all Taxes of the Company for all Taxable years and periods commencing after the Closing Date. Buyer shall cause to be prepared and duly filed all Tax Returns of the Company for Taxable periods commencing after the Closing Date. Buyer shall pay all Taxes whether or not shown to be due on such Tax Returns for all periods covered by such Tax Returns. Notwithstanding the foregoing, except to the extent provided in Section 7.1(c) below, Buyer shall be liable for, and shall indemnify and hold harmless Sellers against, any and all Taxes for any Taxable year or Taxable period commencing after the Closing Date due or payable by the Company, but expressly excluding any and all Taxes related to the surrender, cancellation or other transfer of the life insurance policies described in Section 7.4 hereof.
Sample 1

Related to Taxable Periods Commencing 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.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

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

  • HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

  • 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.

  • Transition Period Upon termination of this Agreement, and for 90 consecutive calendar days thereafter (the “TRANSITION PERIOD”), Executive agrees to make himself available to assist the Company with transition projects assigned to him by the Board. Executive will be paid at a reasonable, agreed upon hourly rate for any work performed for the Company during the Transition Period.

  • Lock-Up Period Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.

  • Tolling Period If it becomes necessary or desirable for the Corporation to seek compliance with the provisions of Section 14.2 by legal proceedings, the period during which Grantee shall comply with said provisions will extend for a period of twelve (12) months from the date the Corporation institutes legal proceedings for injunctive or other relief.

Time is Money Join Law Insider Premium to draft better contracts faster.