Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof. (b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cvent Inc)
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to In the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods case of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a taxable period that begins on or before the Closing Date and ends after the Closing Date thereafter (each a “Straddle Period”) shall be determined in accordance ), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable respect to the Company Transferred Assets (such Taxes, “Covered Taxes”) for the Pre-Closing such Straddle Period shall be determined assuming that the Company uses the accrual method of Tax accounting and allocated (a) to the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined ending on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion an amount equal to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to for the Pre-Closing Period of a entire Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-portion of the Straddle Period ending on (and including) the Closing Period Date and the denominator of which is the total number of days in the entire Straddle Period, and shall be an Excluded Liability, and (b) to the portion of such Straddle Period beginning after the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax periodReturn that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxes.
Appears in 3 contracts
Samples: Asset Purchase Agreement (DISH Network CORP), Asset Purchase Agreement (T-Mobile US, Inc.), Asset Purchase Agreement (SPRINT Corp)
Allocation of Certain Taxes. (ai) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of If the Company as of and including the Closing Date. In any case where Applicable Law does is permitted but not require or permit such a Taxable period of the Company required under applicable income tax laws to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, then the parties shall be determined in accordance with treat that day as the applicable provisions last day of Section 8.02(b) hereofa taxable period.
(bii) In the case of any Tax described taxes arising in a taxable period of the Company that includes, but does not end on, the Closing Date, except as provided in Section 8.01(a) that is based on income20(c)(iii), sales, revenue, production or similar items, or other Taxes not described in the next sentence, allocation of such Tax pertaining or attributable to taxes between the Company for the Prepre-Closing Period period and the post-Closing period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For the avoidance of doubt, for purposes of this Section 8.0220, any tax resulting from the transactions contemplated by this Agreement and any tax resulting from sale by Seller of the Membership Interests is attributable to the pre-Closing period and therefore to Seller.
(iii) 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 liability for any Taxes not described Closing Date, the portion of such tax which relates to the portion of such taxable period ending on the Closing Date shall (A) in the preceding sentencescase of any taxes, including any real other than taxes based upon or personal property Taxes related to income or a flat minimum dollar Taxreceipts, or franchise taxes, be deemed to be the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax tax for the entirety of such Straddle Period, entire taxable period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-taxable period ending on the Closing Period Date and the denominator of which is the total number of days in such Tax the entire taxable period, and (B) in the case of any tax based upon or related to income or receipts, or franchise taxes, be deemed equal to the amount which would be payable if the relevant taxable period ended as of the end of the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Company.
Appears in 3 contracts
Samples: Membership Interest Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.), Membership Interest Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.), Membership Interest Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.)
Allocation of Certain Taxes. (ai) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of If the Company as of and including is permitted but not required under applicable income tax laws to treat the Closing Date. In any case where Applicable Law does not require or permit such date as the last day of a Taxable period taxable period, then the parties shall treat that day as the last day of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereoftaxable period.
(bii) In the case of any Tax described taxes arising in a taxable period of the Company that includes, but does not end on, the Closing date, except as provided in Section 8.01(a) that is based on income26(c)(iii), sales, revenue, production or similar items, or other Taxes not described in the next sentence, allocation of such Tax pertaining or attributable to taxes between the Company for the Prepre-Closing Period period and the post-Closing period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each perioddate. For the avoidance of doubt, for purposes of this Section 8.0226, any tax resulting from the transactions contemplated by this Agreement and any tax resulting from sale by Seller of the Membership Interests is attributable to the pre-Closing period and therefore to Seller.
(iii) 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 liability for any Taxes not described Closing date, the portion of such tax which relates to the portion of such taxable period ending on the Closing date shall (A) in the preceding sentencescase of any taxes, including any real other than taxes based upon or personal property Taxes related to income or a flat minimum dollar Taxreceipts, or franchise taxes, be deemed to be the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax tax for the entirety of such Straddle Period, entire taxable period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-taxable period ending on the Closing Period date and the denominator of which is the total number of days in such Tax the entire taxable period, and (B) in the case of any tax based upon or related to income or receipts, or franchise taxes, be deemed equal to the amount which would be payable if the relevant taxable period ended as of the end of the Closing date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Company.
Appears in 3 contracts
Samples: Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.), Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.), Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Allocation of Certain Taxes. (a) The Equityholders Buyers and Buyer willSeller agree that if Seller is permitted but not required under applicable Tax Laws to treat the Closing Date as the last day of a taxable period, Buyers and Seller shall treat such day as the last day of a taxable period with respect to the extent permitted by Applicable LawBusiness and the Acquired Assets;
(b) For purposes of this Agreement, elect with a Tax shall be deemed incurred in a taxable period or portion thereof ending on or prior to the appropriate Taxing Authorities Closing Date if the Tax is (under applicable Tax law) attributable to close a taxable period or portion thereof ending on or prior to the Taxable periods Closing Date (regardless of the Company as of whether such Tax is due and including payable after the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date) and, in this regard, any Tax described in Section 8.01(a) and pertaining to Taxes for a taxable period that begins on or beginning before the Closing Date and ends ending after the Closing Date (a “Straddle Period”) relating to the direct or indirect ownership or operation of the Acquired Assets or the Business shall be determined in accordance with apportioned for purposes of this Agreement between the applicable provisions portion of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based taxable period ending on income, sales, revenue, production or similar items, or other Taxes not described in and including the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting Date and the portion of the taxable period following the Closing Date as follows: (i) in the case of Taxes such as property Taxes, ad valorem Taxes, and similar Taxes imposed on a periodic basis, the portion of any such Tax pertaining or that is attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing portion of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated period ending on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion shall be considered to equal the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) for such Tax for the entirety of such Straddle Periodtaxable period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-portion of such taxable period that ends on the Closing Period Date and the denominator of which is the total number of days in the entire taxable period and (ii) in the case of all other Taxes that are imposed on, or are based in whole or in part on, income, gross receipts, operations or payroll of Seller or Buyers (such Tax periodas income and franchise Taxes, payroll Taxes, and sales and use, value added, and goods and services Taxes), the portion of such Taxes which is attributable to the portion of such taxable period ending on the Closing Date shall be determined by closing the books of Seller or Buyers, as applicable, as of the end of the day on the Closing Date. For purposes hereof, Taxes attributable to any period or portion thereof ending on or prior to the Closing Date shall include Taxes based in whole or in part on income, gain, or receipts that accrue or are received on or prior to the Closing Date, payroll Taxes attributable to compensation for services performed on or prior to the Closing Date, sales, use, value added, goods and services and similar Taxes imposed on sales or gross receipts that accrue or are received on or prior to the Closing Date (other than Taxes apportioned pursuant to Section 8.1(c)) and Taxes attributable to the ownership of property during periods on or prior to the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Ariba Inc)
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to To the extent permitted or required by Applicable LawLaw or administrative practice, elect with the appropriate Taxing Authorities to close the Taxable periods taxable year of each of the Company Transferred Entities which includes the Closing Date shall be treated as of closing on (and including including) the Closing Date. In For purposes of this Agreement, where it is necessary to apportion between Seller and Purchaser the Tax liability of any case where Applicable Law does not require or permit such a Taxable period of the Company Transferred Entities (or with respect to be closed the Transferred Receivables) for a Straddle Period (which is not treated under the immediately preceding sentence as of and including closing on the Closing Date), any Tax described in Section 8.01(a) and pertaining such liability shall be apportioned between the period deemed to a period that begins on or before end at the close of the Closing Date and ends after the period deemed to begin at the beginning of the day following the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after end of the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02or, the liability for any Taxes not described in the preceding sentences, including any case of Taxes imposed on a periodic basis (such as real or personal property Taxes, but not gross receipts, sales or use Taxes or a flat minimum dollar TaxTaxes based upon or related to income), the total amount of such liability for such Straddle Period that shall be apportioned to the period ending at the close of the Closing Date shall be the amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety entire period (or, in the case of such Straddle PeriodTaxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by (ii) a fraction, the numerator of which is the number of calendar days for such Tax period included in the Pre-Straddle Period ending on and including the Closing Period Date and the denominator of which is the total number of calendar days in the entire relevant Straddle Period; provided that in the case of a Straddle Period of a CFC, the amount includible under Section 951 of the Code (and any related foreign Tax credit under Section 960 of the Code) in respect of such CFC that is attributable to the Pre-Closing Period portion of the Straddle Period shall be determined based on a closing of the books as of the Closing as if the taxable year of the CFC had ended on the Closing Date (for the avoidance of doubt, it being agreed and understood that such amount shall not give rise to an Indemnified Tax perioduntil such time as the actual inclusion of such amount as provided under Section 951 results in an actual Tax liability determined on a with and without basis). For the avoidance of doubt, any Taxes relating to the Restructuring and any Taxes resulting from the inclusion by any of the Transferred Entities of any “deferred intercompany gain” pursuant to Treasury Regulation Section 1.1502-13 or “excess loss account” pursuant to Treasury Regulation Section 1.1502-19 upon the sale of the Transferred Interests shall be allocated to the Pre-Closing Period.
