OR BEFORE THE CLOSING DATE Clause Samples

OR BEFORE THE CLOSING DATE. The Stockholders shall prepare or cause to be prepared and file or cause to be filed, at the Stockholders' expense, all federal and state income Tax Returns for the Companies and the Subsidiaries for all periods (or portions thereof) ending on or prior to the Closing Date which are filed after the Closing Date. The Stockholders shall permit Cordant to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by applicable law, the Stockholders shall include any income, gain, loss, deduction or other Tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s furnished to the Stockholders for such periods.
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OR BEFORE THE CLOSING DATE. The Shareholder shall be liable for, and shall indemnify and hold Buyer and the Company harmless against, all Taxes due or payable by or with respect to the Company for any taxable year (I.E., the taxable year ended December 31, 2001) or taxable period (I.E., the taxable period beginning on January 1, 2002 and ending on the Closing Date) ending on or prior to the Closing Date ("PRE-CLOSING TAXES").
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OR BEFORE THE CLOSING DATE. The Turecamo Stockholders shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Turecamo Entities for all periods ending on or prior to the Closing Date which are filed after the Closing Date including all requisite state and federal income Tax Returns for the Turecamo Entities for their 1997 fiscal year and for the period from January 1, 1998 through and including the day prior to the Closing Date. The Turecamo Stockholders shall permit ▇▇▇▇▇ Enterprises to review and comment on each such Tax Return described in the preceding sentence prior to filing.
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OR BEFORE THE CLOSING DATE. The Stockholder of each Member (in the case of PCS, IPLLC, and in the case of Kerman, KCI), or any designated representative thereof, shall have the obligation to prepare all Tax Returns that are required to be filed by or with respect to the income, assets, or operations of that Stockholder's affiliated Member for all taxable years or other taxable periods ending on or prior to the Closing Date with respect to that Member (a "MEMBER PRE-CLOSING PERIOD"). Each such Tax Return shall be submitted to UbiquiTel Parent at least 30 days prior to filing for approval, which shall not be unreasonably withheld. Except as provided in this Section 11.6 and in Section 11.7 with respect to the ▇▇▇▇▇ Merger, UbiquiTel Parent shall have the exclusive obligation and authority to timely file or cause to be timely filed all Tax Returns that are required to be filed by or with respect to the income, assets or operations of a Member or any successor thereto, LLC and LLC Subsidiary.
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OR BEFORE THE CLOSING DATE. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Taxes (including, without limitation, the Michigan Single Business Tax and the Canadian capital tax) based upon or relating to income (such Taxes (including penalties and interest thereon), "INCOME TAXES") (such Tax Returns, "INCOME TAX RETURNS") for the Company or any of its Subsidiaries for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall permit the Representative to review and comment on each such Income Tax Return described in the preceding sentence prior to filing. The Sellers will jointly and severally reimburse Buyer for the amount of all Income Taxes relating to any taxable period (or partial period) ending on or prior to the Closing Date, regardless of the time for filing the income tax returns for such taxable period. Such payments shall be made within two business days of payment by the Buyer, any of its Subsidiaries or Affiliates of such Income Taxes.
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OR BEFORE THE CLOSING DATE. Seller shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns that are required to be filed for the Stock Group for all Taxable Periods ending on or prior to the Closing Date, provided that, with respect to any such Tax Returns to be filed after the Closing Date, Seller shall prepare or cause to be prepared and Buyer shall file or cause to be filed such Tax Return. All such Tax Returns shall be prepared in a manner consistent with prior practice of the relevant member of the Stock Group. Seller shall pay, or cause to be paid, all Taxes due with respect to such taxable periods, provided that with respect to any such Tax Returns to be filed after the Closing Date, Buyer shall pay or cause to be paid all such Taxes, and Seller shall reimburse Buyer for Taxes of such Subsidiaries with respect to such periods within fifteen (15) days after payment by Buyer of such Taxes, in each case to the extent provided in Section 9.12(a)(ii).
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OR BEFORE THE CLOSING DATE. Shareholders shall cause Infohiway to prepare or cause to be prepared and file or cause to be filed all Tax Returns for Infohiway for all periods ending on or prior to the Closing Date, including but not limited to the short year return from January 1, 1998 through the Closing Date, which are filed after the Closing Date. Shareholders shall be individually responsible for the costs of preparation of such tax returns and any and all taxes due and owing for such tax returns. Shareholders shall permit RMI to review and comment on each such Tax Return described in the preceding sentence prior to filing.
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Related to OR BEFORE THE CLOSING DATE

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ llp, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on November 7, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Postponement of Closing Date In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.

  • Conditions to the Closing Date The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.