Pre-Closing Date Taxable Period definition

Pre-Closing Date Taxable Period means a Taxable Period that ends on or before the Closing Date and the portion of any Straddle Period that ends on and includes the Closing Date.
Sample 1Sample 2
Pre-Closing Date Taxable Period means any taxable period ending on or before the Closing Date and that portion of any taxable period beginning on or before the Closing Date and ending after the Closing Date up to and including the Closing Date. The determination whether and to what extent an amount of Tax is attributable to a Pre-Closing Date Taxable Period shall be made in accordance with Section 17.1.
Sample 1Sample 2
Pre-Closing Date Taxable Period means any taxable period (or portion thereof) ending on or before the Closing Date. Except as provided in the following sentence, for the purpose of appropriately apportioning any Taxes relating to a Straddle Period to a Pre-Closing Date Taxable Period, such apportionment shall be made assuming that the Company had a taxable year that ended at the close of business on the Closing Date. In the case of property Taxes and similar Taxes which apply ratably to a taxable period, the amount of Taxes allocable to the portion of the Straddle Period that is a Pre-Closing Date Taxable Period shall equal the Tax for the period multiplied by a fraction, the numerator of which shall be the number of days in the period up to and including the Effective Date, and the denominator of which shall be the total number of days in the period.
Sample 1

Examples of Pre-Closing Date Taxable Period in a sentence

  • To the extent that Sellers are or become subject to a Tax Proceeding with respect to a Pre-Closing Date Taxable Period, whether before or after the Closing Date, Buyer acknowledges that Sellers may desire access to certain Transferred Employees after the Closing Date to obtain information that may be relevant to such Tax Proceeding.

  • Seller shall prepare and timely file, or cause to be prepared and timely filed, (i) all Tax Returns in respect of Seller Consolidated Taxes and (ii) all Tax Returns (other than those described in clause (i) hereof) that are required to be filed by or with respect to the Acquired Companies for a Pre-Closing Date Taxable Period other than a Tax Return for a Straddle Period (those Tax Returns described in clause (ii) hereof, “Pre-Closing Date Tax R eturns”).

  • Buyer and Sellers agree that any such property tax refunds or tax payments related to any Pre-Closing Date Taxable Period are the sole entitlement or obligation of the Sellers to the extent of Sellers’ ownership percentage in the Xxxxxx Xxxxx Company as of the Closing Date.

  • Seller shall prepare and timely file, or cause to be prepared and timely filed, (i) all Tax Returns in respect of Seller Consolidated Taxes and (ii) all Tax Returns (other than those described in clause (i) hereof) that are required to be filed by or with respect to the Acquired Companies for a Pre-Closing Date Taxable Period other than a Tax Return for a Straddle Period (those Tax Returns described in clause (ii) hereof, “ Pre-Closing Date Tax Returns”).


More Definitions of Pre-Closing Date Taxable Period

Pre-Closing Date Taxable Period means any taxable period ending on or before the date immediately preceding the Closing Date. Notwithstanding anything to the contrary herein, any franchise Tax shall be allocated to the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such franchise Tax.
Sample 1

Related to Pre-Closing Date Taxable Period

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Initial Distribution Date means the date occurring as soon as reasonably practicable after the Effective Date when distributions under the Plan shall commence.

  • Additional Closing Date shall have the meaning set forth in Section 2.3.2.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year with respect to which any Tax may be imposed under any applicable statute, rule or regulation.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Final Distribution Date The Distribution Date on which the final distribution in respect of the Certificates is made pursuant to Section 9.01.

  • Scheduled Final Distribution Date No.: H-1 September 15, 2021 This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing properties and held in trust by the Trustee and serviced by the applicable Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-1D, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-5, Class A-1S, Class A-M, Class A-J, Class A-1A, Class XP, Class B, Class C, Class D, Class E, Class F, Class XS, Class G, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class T, Class R and Class LR Certificates (together with the Class H Certificates, the "Certificates"; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as "Certificateholders"). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of October 1, 2006 (the "Pooling and Servicing Agreement"), by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Capmark Finance Inc., as servicer (the "Capmark Servicer") with respect to all of the Mortgage Loans other than the mortgage loans known as the Ala Moan Portfolio Loan and the Fair Lakes Office Portfolio Loan which are being serviced by Wachovia Bank, National Association (the "Wachovia Servicer" and collectively with the Capmark Servicer, the "Servicers"), J.E. Robert Company, Inc., as specixx xexxxxxx (the "Special Servicer") and LaSalle Bank National Association, as trustee, (the "Trustee") and Paying Agent. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Trustee makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Trustee under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other than the final distribution on any Certificate), on the tenth day of each month, or if such day is not a Business Day, the Business Day immediately following such day, commencing in November 2006 (each such date, a "Distribution Date") an amount equal to such Person's pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class H Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. During each Interest Accrual Period (as defined below), interest on the Class H Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.