Appears in 1 contract
Allocation of Certain Taxes. (ai) The Equityholders and Buyer willFor purposes of this Agreement, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) Straddle Period, the amount of any ad valorem property Taxes or other Taxes imposed on the Company or the Company Subsidiaries that is based on are not measured by income, gross receipt, payments, sales, revenue, production withholding or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company payroll for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall ending on the Closing Date will be deemed to be the product amount of (i) such Tax for the entirety of such entire Straddle Period, Period multiplied by (ii) a fraction, fraction the numerator of which is the number of days for such Tax period included in the Pre-Straddle Period ending on the Closing Period Date and the denominator of which is the total number of days in such Straddle Period, and the amount of any Taxes imposed on the Company or any of its Subsidiaries measured by income, receipts, profits, payments, sales, or payroll or similar Taxes for the portion of such period ending on the Closing Date will be determined based on an interim closing of the books as of the end of the day on the Closing Date or, in the case of any such Taxes attributable to an equity interest in any partnership or other flow-thru entity, as if the Taxable year of such partnership or other flow-thru entity ended as of the close of business on the Closing Date (and for such purpose the taxable period of any foreign Subsidiary shall be deemed to terminate at the end of the day on the Closing Date).
(ii) The Parties shall, to the extent permitted by applicable Law, elect with the relevant Tax periodauthorities to treat for all income Tax purposes the Closing Date as the last day of a taxable period of the Company and each Company Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, any Tax deductions attributable to the amounts that constitute success-based fees within the scope of Revenue Procedure 2011-29, 2011-18 IRB 746 paid by the Seller, the Company or any Company Subsidiary in connection with the transactions contemplated by this Agreement shall be included as deductions in the Seller-Prepared Tax Returns to the extent permitted by applicable Law, assuming that a safe harbor election is made pursuant to Revenue Procedure 2011-29, 2011-18 IRB 746.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fiesta Restaurant Group, Inc.)
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods For purposes of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.this Agreement:
(bi) In the case of Taxes that are payable with respect to any Tax described Straddle Period that are either (A) based upon or related to income or receipts or (B) imposed in Section 8.01(aconnection with any sale or other transfer or assignment of property (real or personal, tangible, or intangible) (other than Transfer Taxes), the portion of any such Taxes that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable the Straddle Period ending on and including the Closing Date will be, deemed equal to the Pre-Closing Period of any Straddle Period shall amount that would be determined payable as computed on the basis of an interim a “closing of the books as books” basis if the relevant Straddle Period of the Company and including each Company Subsidiary (and each partnership in which the Company or any Company Subsidiary is a partner) ended with (and included) the Closing Date; provided, that exemptions, allowances allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall ) will be allocated between the Pre-Closing portion of the Straddle Period ending on and the period after including the Closing Date and the remainder of such Straddle Period in proportion to the number of days in each period. For purposes
(ii) In the case of this Section 8.02Taxes that are payable with respect to any Straddle Period that are imposed on a periodic basis with respect to the assets or capital of the Company or any Company Subsidiary, the liability for portion of any such Taxes not described in that is attributable to the preceding sentences, portion of the Straddle Period ending on and including any real or personal property Taxes or a flat minimum dollar Tax, the total Closing Date will be deemed to be the amount of such Taxes allocable to for the Pre-Closing Period of a entire Straddle Period shall be (or, in the product case of (i) such Tax Taxes determined on an arrears basis, the amount of such Taxes for the entirety of such Straddle Periodimmediately preceding period), multiplied by (ii) a fraction, the numerator of which is the number of calendar days for such Tax period included in the Pre-portion of the Straddle Period ending on and including the Closing Period Date, and the denominator of which is the total number of calendar days in the entire Straddle Period. Notwithstanding anything to the contrary herein, any franchise Tax shall be allocated to the period during which the income, operations, assets or capital comprising the base of such Tax periodis measured, regardless of whether the right to do business for another period is obtained by the payment of such franchise Tax.
(iii) For purposes of determining Net Working Capital or Indemnified Taxes, Taxes that are solely attributable to transactions that Acquiror causes to occur on the Closing Date but after the Closing and that are not incurred in the ordinary course of business of the Company or any Company Subsidiary or otherwise contemplated by this Agreement (or any documents, instruments and other agreements referred to herein or delivered pursuant hereto) shall be considered to be attributable to the Taxable period (or portion thereof) that begins on the day following the Closing Date.
Appears in 1 contract
Allocation of Certain Taxes. For all purposes of this Agreement:
(a) The Equityholders and Buyer willIf each ProjectCo is permitted but not required under applicable U.S. federal, state, local or non-U.S. income Tax laws to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, then the Parties shall be determined in accordance with treat that day as the applicable provisions last day of Section 8.02(b) hereofa taxable period.
(b) In the case of any Tax described Taxes for a taxable period of each ProjectCo that includes, but does not end on, the Closing Date, except as provided in Section 8.01(a) that is based on income8.2(c), sales, revenue, production or similar items, or other the allocation of such Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for between the Pre-Closing Period and the period beginning the day after the Closing Date (the “Post-Closing Period”) shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided, that exemptions, allowances or deductions that are calculated .
(c) In the case of any Taxes imposed on an annual a periodic basis (including depreciation and amortization deductions), other than with respect to such as real property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or Taxes) that are payable for a flat minimum dollar Taxtaxable period that includes, but does not end on, the total amount Closing Date, the portion of such Taxes allocable Tax which relates to the Pre-Closing Period of a Straddle Period shall be deemed to be the product amount of (i) such Tax for the entirety of such Straddle Period, entire taxable period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in the entire taxable period. However, any such Tax periodTaxes attributable to any property that was owned by any ProjectCo at some point in the Pre-Closing Period, but is not owned as of or after the Closing Date shall be allocated entirely to the Pre-Closing Period, and any such Taxes attributable to any property that was not owned by any ProjectCo at any point in the Pre-Closing Period shall be allocated entirely to the Post-Closing Period.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (New Jersey Resources Corp)
Allocation of Certain Taxes. (aA) The Equityholders and Buyer will, Subject to the extent permitted by Applicable Lawprovisions of Section (iii) above, elect with any Taxes other than Income Taxes ("Non-Income Taxes"), refunds or credits of non-income Taxes for a Straddle Period pertaining to the appropriate Taxing Authorities to close Purchased Assets and reflected in a Tax Return covering the Taxable periods Straddle Period (a "Straddle Period Return") will be apportioned between the Purchaser and the Sellers based on the number of days during the portion of the Company as of assessment period occurring on and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including before the Closing Date, any Tax described in Section 8.01(aand the number of days during such period occurring after the Closing Date, and for purposes of Sections (v), (vi) and pertaining (viii), each portion of such period will be deemed to be a period that begins on Tax Period (whether or not it is, in fact, a Tax Period).
(B) To the extent estimated Non-Income Taxes have been paid before the Closing Date and ends after the Closing Date (with respect to a “Straddle Period”) , the Sellers' Liability with respect thereto shall be determined in accordance with reduced by that amount, provided that, if such payment or accrual of Non-Income Taxes exceeds the applicable provisions Sellers' Liability as calculated pursuant to this Section (vii), the Purchaser shall promptly pay the Sellers the amount of Section 8.02(b) hereofsuch excess.
(bC) In Prior to 45 days from the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period due date of any Straddle Period shall be determined on Return, the basis of an interim closing Purchaser will allow the Sellers (or the tax advisors or accountants of the books Sellers, as the case may be) to review such Straddle Period Return and related work papers for the purpose of and including determining the accuracy of the amount of Non-Income Taxes determined to be due from, or due to, the Sellers.
(D) The Sellers or the Purchaser, as the case may be, will pay the other at least 10 days prior to the date any payment for Non-Income Taxes described in this Section (vii) is due.
