Common use of Closing of the Books Clause in Contracts

Closing of the Books. Tilly’s, the Company and the Shareholders agree that for tax purposes (including for purposes of determining the Company’s S corporation Taxable Income for its S Short Year) the Company shall allocate its items of income, gain, loss, deduction and credit for its calendar year between the S Short Year and the C Short Year in accordance with normal tax accounting rules (the so-called “closing of the books method”), as permitted by Section 1362(e)(3) of the Code. The Company will make the election permitted by Section 1362(e)(3) in a timely manner. Tilly’s, the Company and the Shareholders agree to consent to such election and to provide the Company with the statement of consent of Tilly’s and all Shareholders described in Section 1.1362-6(b) of the Treasury Regulations. Tilly’s, the Company and the Shareholders agree to make, and to provide such information and obtain such consents as are necessary to make, any comparable election required under applicable state and local income tax laws.