Book Closing Date definition
Examples of Book Closing Date in a sentence
The Parties acknowledge and agree that any profits (Gewinne) of the Company generated prior to midnight, September 30, 2011 (the “Book Closing Date”) (i.e. profits carried forward from previous fiscal years and profits from previous fiscal years where no distribution resolution has been passed) as well as any profits of the Company earned subsequent to the Book Closing Date in the current fiscal year (laufendes Geschäftsjahr) shall belong to the Purchaser.
Seller represents and warrants to Purchaser that during the period between the Book Closing Date and the Signature Date the Company has carried out its activities in the ordinary course of business and no event whatsoever has occurred which might constitute a material adverse change to the Business as conducted by the Company.
A Business Day immediately preceding the Book Closing Date or the first day of the Book Closing Period (as the case may be) is hereinafter referred to as a “Record Date”.
The Purchaser shall ensure that all Tax matters of the Company for any period ending on or before the end of the Book Closing Date shall be handled in cooperation and consultation with the Seller’s Representative.
The Registrar shall not register any transfer of Debentures on the Book Closing Date and during the Book Closing Period.
Prior to any relevant statements (whether by filing tax returns, giving official comments, filing an appeal, taking legal action or otherwise) to be made by the Company for any period ending on or before the end of the Book Closing Date to the Tax Authority the Seller’s Representative shall have the opportunity to review and provide its comments to any such statements.
The Purchaser shall pay the Seller as an additional portion of the Purchase Price the amount of any Tax Refund received by the Company after the Signature Date and relating to any period ending on or before the Book Closing Date to the extent that the Tax Refund exceeds the receivable, if any, stated in the 2011 Financial Statements.
The Seller shall not be liable in respect of any claim under Section 6.1 above, to the extent resulting from any acts post acquisition restructuring measures of the Purchaser or the Company or its Subsidiaries after the Signature Date undertaken with regard to the Company which result in an increase of the taxable income in a period commencing prior to the Book Closing Date.
Notwithstanding anything to the contrary contained in this Agreement, Seller’s indemnity shall not include any liability for Taxes or other expenses which arise solely as a result of legislation enacted subsequent to the Book Closing Date.
If the Book Closing Date or the first day of the Book Closing Period falls on a day that is not a Business Day, the Register Book shall be closed on the next Business Day, and in such case, the period between the Book Closing Date or the first day of the Book Closing Period (as the case may be) and the relevant date fixed for the purposes specified above shall be less than 14 (fourteen) days.