Taxable Periods Commencing before the Sample Clauses

Taxable Periods Commencing before the. Closing Date and Ending After the Closing Date The XXXXX Companies shall close their books and records as of the Effective Time. The Spectra Companies and FLIR will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to close the Taxable Periods of the XXXXX Companies as of the Effective Time (or, as of the Closing Date if a Taxable Period is not permitted to be closed as of the Effective Time). In any case where applicable law does not permit the XXXXX Companies to close their Taxable Period as of the Effective Time (or as of the Closing Date), Taxes for such Taxable Periods shall be allocated between the Spectra Companies and FLIR as follows: (a) with respect to Taxes based on income, in accordance with taxable income and losses of the XXXXX Companies, as applicable, for such portions of such period as determined from the XXXXX Companies' books and records, (b) with respect to Taxes based on sales or similar transactions, in accordance with the sales by the XXXXX Companies for such portions of such period as determined from the XXXXX Companies books and records, determined in accordance with applicable tax law, (c) with respect to ad valorem Taxes, based on the number of days in the applicable Tax Period that the asset was owned by the XXXXX Companies before the Effective Time and after the Effective Time and (d) with respect to any other Taxes not described in (a), (b) or (c) above, based on a method mutually acceptable to the Spectra Companies and FLIR. 6.3
Sample 1
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Taxable Periods Commencing before the. Closing Date and Ending After ------------------------------------------------------------------- the Closing Date ---------------- Each Member of the Consolidated Group shall close its books and records as of the Closing Date. Seller and Buyer will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to close the Taxable Periods of the Company and Xxxxxxxx International as of the Closing Date. In any case where applicable law does not permit the Company and Xxxxxxxx International to close their Taxable Periods as of the Closing Date, Taxes for such Taxable Periods shall be allocated between Seller and Buyer as follows: (a) with respect to Taxes based on income, in accordance with taxable income and losses of the Company or Xxxxxxxx International, as applicable, for such portions of such period as determined from the Company's and Xxxxxxxx International's books and records, (b) with respect to Taxes based on sales or similar transactions and ad valorem Taxes, Buyer shall be responsible for all such Taxes other than Taxes attributable to sales or property ownership prior to the Closing Date for which accruals are not reflected in the Financial Statements as of the Closing Date, and (c) with respect to any other Taxes not described in (a) or (b) above, based on a method mutually acceptable to Seller and Buyer.
Sample 1
Taxable Periods Commencing before the. Closing Date and Ending After the Closing Date Each of the SP Companies shall close its books and records as of the Closing Date. The Shareholders, the SP Companies and Buyer will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to close the Taxable Periods of the SP Companies as of the Closing Date. In any case where applicable law does not permit the SP Companies to close their Taxable Periods as of the Closing Date, Taxes for such Taxable Periods shall be allocated between the Shareholders and Buyer as follows: (a) with respect to Taxes based on income, the Shareholders shall be responsible for all Taxes on income of the SP Companies attributable to operations prior to the Closing Date for which accruals are not reflected in the Closing Balance Sheet, (b) with respect to Taxes based on sales or similar transactions and ad valorem Taxes, Buyer shall be responsible for all such Taxes other than Taxes attributable to sales or property ownership prior to the Closing Date for which accruals are not reflected in the Closing Balance Sheet, and (c) with respect to any other Taxes not described in (a) or (b) above, based on a method mutually acceptable to the Shareholders and Buyer.
Sample 1

Related to Taxable Periods Commencing before the

  • 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.

  • 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.

  • Beginning October 1, 2020, and ending October 1, 2022, the Recipient and its Affiliates shall not pay any of the Recipient’s Corporate Officers or Employees whose Total Compensation exceeded $425,000 in calendar year 2019 (other than an Employee whose compensation is determined through an existing collective bargaining agreement entered into before December 27, 2020):

  • Vesting Commencement Date Exercise Price per Share: Total Number of Shares: Type of Option: Non-Qualified Stock Option/Incentive Stock Option

  • 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.

  • 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.

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

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

  • Holding Period For the purposes of Rule 144, the Company acknowledges that the holding period of the Note may be tacked onto the holding period of the Exchange Securities, and the Company agrees not to take a position contrary to this Section 4.1.

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