(E) The Sellers also agree not to change any accounting methods or take any filing position inconsistent with Tax Returns filed for prior Tax Periods to the extent that taking such position could result, directly or indirectly, in an increase in any Taxes of the Purchaser for any Tax Periods ending after the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than without first consulting with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax periodPurchaser.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, Parties agree that if any entity transferred to the extent LLC is permitted by Applicable Lawbut not required under applicable foreign, elect with state or local Income Tax laws to treat the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including day before the Closing Date. In any case where Applicable Law does not require Date or permit such a Taxable period of the Company to be closed as of and including the Closing DateDate as the last day of a taxable period, such day shall be treated as the last day of a taxable period.
(b) For purposes hereof, in the case of any Tax described in Section 8.01(a) Taxes that are imposed on a periodic basis and pertaining to are payable for a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on incomeDate, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable that shall be deemed to be payable for the Pre-portion of the period ending on the Closing Period Date shall (i) in the case of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions)Taxes, other than with respect Taxes based upon or related to property placed in service after income or receipts, be deemed to be the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety entire period (or, in the case of such Straddle PeriodTaxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), whether actually paid before, during, or after such period, multiplied by (ii) a fraction, fraction the numerator of which is the number of calendar days for such Tax period included in the Pre-period ending on (and including) the Closing Period Date and the denominator of which is the total number of calendar days in the entire period, and (ii) in the case of any Taxes based upon or related to income or receipts (including but not limited to withholding Taxes), be deemed equal to the amount which would be payable if the taxable year ended on the close of business on the Closing Date. Any credits for such Tax perioda period shall be prorated, based upon the fraction employed in clause (i) of the preceding sentence. Such clause (i) shall be applied with respect to Taxes for such period relating to capital (including net worth or long-term debt) or intangibles by reference to the level of such items on the Closing Date. In the event that Investor or any of its Affiliates has prepaid any Taxes referred to herein to the extent that such Taxes exceed Investor's share of such Taxes under this Section 8.4, Parent shall pay Investor the amount of such excess within thirty (30) days of the Closing Date upon receipt from Investor at the Closing of a statement detailing such prepayments. Such statement and the calculations contained therein shall be reviewed within such 30-day period by a nationally recognized accounting firm selected by and paid for by Parent and the determination of such accounting firm shall be final.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders For purposes hereof, in the case of any Taxes that are imposed on a periodic basis and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to are payable for a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on incomeDate, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable that shall be deemed to be payable for the portion of the period ending on the day prior to the Pre-Closing Period Date shall (i) in the case of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions)Taxes, other than with respect Taxes based upon or related to property placed in service after income or receipts, be deemed to be the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety entire period (or, in the case of such Straddle PeriodTaxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), whether actually paid before, during, or after such period, multiplied by (ii) a fraction, fraction the numerator of which is the number of calendar days for such Tax period included in the Pre-period ending on the day prior to the Closing Period Date and the denominator of which is the total number of calendar days in the entire period, and (ii) in the case of any Taxes based upon or related to income or receipts (including but not limited to withholding Taxes), be deemed equal to the amount which would be payable if the taxable year ended on the close of business on the day prior to the Closing Date. Any credits for such Tax perioda period shall be prorated, based upon the fraction employed in clause (i) of the preceding sentence. Such clause (i) shall be applied with respect to Taxes for such period relating to capital (including net worth or long-term debt) or intangibles by reference to the level of such items on the day prior to the Closing Date. In the event that Seller or any of its Affiliates has prepaid any Taxes referred to herein, to the extent that such Taxes exceed Seller's share of such Taxes under this Section 10.3, Buyer shall pay Seller the amount of such excess within thirty (30) days of the Closing Date upon receipt from Seller at the Closing of a statement detailing such prepayments. Such statement and the calculations contained therein shall, at Buyer's election, be reviewed within such 30-day period by a nationally recognized accounting firm selected by and paid for by Buyer and the determination of such accounting firm shall be final.
Appears in 1 contract
Allocation of Certain Taxes. (ai) The Equityholders and Buyer will, to To the extent permitted by Applicable applicable U.S. federal or state Tax Law, elect with the appropriate Taxing Authorities to close the Taxable periods income and expenses of the Company as of and including Acquired Companies accrued on the Closing Date. In any case where Applicable Law does not require or permit such a Date shall be allocated for U.S. federal and state income tax purposes to the Taxable period of the Company to be closed as of and including Acquired Companies that ends on the Closing Date, any Tax described in the case of the Parent consistent with the provisions of Treasury Regulation Section 8.01(a1.1502-76(b)(2)(vi) and pertaining proposed Treasury Regulation Section 1.706-1(c)(2)(iii). If the Parent or an Acquired Company is permitted or required under applicable U.S. federal, state, local, or non-U.S. income Tax Laws to a period that begins on or before treat the Closing Date as the last day of a Taxable period, then the Parent or an Acquired Company, as applicable, shall cause the Closing Date to be treated as the last day of a Taxable period, shall elect the closing of the books method and ends after use the equivalent of the calendar day convention, as provided in proposed Treasury Regulations under Code Section 706 (as of the Closing Date with respect to the Company) in accordance with Treas. Reg. § 1.706-1 (c)(2)(ii) (and any corresponding provision of state, local or non-U.S. Tax Law), and shall elect to close the books of the Parent as of the Closing Date.
(ii) In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”) ), the portion of Taxes attributable to such Straddle Period that are allocated to the Pre-Closing Tax Period of such Straddle Period shall be determined as follows: (1) in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on incomereal property, salespersonal property, revenuead valorem and similar Taxes (“Property Taxes”), production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion amount of such Tax pertaining or Property Taxes attributable to the Pre-Closing Tax Period of any such Straddle Period shall be determined on deemed to be the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Property Tax for the entirety of such Straddle Period, entire Taxable period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Taxable period ending on the Closing Period Date and the denominator of which is the total number of days in such Straddle Period, and (2) in the case of any Taxes based on or measured by income, receipts, capital or revenues or any other Taxes except for Property Taxes, the amount any such Tax periodthat is attributable to the Pre-Closing Tax Period of such Straddle Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, (A) deductions in employment and payroll related Taxes, including, the withholding of all income Taxes, FICA and FUTA, and (B) the Taxable period of any partnership or other pass-through entity in which any Acquired Company or the Parent holds a beneficial interest shall be deemed to terminate at such time). Notwithstanding the foregoing, any franchise Tax paid or payable with respect to any Acquired Company or the Parent shall be allocated to the Taxable period during which the gross receipts, income, operations, assets, margin or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such franchise Tax, and if the Tax period to which such franchise Tax is so allocated is a Straddle Period, then such franchise Tax allocated to a Straddle Period shall be determined in the manner set forth in (2) above.
(iii) Except as otherwise required by Law, all U.S. federal income Tax deductions (and state, local or non-U.S. income tax deductions where applicable) arising from any payments made at or as of Closing as a result of the Contemplated Transactions, including, without limitation, any Sellers’ Transaction Expenses, any Transaction Bonuses, and the bonuses described in Section 7.7(b), to the extent accrued, shall be reflected on the U.S. federal income Tax Returns (and state, local or non-U.S. income Tax Returns where applicable) of the Parent consistent with Treasury Regulation Section 1.1502-76(b)(2)(vi) and proposed Treasury Regulation Section 1.706-1(c)(2)(iii) or the Acquired Companies, as the case may be, for the Pre-Closing Tax Periods, and, for avoidance of doubt, Buyer shall not nor shall it cause any of its Affiliates to treat such deductions (or a portion thereof) as occurring after the Closing Date under Treasury Regulation Section 1.1502-76(b) (or any similar provision of state, local or non-US applicable Law).
