Common use of Allocation for Straddle Period Clause in Contracts

Allocation for Straddle Period. For purposes of this Agreement, the amount of Taxes of a Target Company and its Subsidiaries attributable to the pre-Closing portion of any taxable period beginning before and ending after the Closing Date (the “Straddle Period”) shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period; provided, however, real and personal property Taxes (which are not based on income) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E Trade Group Inc)

AutoNDA by SimpleDocs

Allocation for Straddle Period. For purposes of this Agreement, the amount of Taxes of a Target the Company and its Subsidiaries attributable to the pre-Closing portion of any taxable period beginning before and ending after the Closing Date (the “Straddle Period”) shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period; provided, however, real and personal property Taxes (which are not based on income) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period.

Appears in 1 contract

Samples: Escrow Agreement (Virtual Radiologic CORP)

Allocation for Straddle Period. For purposes of this Agreement, the amount of Taxes of a Target the Company and its Subsidiaries attributable to for the pre-Closing portion of any taxable period beginning before and ending after the Closing Date (the “Straddle Period”) Period shall be determined based upon a hypothetical closing of the taxable Taxable year on such Closing Date Date, with the Closing Date being included in the pre-Closing portion of such Straddle Period; provided, however, provided that real and personal property and similar Taxes (which are not based on income, gains or sales) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Travelzoo)

Allocation for Straddle Period. For purposes of this Agreement, the amount of Taxes of a Target the Company and its Subsidiaries each Company Subsidiary attributable to the pre-Closing portion of any taxable period beginning before and ending after the Closing Date (the “Straddle Period”) shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period; provided, however, real and personal property Taxes (which are and any other Taxes not based on income) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bimini Mortgage Management Inc)

Allocation for Straddle Period. For purposes of this Agreement, the amount of Taxes of a Target Company and its Subsidiaries and of the Company and its Subsidiaries attributable to the pre-Closing portion of any taxable period beginning before and ending after the Closing Date (the "Straddle Period") shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period; provided, however, real and personal property Taxes (which are not based on income) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period.

Appears in 1 contract

Samples: Agreement and Plan of Mergers (E Trade Group Inc)

AutoNDA by SimpleDocs

Allocation for Straddle Period. For purposes of this Agreement, the amount of Taxes of a Target the Company and its Subsidiaries attributable to for the pre-Closing portion of any taxable period beginning before and ending after the Closing Date (the “Straddle Period”) Period shall be determined based upon a hypothetical closing of the taxable Taxable year on such Closing Date Date, with the Closing Date being included in the pre-Closing portion of such Straddle Period; providedPeriod (except to the extent of any actions outside the Ordinary Course of Business taken by the Buyer or the Company after the Closing on the Closing Date), however, provided that real and personal property Taxes (which are not based on income) shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (XL Fleet Corp.)

Allocation for Straddle Period. For purposes of this Agreement, the amount of Taxes of a Target the Company and its Subsidiaries attributable to the pre-Closing portion of any taxable period beginning before and ending after Subsidiary for the Closing Date (the “Straddle Period”) Period shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle PeriodPeriod (except to the extent of any extraordinary actions taken by Buyer on the Closing Date after the Closing); provided, however, real and personal property Taxes (which that are not based on income) income shall be determined by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period.

Appears in 1 contract

Samples: Share Purchase Agreement (Trintech Group PLC)

Time is Money Join Law Insider Premium to draft better contracts faster.