Pre-Closing Income Tax Returns has the meaning set forth in Section 7.4(b).
Pre-Closing Income Tax Returns means, collectively, all Income Tax Returns required to be filed by a Party or any of its Subsidiaries for a Pre-Closing Period.
Pre-Closing Income Tax Returns. The Sellers shall be responsible for any Taxes due in respect of the Pre-Closing Income Tax Returns and, to the extent the Buyer or a Company will file such Tax Returns after the Closing Date, as determined under applicable Law, shall pay to the Buyer at least five (5) days prior to the filing of such Pre- Closing Income Tax Returns all Taxes shown as due and payable, except to the extent such Taxes are included as liabilities in the determination of the Final Working Capital (which Taxes Buyer shall pay or cause to be paid). After the Closing Date, the Buyer shall be entitled to receive drafts of the Pre-Closing Income Tax Returns as they are being prepared, and the Seller Representative shall consult with the Buyer during the course of such preparation. In all events, the Seller Representative shall cause such Pre-Closing Income Tax Returns to be delivered to the Buyer for comment and approval (which approval shall not be unreasonably withheld or delayed) no later than thirty (30) days prior to the due date for filing any such Tax Return (taking into account any applicable extensions of time to file); provided, however, that the Buyer’s approval shall not be required for any Pre-Closing Income Tax Returns of Glenwood that do not report any actual Taxes owed by or imposed on Glenwood (as opposed to income or gain items flowing through for taxation by Glenwood’s members) that are prepared in accordance with the past custom and practice of Glenwood.
Examples of Pre-Closing Income Tax Returns in a sentence
The Company shall timely pay to the appropriate Governmental Entity the full amount of any Taxes due and payable by the Company with respect to such Pre-Closing Income Tax Returns.
Such Pre-Closing Income Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Company, except as required by applicable Law.
The Shareholders’ Representative shall submit each of the Pre-Closing Income Tax Returns to Purchaser for review at least thirty (30) days prior to the due date for the filing of such Pre-Closing Income Tax Return (taking into account any extensions).
The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns.
The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account).
More Definitions of Pre-Closing Income Tax Returns
Pre-Closing Income Tax Returns is defined in Section 7.2.
Pre-Closing Income Tax Returns. Each Pre-Closing Income Tax Return shall be prepared in a manner consistent with (i) applicable Laws, (ii) this Agreement, and (iii) to the extent not inconsistent with applicable Laws and this Agreement, the past practice of the Company in preparing its Income Tax Returns. Seller shall deliver each Pre-Closing Income Tax Return to Buyer not less than 30 days prior to the due date thereof for Buyer's review and comment and Buyer shall cause the Company to timely file each such stand-alone Pre-Closing Income Tax Return received from Seller pursuant to this Section 9.2(c).
Pre-Closing Income Tax Returns has the meaning set forth in Section 7.04(b).
Pre-Closing Income Tax Returns means any Tax Return for any taxable period that ends on or prior the Closing Date and that relates to Income Taxes.
Pre-Closing Income Tax Returns means any Income Tax Return of the Company for a Pre- Closing Tax Period that is due after the Closing Date. “Pre-Closing Period” has the meaning set forth in Section 6.1(a). “Pre-Closing Tax Period” has the meaning set forth in Section 10.7. “Prepaid Deposit Amount” means $223,811.38. “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. “Pro Rata Portion” means with respect to each Shareholder, an amount expressed as a percentage equal to the quotient obtained by dividing (A) amount of Transaction Consideration payable to such Shareholder pursuant to Section 2.4, by (B) the aggregate amount of Transaction Consideration payable to all Shareholders pursuant to Section 2.4, which Pro Rata Portion for each Shareholder shall be set forth on the Payment Schedule. For clarity, the sum of all Pro Rata Portions shall equal 100%. “Public Software” means any software, libraries or other code that is licensed under or is otherwise subject to free or open source licensing or distribution terms, including without limitation any versions of the following agreements, licenses or distribution models: (i) the GNU General Public License (GPL); (ii) Lesser/Library GPL (LGPL); (iii) the Common Development and Distribution License (CDDL); (iv) the Artistic License (including PERL); (v) the Netscape Public License; (vi) the Sun Community Source License (SCSL) or the Sun Industry Standards License (SISL); (vii) the Apache License; (viii) the Common Public License; (ix) the Affero GPL (AGPL); (x) the Berkeley Software Distribution (BSD); (xi) the Mozilla Public License (MPL), (xii) the Microsoft Limited Public License or (xiii) any licenses that are defined as OSI (Open Source Initiative) licenses as listed on the site xxx.xxxxxxxxxx.xxx. Software distributed under less restrictive free or open source licensing and distribution models such as those obtained under the MIT, Boost Software License, and the Beer-Xxxx Public Software licenses or any similar licenses, and any software that is a public domain dedication are also “Public Software.”
Pre-Closing Income Tax Returns shall have the meaning specified in Section 5.14(i).
Pre-Closing Income Tax Returns. All such Tax Returns shall be prepared in accordance with the past practice of the Company unless otherwise required by applicable Law. If GE, its Affiliates or the Company would reasonably be expected to be affected in any Post-Closing Period by the positions taken on such Pre-Closing Income Tax Return, Xxxxxxxx and its Affiliates shall permit GE to review and comment on such Pre-Closing Income Tax Return described in this sentence prior to the filing thereof and shall consider in good faith GE’s timely comments.