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders and Buyer willFor purposes of this Article VII, in order to apportion appropriately any Taxes relating to a Straddle Period, the Parties hereto shall, to the extent permitted by Applicable or required under applicable Law, elect with treat the appropriate Taxing Authorities to close Closing Date as the Taxable periods last day of the Company as taxable year or period for all purposes of New Alkermes and including the Closing DateNew Alkermes Group Entities. In the case of Taxes arising in a taxable period of any case where Applicable Law of New Alkermes or the New Alkermes Group Entities, or with respect to a Business Asset, that includes but does not require or permit such a Taxable period of the Company to be closed as of and including end on the Closing Date, any Tax described except as otherwise provided in this Section 8.01(a) and pertaining 7.3, the portion of such Taxes that are allocable to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming (x) in the case of Taxes that are imposed on a periodic basis, franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding and ad valorem Taxes, the Company uses amount of such Taxes for the accrual method entire taxable period, multiplied by a fraction the numerator of Tax accounting which is the number of calendar days in such taxable period ending on and including the Closing Date and the portion denominator of which is the entire number of calendar days in such taxable period, and the balance of such Taxes shall be attributable to the Post-Closing Period; provided, that if any property, asset or other right of any of New Alkermes or the New Alkermes Group Entities, or any Business Asset, is sold, disposed of or deemed disposed of or otherwise transferred or realized for any Tax purpose on or prior to the Closing Date, then ad valorem, capital gains, transfer or other Taxes pertaining to such property, asset or attributable other right shall be attributed entirely to the Pre-Closing Period Period; and (y) in the case of any Straddle Period shall Taxes not described in (x) the amount that would be determined payable on the basis of an interim closing of the books as of and including the end of the Closing Date; provided. For purposes of this Section 7.3, (i) any Tax on gain or income resulting from the triggering into income of deferred intercompany transactions under Section 1.1502-13 of the Treasury Regulations or excess loss accounts under Section 1.1502-19 of the Treasury Regulations or under Part 20 of the TCA that exemptions, allowances occurs as a result of the Reorganization or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, Merger shall be allocated between considered to be attributable to the Pre-Closing Period and (ii) each partnership or “flowthrough” entity in which any of New Alkermes or the period after New Alkermes Group Entities holds an interest shall be treated as if its taxable year ended at the close of business on the Closing Date in proportion and Taxes attributable to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount income and gain of such Taxes allocable entities through the close of business on the Closing Date (as determined in a reasonably practicable manner) shall be considered to be attributable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Straddle Period, the amount of any Taxes (but excluding, for the avoidance of doubt, Transfer Taxes which shall be governed by Section 8.01(a5.10) that is based on measured by income, sales, revenue, production receipts or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to payroll of the Company or any of its Subsidiaries for the Pre-portion of the Straddle Period that ends on the Closing Period Date shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined based on the basis of an interim closing of the books as of and including the close of business on the Closing Date (in the case of any Taxes attributable to the ownership of any “controlled foreign corporation” (within the meaning of Section 957(a) of the Code), as if the taxable period 0000-0000-0000.4 of that entity ended as of the close of business on the Closing Date), and the amount of any other Taxes of the Company or any of its Subsidiaries for a Straddle Period which relate to the portion of the Straddle Period that ends on the Closing Date shall be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, ) shall be allocated between the Pre-period ending on and including the Closing Period Date and the period beginning after the Closing Date in proportion to the number of calendar days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.
Appears in 1 contract
Allocation of Certain Taxes. (ai) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of If the Company as of and including the Closing Date. In any case where Applicable Law does is permitted but not require required under applicable state, local or permit such a Taxable period of the Company foreign income Tax Laws to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, then the parties shall be determined in accordance with treat that day as the applicable provisions last day of Section 8.02(b) hereofa taxable period.
(bii) In the case of any Tax described Taxes arising in a taxable period of the Company that includes, but does not end on, the Closing Date, except as provided in Section 8.01(a) that is based on income6.10(c)(iii), sales, revenue, production or similar items, or other the allocation of such Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for between the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the PrePost-Closing Period of any Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided.
(iii) In the case of any Taxes based on capitalization, that exemptionsdebt or shares of stock authorized, allowances issued or deductions outstanding, or any real property, personal property or similar ad valorem Taxes that are calculated payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion shall be deemed to be the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, entire taxable period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-taxable period ending on (and including) the Closing Period Date and the denominator of which is the total number of days in the entire taxable period; provided, however, any such Tax periodTaxes attributable to any property that was owned by the Company at some point in the Pre-Closing Period, but is not owned as of the Closing Date, shall be allocated entirely to the Pre-Closing Period.
Appears in 1 contract
Samples: Stock Purchase Agreement (InfuSystem Holdings, Inc)
Allocation of Certain Taxes. (a) The Equityholders Stockholders and Buyer will, to the extent permitted by Applicable applicable Law, elect with the appropriate Taxing Authorities Authority to close the Taxable taxable periods of the Company and the Subsidiary as of and including the Closing Date. In any case where Applicable in which applicable Law does not require or permit such a Taxable taxable period of the Company or Subsidiary to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “"Straddle Period”") shall be determined in accordance with the applicable provisions of this Section 8.02(b) 7.9 hereof.
(b) In For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property or operations of the Company or Subsidiary, as the case may be, that relate to a Straddle Period will be apportioned between the period of any Tax described in Section 8.01(a) the Straddle Period that is based on income, sales, revenue, production or similar items, or other Taxes not described in extends before the next sentence, such Tax pertaining or attributable to Closing Date through the Company for Closing Date (the "Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting Straddle Period") and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the "Post-Closing Straddle Period") in accordance with this Section 7.9(b). The portion of such Tax pertaining or attributable related to the Pre-Closing Period of any Straddle Period shall be determined on shall: (a) in the basis case of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), Taxes other than with respect sales and use Taxes, value-added taxes, employment taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to property placed in service after be the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, entire taxable period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Straddle Period and the denominator of which is the total number of days in the entire Straddle Period and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax periodrelated to the Pre-Closing Straddle Period shall be deemed to be the greater of (A) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (B) the amount of such Tax measured by net income determined as though the applicable Tax period terminated at the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.
Appears in 1 contract
Allocation of Certain Taxes. (ai) The Equityholders Buyer and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including Equityholders agree that if the Company or any Subsidiary is permitted but not required under applicable foreign, state or local Tax Laws to treat the Closing Date. In any case where Applicable Law does not require or permit such Date as the last day of a Taxable period of taxable period, the Buyer and the Company Equityholders shall treat such day as the last day of a taxable period.
(ii) Subject to Section 9.3(b)(iii) below, the amount of any Taxes for a Straddle Period allocable to a Pre-Closing Tax Period shall be closed as deemed to equal (i) in the case of and including Taxes that (x) are based upon or related to income, receipts or payroll or (y) imposed in connection with any sale or other transfer or assignment of property (other than Transfer Taxes described in Section 9.3(a)), the amount which would be payable if the taxable year ended with the Closing Date, any Tax described and (ii) in Section 8.01(a) and pertaining to the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period that begins on or before multiplied by a fraction the numerator of which is the number of calendar days in the period ending with the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with denominator of which is the applicable provisions number of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described calendar days in the next sentence, such Tax pertaining or entire period. For purposes of computing the Taxes attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method two portions of Tax accounting and the portion of such Tax pertaining or attributable a taxable period pursuant to the Pre-Closing Period of this Section 9.3(b), any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances allowances, deductions (including depreciation or deductions amortization) and credits that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-portion of the Straddle Period ending on the Closing Period Date and the period portion beginning after the Closing Date in proportion to the number of days in each such portion of the taxable period. For purposes of this Section 8.02, .
(iii) Transactions that occur on the liability for any Taxes Closing Date but after the Closing and that are not described incurred in the preceding sentences, including any real Ordinary Course of Business of the Company or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable its Subsidiaries (other than as specifically contemplated by this Agreement) shall be considered to be attributable to the Pre-period that commences on the day following the Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax periodDate.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of If the Company is permitted but not required under applicable U.S. state or local Tax Laws to treat the day on which the Effective Time occurs as the last day of a taxable period, the Buyer and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of Seller shall treat, and shall cause the Company and the Subsidiary to be closed treat, such day as the last day of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereoftaxable period.
