Asset Closing Date means the date on which the sale and purchase of the Target Assets takes place, or in other words, date on which the Target Assets are transferred to XJK and the registration of such transfer is completed in accordance with the procedures required by Applicable Laws.
The Company shall pay to the IRS all Taxes due (or shall receive all refunds) in connection with the filing of the Company's consolidated federal income Tax Return for any and all Company fiscal years which begin before the Asset Closing Date and with respect to which Cygnet or an Affiliate of Cygnet was a member of the Company's federal consolidated group for all or a portion of such year.
Second, Taxes for the Tax Period from the Cutoff Date through the Asset Closing Date shall be computed by prorating the activities of the calendar month which includes the Asset Closing Date on a daily pro rata basis.
Except as otherwise provided in this Agreement, the term "Affiliate" shall refer to Affiliates of a Person determined immediately after the Asset Closing Date.
In the event Cygnet or any member of the Cygnet Group desires to carry back a loss or other Tax attribute arising after the Asset Closing Date (the "Cygnet Carryback") to a Pre-Closing Period with respect to a joint, combined, consolidated or unitary Tax Return, Cygnet shall notify the Company in writing of its intent to carry back such item (and to forego any election to waive such Carryback).
The date on which the Asset Closing is actually held is referred to herein as the Asset Closing Date.