Pre-Closing Income Tax Returns has the meaning set forth in Section 7.4(b).
Pre-Closing Income Tax Returns has the meaning set forth in Section 6.10(c).
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.
Examples of Pre-Closing Income Tax Returns in a sentence
The Securityholder Representative shall deliver such Pre-Closing Income Tax Returns to Parent for its review and comment not later than ninety (90) days before the due date for filing (including extensions) such 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 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.
Seller shall be solely responsible for all fees, costs, fines, penalties and expenses that are imposed or arise as a consequence of Seller’s failure to timely prepare and file the Pre-Closing Income Tax Returns.
Buyer and RCP shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Pre-Closing Income Tax Returns and any Tax audit, litigation or other proceeding with respect to RW LSG Holdings with respect to taxable periods (or portions thereof) ending on or before the Closing Date.
More Definitions of Pre-Closing Income Tax Returns
Pre-Closing Income Tax Returns. All such Pre-Closing Income Tax Returns shall be prepared in accordance with past practice, except as otherwise required by Law. Seller shall provide each such Pre-Closing Income Tax Return to Buyer for Buyer’s review not later than 60 days before the due date for such Pre-Closing Income Tax Return. In the event that Buyer disagrees with any aspect of any such Pre-Closing Income Tax Return and provides written notice of such disagreement to Seller within 20 days after receipt of such Pre-Closing Income Tax Return, time being of the essence, Buyer and Seller will attempt in good faith to resolve such disagreement. In the event that such disagreement has not been resolved within five days of Seller’s receipt of the Notice of Disagreement, then the disagreement will be submitted to the Independent Accountants for resolution, in which case (A) Seller and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (B) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Buyer within 20 days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding, and conclusive on Buyer and Seller; and (C) Seller and Buyer will each bear 50% of the fees and costs of the Independent Accountants for such determination. Buyer will cause such Pre-Closing Income Tax Returns to be signed by an appropriate officer of the Company. Buyer shall prepare, or cause to be prepared, in accordance with past practice (except as otherwise required by Law) and timely file, or cause to be timely filed, all Tax Returns for the Company. for all Tax periods ending prior to the Closing Date, other than Pre-Closing Income Tax Returns. Seller shall be responsible for all Taxes relating to the Company or its Subsidiaries for all taxable periods ending before the Closing Date. Seller shall report Seller’s distributive share of all items of income, gain, loss, deduction and credit reported on the Company’s Pre-Closing Income Tax Returns on Seller’s individual federal, state and local Income Tax Returns, as appropriate, and pay Tax...
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 is defined in Section 9.2.1.
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 to 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 in a manner consistent with past practice, except as required by applicable Law. The Representative shall deliver copies of each such Tax Return (and related workpapers) to Purchaser for its review and approval (such approval not to be unreasonably withheld, conditioned or delayed) at least forty-five (45) days prior to the due date (including any extensions thereof) for filing such Tax Return, but not earlier than twenty-five (25) days following the Closing Date. Purchaser shall notify the Representative of any disputed issues with respect to any such Tax Return within fifteen (15) days from the date on which the Representative provides such Tax Return to Purchaser. The Representative and Purchaser shall attempt in good faith to reach agreement with respect to any issue resulting from any review of any such Tax Return.