(b) In Any Taxes for a taxable period beginning before the case of any Tax described in Section 8.01(aEffective Time and ending after the Effective Time (a "Straddle Period") that is shall be apportioned between the Seller and the Buyer based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to actual operations of the Company for and the Pre-Closing Period shall be determined assuming that Subsidiary during the Company uses portion of such period ending on the accrual method of Tax accounting day on which the Effective Time occurs and the portion of such Tax pertaining period beginning on the day following the day on which the Effective Time occurs, and, for purposes of the provisions of Sections 9.3, 9.4, 9.5 and 9.7, each portion of such period shall be deemed to be a taxable period (whether or attributable to not it is in fact a taxable period). Notwithstanding the Pre-Closing Period of foregoing sentence, (i) any Taxes for any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation basis, such as real and amortization deductions), other than with respect to personal property placed in service after the Closingtaxes, shall be allocated apportioned between the Pre-Closing Period Seller and the period after the Closing Date in proportion to Buyer based on (a) the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in taxable periods ending on the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, day on which the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of Effective Time occurs and (ib) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days beginning after the day on which the Effective Time occurs and (ii) any transaction with respect to the Company or the Subsidiary (other than any deemed sale of assets resulting from any actual or deemed Section 338 Election) outside the Ordinary Course of Business occurring and after the Effective Time shall be treated for such Tax period included in purposes of Sections 9.3, 9.4, 9.5 and 9.7 as occurring at the Pre-Closing beginning of the day following the day on which the Effective Time occurs. To the extent (a) estimated Taxes have been paid prior to the Effective Time with respect to a Straddle Period and are not reflected as an asset on the denominator Final Closing Balance Sheet or (b) are reflected as an accrued liability on the Final Closing Balance Sheet, the Seller's liability with respect thereto shall be reduced by that amount; provided further, that, if such payment or accrued liability for Taxes exceeds the Seller's liability as calculated pursuant to this Section 9.5, the Buyer shall pay the Seller the amount of such excess within ten (10) days after the filing of the Return to which such Taxes relate. Upon timely notice from the Buyer, the Seller shall pay to the Buyer, at least ten (10) days prior to the date any payment for Taxes as described in this Section 9.5 is due, the total number Seller's share of days such Taxes as described in such Tax periodthis Section 9.5.
Appears in 1 contract
Samples: Stock Purchase Agreement (Affiliated Computer Services Inc)
Allocation of Certain Taxes. (a) The Equityholders Buyer and PKI agree that if any Seller or PKI Indonesia is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers shall treat such day as the last day of a taxable period.
(b) Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Business shall be remitted by Buyer, and the Taxes for such period shall be apportioned for purposes of Section 9.1 between Sellers and Buyer willbased on the provisions of Section 9.2(c) hereof.
(c) For purposes of this Agreement (including, but not limited to, Section 6.1(c)):
(i) Sellers shall retain all obligations and liabilities for Taxes (A) related to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins ends on or before the Closing Date (“Pre-Closing Period”) and (B) arising as a result of any transfer of assets described on Schedule 4.3.
(ii) Buyer shall be responsible for all obligations and liabilities for Taxes related to any period that ends after the Closing Date (a “Straddle Period”) shall be determined Date, other than Taxes described in accordance with the applicable provisions of Section 8.02(b) hereof9.2(c)(i).
(biii) In the case of any Tax described in Section 8.01(a) income or gross receipts Taxes of PKI Indonesia that is based on incomeare payable with respect to a taxable period beginning before and ending after the Closing Date, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable Taxes relating to the a Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim a closing of the books and records of PKI Indonesia as of and including the Closing Date; provided, that exemptions, allowances .
(iv) In the case of any Taxes (other than income or deductions gross receipts Taxes) that are calculated on an annual basis (including depreciation and amortization deductions), other than payable with respect to property placed in service a taxable period beginning before and ending after the ClosingClosing Date, shall be allocated between the portion of such Taxes relating to a Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be equal to the product of (i) all such Tax for the entirety of such Straddle Period, Taxes multiplied by (ii) a fraction, fraction the numerator of which is the number of days for such Tax period included in the Pre-taxable period from the commencement of such period through and including the Closing Period Date and the denominator of which is the total number of days in such Tax the entire period; provided however that appropriate adjustments shall be made to reflect specific events that can be identified and allocated as occurring on or prior to the Closing Date or occurring after the Closing Date.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Perkinelmer Inc)
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods If any of the Company as of and including the Closing Date. In any case where Applicable Law does Business Entities is permitted but not require required under applicable state, local or permit such a Taxable period of the Company foreign income Tax laws to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, then the parties shall be determined in accordance with cause such Business Entity to treat that day as the applicable provisions last day of Section 8.02(b) hereofa taxable period.
(b) In the case of Taxes arising in a taxable period of any Tax described of the Business Entities that includes but does not end on the Closing Date, except as provided in Section 8.01(a) that is based on income7.3(c), sales, revenue, production or similar items, or other the allocation of such Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for between the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the PrePost-Closing Period of any Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided.
(c) In the case of (i) franchise Taxes based on capitalization, that exemptionsdebt or shares of stock authorized, allowances issued or deductions that are calculated on an annual basis outstanding and (including depreciation and amortization deductionsii) ad valorem Taxes, in either case attributable to a Straddle Period (as defined below), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount portion of such Taxes allocable attributable to the Pre-Closing Period of a Straddle Period shall be the product amount of (i) such Tax Taxes for the entirety of such Straddle Periodentire taxable period, multiplied by (ii) a fraction, fraction the numerator of which is the number of calendar days for in such Tax taxable period included in ending on and including the Pre-Closing Period Date and the denominator of which is the total entire number of calendar days in such taxable period, and the balance of such Taxes shall be attributable to the Post-Closing Period; provided, however, that if any property, asset or other right of any of the Business Entities is sold or otherwise transferred prior to the Closing, then ad valorem Taxes pertaining to such property, asset or other right shall be attributed entirely to the Pre-Closing Period, and provided further, that in the case of any Tax periodbased upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.3(c) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with the past practices of the Seller and the Business Entities.
(d) Any transfer Taxes attributable to the Stock Purchase or the provisions of Section 2.3 hereof shall be borne equally by Seller and Buyer; provided, however, that any transfer Taxes attributable to the transaction referred to in Section 5.12 shall be borne solely by Seller.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders Seller and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a7.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b7.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a7.01 (a) that and pertaining to a Straddle Period and which is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, the portion of such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.027.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.
Appears in 1 contract
Samples: Member Interest Purchase Agreement (Luna Innovations Inc)
Allocation of Certain Taxes. (a) The Equityholders and Buyer willIf a Purchased Entity is permitted but not required under applicable state, local or foreign income tax laws to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, then the parties shall be determined in accordance with cause such Purchased Entity to treat that day as the applicable provisions last day of Section 8.02(b) hereofa taxable period.
(b) In the case of any Tax described Taxes arising in a taxable period of a Purchased Entity that includes but does not end on the Closing Date, except as provided in Section 8.01(a) that is based on income11.11(c), sales, revenue, production or similar items, or other the allocation of such Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for between the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the PrePost-Closing Period of any Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided. For the avoidance of doubt, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductionsfor purposes of this Section 11.11(b), other than with respect to property placed in service after the Closingtaxable year of each Purchased Entity that is a partnership or "flowthrough" entity, shall be allocated between treated as if it ended at the close of business on the Closing date and Taxes attributable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period Taxes.
(c) In the case of (i) property Taxes and the (ii) ad valorem Taxes, in either case attributable to any taxable period after that includes but does not end on the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02Date, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount portion of such Taxes allocable attributable to the Pre-Closing Period of a Straddle Period shall be the product amount of (i) such Tax Taxes for the entirety of such Straddle Periodentire taxable period, multiplied by (ii) a fraction, fraction the numerator of which is the number of calendar days for in such Tax taxable period included in ending on and including the Pre-Closing Period Date and the denominator of which is the total entire number of calendar days in such Tax taxable period, and the balance of such Taxes shall be attributable to the Post-Closing Period; provided, however, that if any property, asset or other right of the Sellers or their respective Subsidiaries is sold or otherwise transferred prior to the Closing Date, then ad valorem Taxes pertaining to such property, asset or other right shall be attributed entirely to the Pre-Closing Period.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of If the Company as of and including the Closing Date. In or any case where Applicable Law does Subsidiary is permitted, but not require or permit such a Taxable period of the Company required, under applicable Tax Laws to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, the Company or applicable Subsidiary shall be determined in accordance with take all permitted or required actions to treat such day as the applicable provisions last day of Section 8.02(b) hereofa taxable period.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production property or similar items, or other ad valorem Taxes not described in the next sentencefor a Straddle Period (as defined below), such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, Taxes shall be allocated between to the Pre-Closing Period and part of the period after ending on the Closing Date in proportion an amount equal to the number product of days in each period. For purposes of this Section 8.02, (x) the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to for the Pre-Closing Period of a entire Straddle Period shall be the product of and (i) such Tax for the entirety of such Straddle Period, multiplied by (iiy) a fraction, the numerator of which is the number of number of days for such Tax period included in the Pre-Straddle Period ending on the Closing Period Date and the denominator of which is the total number of days in the Straddle Period. In the case of any other Taxes (including all Income Taxes) for a taxable period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”) with respect to the Company or any Subsidiary shall be apportioned for purposes of this Agreement to the portion of the period ending on the Closing Date based on the actual operations of the Company or the applicable Subsidiary, as the case may be, during such Tax portion of the period, and such portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). For purposes of computing Taxes attributable to the two portions of a taxable period pursuant to this Section 12.03, (i) all transactions occurring outside the ordinary course of business on the Closing Date after the Closing shall be allocated to the post-Closing portion of any Straddle Period or the taxable period beginning on the date after the Closing Date, as the case may be, and (ii) the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion.
