Common use of Allocation Between Pre and Post Closing Periods Clause in Contracts

Allocation Between Pre and Post Closing Periods. Whenever it is necessary under this Agreement to allocate Taxes (including a liability for Taxes or prepaid Tax) between periods prior to and after the Closing Date (or determine the amount of prepaid Taxes) such Taxes shall be apportioned by assuming that the Branches had a taxable year or period which ended at the close of the Closing Date, except that any property Taxes or exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned based on time. Appropriate payments shall be made between Purchaser and Seller whenever necessary to effectuate the proper allocation of any Tax liability or prepaid Tax under this Agreement.

Appears in 6 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement (Atlantic Capital Bancshares, Inc.), Purchase and Assumption Agreement (Athens Bancshares Corp)

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Allocation Between Pre and Post Closing Periods. Whenever it is necessary under this Agreement to allocate Taxes (including a liability for Taxes or prepaid Tax) between periods prior to and after the Closing Date (or determine the amount of prepaid Taxes) such Taxes shall be apportioned by assuming that the Branches had a taxable Taxable year or period which ended at the close of the Closing Date, except that any property Taxes or exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned based on time. Appropriate payments shall be made between the Purchaser and the Seller whenever necessary to effectuate the proper allocation of any Tax liability or prepaid Tax under this Agreement.

Appears in 3 contracts

Samples: Branch Purchase and Assumption Agreement, Branch Purchase and Assumption Agreement (Waccamaw Bankshares Inc), Branch Purchase and Assumption Agreement (First Bancorp /Nc/)

Allocation Between Pre and Post Closing Periods. Whenever it is necessary under this Agreement to allocate Taxes (including a liability for Taxes or prepaid Tax) between periods prior to and after the Closing Date (or determine the amount of prepaid Taxes) ), such Taxes shall be apportioned by assuming that the Branches had a taxable year or period which ended at the close of business on the Closing Date, except that any property Taxes or exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned based on time. Appropriate payments shall be made between Purchaser and Seller whenever necessary to effectuate the proper allocation of any Tax liability or prepaid Tax under this Agreement.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Atlantic Capital Bancshares, Inc.), Purchase and Assumption Agreement (Atlantic Capital Bancshares, Inc.)

Allocation Between Pre and Post Closing Periods. Whenever it is necessary under this Agreement to allocate Taxes (including a liability for Taxes or prepaid Tax) between periods prior to and after the Closing Date (or determine the amount of prepaid Taxes) such Taxes shall be apportioned by assuming that the Branches had a taxable year or period which ended at the close of the Closing Date, except that any property Taxes or exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned based on time. Appropriate payments shall be made between Purchaser and Seller whenever necessary to effectuate the proper allocation of any Tax liability or prepaid Tax under this Agreement.. 8.2

Appears in 1 contract

Samples: Purchase and Assumption Agreement

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Allocation Between Pre and Post Closing Periods. Whenever it is necessary under this Agreement to allocate Taxes (including a liability for Taxes or prepaid Tax) between periods prior to and after the Closing Date (or determine the amount of prepaid Taxes) such Taxes shall be apportioned by assuming that the Branches had a taxable year or period which ended at the close of the Closing Date, except that any property Taxes or exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned based on time. Appropriate payments shall be made between the Purchaser and the Seller whenever necessary to effectuate the proper allocation of any Tax liability or prepaid Tax under this Agreement.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (United Community Banks Inc)

Allocation Between Pre and Post Closing Periods. Whenever it is ----------------------------------------------- necessary under this Agreement to allocate Taxes (including a liability for Taxes or prepaid Tax) between periods prior to and after the Closing Date (or determine the amount of prepaid Taxes) such Taxes shall be apportioned by assuming that the Branches had a taxable year or period which ended at the close of the Closing Date, except that any property Taxes or exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned based on time. Appropriate payments shall be made between the Purchaser and the Seller whenever necessary to effectuate the proper allocation of any Tax liability or prepaid Tax under this Agreement.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (First Bancorp /Nc/)

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