Appears in 1 contract
Samples: Stock Purchase Agreement (Intertape Polymer Group Inc)
Allocation of Certain Taxes. (a) The Equityholders For purposes hereof, in the case of any Taxes that are imposed on a periodic basis and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to are payable for a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) Date, the portion of such Taxes that shall be determined deemed to be payable for the portion of the period ending on the Closing Date shall (a) in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions)Taxes, other than with respect Taxes based upon or related to property placed in service after income or receipts, be deemed equal to (i) the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety entire period (or, in the case of such Straddle PeriodTaxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), whether actually paid before, during, or after such period, multiplied by (ii) a fraction, the numerator of which is the number of calendar days for such Tax period included in the Pre-period ending on (and including) the Closing Period Date and the denominator of which is the total number of calendar days in the entire period, and (b) in the case of any Taxes based upon or related to income or receipts (including, but not limited to, withholding Taxes), be deemed equal to the amount which would be payable if Seller's taxable year ended on the close of business on the Closing Date. Any credits or refunds with respect to Taxes described in clause (a) or clause (b) of the preceding sentence for such Tax periodentire period shall be prorated, based upon the fraction employed in clause (a) or the portion of such period described in clause (b), respectively. Such clause (a) shall be applied with respect to Taxes for such period relating to capital (including net worth or long-term debt) or intangibles by reference to the level of such items on the Closing Date. The portion of such Taxes that shall be deemed to be payable for the portion of the period beginning after the Closing Date shall equal the amount of such Taxes payable for the entire period less the amount of Taxes deemed to be payable for the portion of the period ending on the Closing Date. In the event that Seller or any of its Affiliates has prepaid any Taxes referred to herein, to the extent that such Taxes exceed Seller's share of such Taxes under this Section, Buyer shall pay to Seller the amount of such excess within forty-five (45) days of the Closing Date upon receipt from Seller at the Closing of a statement detailing such prepayments. Such statement and the calculations contained therein shall be reviewed within such 45-day period by a nationally recognized accounting firm selected by mutual agreement of the parties. Each party shall bear half of the costs of such accounting firm, and the determination of such accounting firm shall be final.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, Parties agree that if any entity transferred to the extent LLC is permitted by Applicable Lawbut not required under applicable foreign, elect with state or local Income Tax laws to treat the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including day before the Closing Date. In any case where Applicable Law does not require Date or permit such a Taxable period of the Company to be closed as of and including the Closing DateDate as the last day of a taxable period, such day shall be treated as the last day of a taxable period.
(b) For purposes hereof, in the case of any Tax described in Section 8.01(a) Taxes that are imposed on a periodic basis and pertaining to are payable for a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on incomeDate, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable that shall be deemed to be payable for the Pre-portion of the period ending on the Closing Period Date shall (i) in the case of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions)Taxes, other than with respect Taxes based upon or related to property placed in service after income or receipts, be deemed to be the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety entire period (or, in the case of such Straddle PeriodTaxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), whether actually paid before, during, or after such period, multiplied by (ii) a fraction, fraction the numerator of which is the number of calendar days for such Tax period included in the Pre-period ending on -33- 39 (and including) the Closing Period Date and the denominator of which is the total number of calendar days in the entire period, and (ii) in the case of any Taxes based upon or related to income or receipts (including but not limited to withholding Taxes), be deemed equal to the amount which would be payable if the taxable year ended on the close of business on the Closing Date. Any credits for such Tax perioda period shall be prorated, based upon the fraction employed in clause (i) of the preceding sentence. Such clause (i) shall be applied with respect to Taxes for such period relating to capital (including net worth or long-term debt) or intangibles by reference to the level of such items on the Closing Date. In the event that Investor or any of its Affiliates has prepaid any Taxes referred to herein to the extent that such Taxes exceed Investor's share of such Taxes under this Section 8.4, Parent shall pay Investor the amount of such excess within thirty (30) days of the Closing Date upon receipt from Investor at the Closing of a statement detailing such prepayments. Such statement and the calculations contained therein shall be reviewed within such 30-day period by a nationally recognized accounting firm selected by and paid for by Parent and the determination of such accounting firm shall be final.
Appears in 1 contract
Samples: Investment Agreement (Tele Communications Inc /Co/)
Allocation of Certain Taxes. (ai) The Equityholders and Buyer will, to To the extent permitted by Applicable Law, elect with it is necessary for purposes of this Agreement to determine the appropriate Taxing Authorities to close the Taxable periods allocation of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining Taxes attributable to a period that begins Straddle Period, the amount of any Taxes based on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on measured by income, sales, revenue, production payroll or similar items, or other Taxes not described in receipts of the next sentence, such Tax pertaining or attributable to the Company Acquired Companies for the Pre-Closing Tax Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined based on the basis of an interim closing of the books as of and including the close of business on the Closing Date, and the amount of other Taxes of the Acquired Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period; provided, however, that exemptionsfor purposes of such allocation, allowances transactions occurring or deductions actions taken on the Closing Date but after the Closing by the Purchaser or by, or with respect to, any Acquired Company that are calculated on an annual basis (including depreciation outside the ordinary course of business and amortization deductions), other than with respect to property placed in service not expressly contemplated by this Agreement shall be treated as occurring after the ClosingClosing Date.
(ii) For purposes of allocating Taxes attributable to any partnerships or other pass-through entities, the taxable year of any such partnerships or other pass-through entities shall be treated as ending on the Closing Date (without regard to any contrary provision of Law).
(iii) For purposes of allocating the items of income, gain, loss, deduction or credit of Holdco for a Straddle Period, such items shall be allocated between the Pre-Closing Tax Period and the period portion of such Straddle Period beginning on the day after the Closing Date based on an interim closing of the books of Holdco as of the close of business on the Closing Date.
(iv) For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Section 9.01(g), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax periodportion.
Appears in 1 contract
Allocation of Certain Taxes. For all purposes of this Agreement:
(aA) The Equityholders and Buyer willIf the Acquired Entities, as applicable, are permitted but not required under applicable U.S. federal, state, local, or foreign income Tax Laws to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, then the Parties shall be determined in accordance with treat that day as the applicable provisions last day of Section 8.02(b) hereofa taxable period.
(bB) In Except as provided in Section 6.04(a)(iv)(C), in the case of Taxes for any Tax described in Section 8.01(a) that is based on incomeStraddle Period of the Acquired Entities, salesas applicable, revenue, production or similar items, or other the allocation of such Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for between the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the PrePost-Closing Period of any Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided, that exemptions, allowances or deductions .
(C) In the case of any Taxes of the Acquired Entities that are calculated imposed on an annual a periodic basis (including depreciation and amortization deductions), other than with respect to such as real property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar TaxTaxes), the total amount portion of such Taxes allocable Tax which relates to the Pre-Closing Period of a Straddle Period shall be deemed to be only the product amount of (i) such Tax for the entirety of such Straddle Period, entire taxable period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in the entire taxable period. However, in the event such Tax periodTaxes are attributable to any property which is revaluated or reassessed on or after the Closing Date as a direct result of Purchaser or its Affiliates (a) making capital expenditures that enhance the value of such property, or (b) changing the use of such property after the Closing Date, then the portion of such Taxes allocated to the Pre-Closing Period pursuant to the prior sentence shall be made without taking into account such valuation or reassessment. Furthermore, any such Taxes attributable to any property that was owned by the Acquired Entities at some point in the Pre-Closing Period, but is not owned as of or after the Closing Date shall be allocated entirely to the Pre-Closing Period, and any such Taxes attributable to any property that was not owned by the Acquired Entities at any point in the Pre-Closing Period shall be allocated entirely to the Post-Closing Period.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Enviva Partners, LP)
Allocation of Certain Taxes. (a) The Equityholders and Buyer willFor purposes of Section 9.2(d), to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods any Taxes of the Company as CTG Companies for a Straddle Period shall be allocated between the portion of the period ending on the Closing Date and including the portion of the period beginning on the first day after the Closing Date. In With respect to any case where Applicable Law does not require Straddle Period, the amount of any Taxes based on or permit such a Taxable period measured by income or receipts of the Company CTG Companies allocated to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins ending on or before the Closing Date shall be made by means of a closing of the books and ends after records of the CTG Companies as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity including the CTG Companies and any entity in which the CTG Companies hold a “Straddle Period”) beneficial interest shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, deemed to terminate at such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Datetime); provided, provided that exemptions, allowances or deductions that are calculated on an annual basis basis, and not on a closing of the books method, (including including, but not limited to, depreciation and amortization deductions), other than with respect to property placed in service after the Closing, ) shall be allocated between the Pre-period ending on and including the Closing Period Date and the period beginning on the first day after the Closing Date in proportion to based on the number of days in each periodfor the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning on the first day after the Closing Date, on the other hand. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total The amount of such other Taxes allocable to of the Pre-Closing Period of CTG Companies for a Straddle Period allocated to the period ending on the Closing Date shall be deemed to be the product amount of (i) such Tax for the entirety of such Straddle Period, entire taxable period multiplied by (ii) a fraction, fraction the numerator of which is the number of days for such Tax period included in the Pre-taxable period ending on the Closing Period Date and the denominator of which is the total number of days in such Tax periodStraddle Period. Notwithstanding this Section 9.9, any Taxes attributable to the period on the Closing Date after the Closing that do not arise in the ordinary course of the CTG Companies' trade or business, activities, or operations shall be allocated to the portion of the period beginning on the first day after the Closing Date.
Appears in 1 contract
Samples: Contribution and Equity Interest Purchase Agreement (Conagra Foods Inc /De/)
Allocation of Certain Taxes. (a) The Equityholders and Buyer willIf the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.
(b) For purposes of this Agreement, the portion of Tax with respect to the extent permitted by Applicable Lawincome, elect with the appropriate Taxing Authorities to close the Taxable periods property or operations of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company its Subsidiaries that is attributable to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall will be determined apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with the applicable provisions of this Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the 12.04(b). The portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of will (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entirety of such Straddle Period, entire taxable period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Straddle Period and the denominator of which is the total number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. For purposes of computing the Income Taxes attributable to the two portions of a taxable period pursuant to this Section 12.04, the amount of any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated between the two portions of the period in proportion to the number of days in each portion. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.
(c) Notwithstanding the foregoing, any deduction attributable to the payment of the Option Merger Consideration, Deferred Option Bonus Amount, Transaction Expenses and any other amounts deductible for income Tax purposes arising in connection with the consummation of the transactions contemplated by this Agreement shall be allocated to the taxable period or the portion of the taxable period ending on the Closing Date to the fullest extent allowed by Law.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders Buyer and the Stockholder agree that if the Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer will, to and the extent permitted by Applicable Law, elect with Stockholder shall treat such day as the appropriate Taxing Authorities to close last day of a taxable period. The Buyer and the Taxable periods of Stockholder agree that they will treat the Company as if it ceased to be part of and including the Stockholder's affiliated group, within the meaning of Section 1504 of the Code, as of the close of business on the Closing Date. In any case where Applicable Law does not require or permit such .
(b) Any Taxes for a Taxable taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or beginning before the Closing Date and ends ending after th e Closing Date with respect to the Company shall be paid by the Buyer or the Company, and the Taxes for such period shall be apportioned for purposes of Section 7.01 and Section 7.02 between the Stockholder and the Buyer based on the actual operations of the Company during the portion of such period ending on the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined period beginning on the basis of an interim closing of the books as of and including day following the Closing Date; provided, that exemptionsand for purposes of the provisions of Sections 7.01, allowances or deductions that are calculated on an annual basis (including depreciation 7.02, 7.05 and amortization deductions7.06(c), other than each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period).
(c) With respect to any Taxes referred to in paragraph (b) above:
(i) Fifteen days after the Closing Balance Sheet is agreed to by the Buyer and the Stockholder or adopted pursuant to Section 1.4, the Buyer shall present the Stockholder with a schedule detailing the computation of the Tax that would have been due for the taxable period ending on the Closing Date if the Closing Date were the last day of the taxable period (the "Hypothetical Pre- Cut-Off Period Tax");
(ii) Ten days after the Buyer presents the Stockholder with the schedule described in clause (i) above, (x) the Stockholder shall pay the Company the amount by which the Hypothetical Pre-Cut-Off Period Tax exceeds the sum of any estimated payments made prior to the Closing Date with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety current taxable year, or (y) the Company or the Buyer shall pay the Stockholder the amount by which the sum of any estimated payments made prior to the Closing Date with respect to such Straddle Period, multiplied by Tax for the current taxable year exceeds the Hypothetical Pre-Cut-Off Period Tax; and
(iii) In the event the Stockholder disputes the Buyer's computation of the Hypothetical Pre-Cut-Off Period Tax or of any of the payments described in clause (ii) a fractionabove, the numerator Buyer or the Company shall nevertheless pay any amounts due to the appropriate Taxing Authority pending adjustment after the resolution of such dispute, which is shall be resolved in the number manner set forth in Section 1.4 hereof.
(d) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by Stockholder when due, and Stockholder will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sale, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of days for any such Tax period included in the Pre-Closing Period Returns and the denominator of which is the total number of days in such Tax periodother documentation.
Appears in 1 contract
Allocation of Certain Taxes. (ai) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods If any of the Company as of and including the Closing Date. In any case where Applicable Law does Seller Entities is permitted but not require required under applicable federal, state, local or permit such a Taxable period of the Company foreign income Tax Laws to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date as the last day of a taxable period, then the parties shall take and ends after cause their Affiliates to take, such steps as may be reasonably necessary to treat the Closing Date (as the last day of a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereoftaxable period.
(bii) In For all purposes of this Agreement, in the case of any Tax described Taxes arising in a Straddle Period, except as provided in Section 8.01(a6.17(c)(iii) that is based on incomeand Section 6.17(c)(iv), sales, revenue, production or similar items, or other the allocation of such Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for between the Pre-Closing Tax Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion Post-Closing Tax Period portions of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis .
(including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. iii) For all purposes of this Agreement, in the case of any Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, or any real property, personal property or similar ad valorem taxes that are payable for a Straddle Period except as provided in Section 8.026.17(c)(iv), the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount portion of such Taxes allocable which relates to the Pre-Closing Tax Period portion of a the Straddle Period shall be deemed to be the product amount of (i) such Tax Taxes for the entirety of such entire Straddle Period, Period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Tax Period portion of the Straddle Period and the denominator of which is the total number of days in the entire Straddle Period, and the balance of such Taxes shall be allocated to the Post-Closing Tax periodPeriod; provided, however, that any such Taxes attributable to any property that was owned by the Seller Entities during the Pre-Closing Tax Period, but is not owned by the Seller Entities as of the Closing Date shall be allocated entirely to the Pre-Closing Tax Period, and any such Taxes attributable to any property that was owned by the Seller Entities during the Post-Closing Tax Period, but is not owned by the Seller Entities as of the Closing Date shall be allocated entirely to the Post-Closing Tax Period.
(iv) Notwithstanding anything to the contrary in Section 6.17(c)(ii) or Section 6.17(c)(iii), any Taxes attributable to any transaction engaged in by Parent or the Seller Entities not in the ordinary course of business occurring on the Closing Date after the Closing shall be allocated to the Post-Closing Tax Period or portion of any Straddle Period beginning the day after the Closing Date, as applicable.
Appears in 1 contract
Samples: Merger Agreement (Universal Business Payment Solutions Acquisition Corp)
Allocation of Certain Taxes. (a) The Equityholders Purchaser shall be a limited liability company disregarded for U.S federal income tax purposes as an entity separate from, and Buyer willwholly owned by, to the extent permitted by Applicable LawBG Staffing, elect with the appropriate Taxing Authorities to close the Taxable periods of Inc., a C corporation for U.S. federal income tax purposes. If the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company is permitted, but not required, under applicable non-U.S., state or local Income Tax Laws to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, such day shall be determined in accordance with treated as the applicable provisions last day of Section 8.02(b) hereof.
(b) a taxable period. In the case of any Tax described in Section 8.01(aStraddle Period, (i) that is the amount of any Taxes based on or measured by income, sales, revenue, production or similar itemsreceipts, or other Taxes not described in the next sentence, such Tax pertaining or attributable to payroll of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined based on the basis of an interim closing of the books as of the close of business on the Closing Date (and including for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time); and (ii) in the case of real property, personal property and other Taxes not imposed on the basis of income, sales or receipts, or payroll the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. For purposes of computing the Income Taxes attributable to the two (2) portions of a taxable period pursuant to this Section 9.03, (i) all transactions not expressly contemplated by this Agreement occurring outside the ordinary course of business on the Closing Date after the Closing shall be allocated to the post-Closing portion of any Straddle Period or the taxable period beginning on the date after the Closing Date; provided, as the case may be, and (ii) the amount of any item that exemptionsis taken into account only once for each taxable period (e.g., allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions)the benefit of graduated tax rates, other than with respect to property placed in service after the Closingexemption amounts, etc.) shall be allocated between the Pre-Closing Period and two (2) portions of the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax periodportion.
Appears in 1 contract
Allocation of Certain Taxes. (aA) The Equityholders and Buyer willIf any of Target or its Subsidiaries is permitted but not required under applicable state, local, or foreign income Tax Laws to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, then the Parties shall be determined in accordance with treat that day as the applicable provisions last day of Section 8.02(b) hereofa taxable period for Target or its Subsidiaries.
(bB) In the case of any Tax described Taxes arising in a Straddle Period of Target or its Subsidiaries, except as provided in Section 8.01(a) that is based on income6(c)(iv), sales, revenue, production or similar items, or other the allocation of such Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for between the Pre-Closing Tax Period and the Post-Closing Tax Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For the avoidance of doubt, for purposes of this Section 8.026(c)(ii)(B), any Tax resulting from the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable transactions contemplated by this Agreement is attributable to the Pre-Closing Period Period.
(C) In the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period Period, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be the product of (i) in the case of ad valorem Taxes, be deemed to be the amount of such Tax for the entirety of such Straddle Period, entire taxable period multiplied by (ii) a fraction, fraction the numerator of which is the number of days for such Tax period included in the Pre-taxable period ending on the Closing Period Date and the denominator of which is the total number of days in such Tax the entire taxable period, and (ii) in the case of any other Taxes be deemed equal to the amount which would be payable if the relevant taxable period ended as of the end of the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of Target or its Subsidiaries.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to a Straddle Period, the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method amount of Tax accounting and the portion of such Tax pertaining or Taxes attributable to the Pre-Closing Period of any Straddle and the Post-Closing Period shall be determined as follows:
(i) The parties hereto agree that if the Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Seller and the Buyer shall treat such day as the last day of a taxable period.
(ii) Except to the extent provided in subparagraph (i) of this Section 4.10(b), in the case of ad valorem Taxes imposed on the basis of an interim closing of Company and franchise or similar Taxes imposed on the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated Company based on an annual basis capital (including depreciation and amortization deductions)net worth or long-term debt) or number of shares of stock authorized, other than with respect to property placed in service after the Closingissued or outstanding, such Taxes shall be allocated between the Pre-Closing Period and the period after Post-Closing Period based upon the Closing Date in proportion to the respective number of days in each such period. For purposes .
(iii) Except to the extent provided in subparagraphs (i) and (ii) of this Section 8.024.10(b), the liability for any all other Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in allocated between the Pre-Closing Period and the denominator Post Closing Period based upon an interim closing of which is the total number books of the Company as of the end of the day of the Closing Date and the computation of the Tax for each resulting period as if the period were a separate taxable period; provided, however, that in no event shall the hypothetical Tax for any period be less than zero.
(iv) Seller shall be liable for and pay any stock transfer tax imposed by N.Y. Tax Law ss. 270 in connection with the transfer of the stock of the company. Buyer shall be liable for and pay any other transfer taxes arising in connection with the transfer of the stock of the Company.
(v) If Buyer receives a Tax refund with respect to Taxes arising in a Pre-Closing Period, or a rebate of any stock transfer tax under N.Y. Tax Law Section 270, Buyer shall pay, within the thirty (30) days in following the receipt of such Tax periodrefund or rebate, the amount of such Tax refund to the Seller. If Seller receives a Tax refund with respect to Taxes arising in a Post-Closing Period, within thirty (30) days following the receipt of such Tax refund, Seller will pay the amount of such Tax refund to Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Intermagnetics General Corp)
Allocation of Certain Taxes. (a) The Equityholders In the case of any Taxes that are imposed on a periodic basis and Buyer willare payable for a period that begins on or before an Applicable Closing Date and ends after such Applicable Closing Date (or, for Canadian income Tax purposes in the case of PTC, that begins prior to the extent permitted by Applicable LawClosing and ends after such Applicable Closing), elect with the appropriate Taxing Authorities portion of such Tax that shall be allocable to close the Taxable periods portion of the Company as period ending on such Applicable Closing Date (or, for Canadian income Tax purposes in the case of PTC, immediately prior to the Applicable Closing) shall (i) in the case of any Taxes, other than Income Taxes and Taxes based upon or related to receipts, be deemed to be the amount of such Taxes for the entire period, whether actually paid before, during, or after such period, multiplied by a fraction the numerator of which is the number of calendar days in the period ending on (and including) such Applicable Closing Date and the denominator of which is the number of calendar days in the entire period, and (ii) in the case of any Taxes based upon or related to income, net income, capital gains or receipts (including but not limited to withholding Taxes), be deemed equal to the amount which would be payable if the taxable year ended on the close of business on such Applicable Closing Date (or, for Canadian income Tax purposes in the case of PTC, if the taxable year ended immediately prior to the Applicable Closing); provided, however, that any franchise Tax measured by assets or capital shall be allocable to the taxable period for which the right to do business obtained by the payment of such franchise Tax relates, regardless of whether such franchise Tax is measured by assets or capital relating to another taxable period. Clause (i) of the preceding sentence shall be applied with respect to Taxes, if any, for such period relating to capital (including net worth or long-term debt) or intangibles by reference to the level of such items on such Applicable Closing Date. In The portion of any case where Applicable Law does not require Taxes (or permit such refunds) that are imposed on a Taxable period of the Company to be closed as of and including the Closing Dateperiodic basis, any Tax described in Section 8.01(a) and pertaining to payable for a period that begins on or before the Applicable Closing Date and ends after the such Applicable Closing Date (a “Straddle Period”or, for Canadian income Tax purposes in the case of PTC, that begins prior to the Applicable Closing and ends after such Applicable Closing) and not allocable to the portion of such period ending on such Applicable Closing Date (or, for Canadian income Tax purposes in the case of PTC, immediately prior to the Applicable Closing) shall be determined allocable to the portion of the period beginning after such Applicable Closing Date (or, for Canadian income Tax purposes in accordance with the applicable provisions case of Section 8.02(b) hereofPTC, at the Applicable Closing).
(b) In If the case amount of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items12.16(a), or other Taxes not described in any refund thereof or credit therefor, is voluntarily redetermined or redetermined by a Taxing Authority, the next sentence, such Tax pertaining or attributable principles of Section 12.16(a) shall apply to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books amount as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax periodso redetermined.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders Buyer and Buyer will, to Seller agree that if the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of Seller or the Company as of and including is permitted but not required under applicable state or local or non-United States Tax laws to treat the Closing Date. In Date as the last day of a taxable period, Buyer and Seller shall treat such day as the last day of a taxable period.
(b) For purposes of allocating any case where Applicable Law does not require or permit such Taxes for a Taxable taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or beginning before the Closing Date and ends ending after the Closing Date (such period, a “Straddle Period”) shall be determined in accordance with ), the applicable provisions of Section 8.02(b) hereof.
(b) In the case amount of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Tax Period shall be the product of apportioned as follows:
(i) in the case of Taxes based upon income, gross receipts (such as sales taxes), payroll or similar Taxes, or Taxes resulting from specific transactions such as the sale or other transfer of property, the amount of Taxes attributable to any Pre-Closing Tax for Period shall be determined by closing the entirety books of such Straddle Period, multiplied by the Company as of the end of the Closing Date; and
(ii) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of Taxes attributable to any Pre-Closing Tax Period shall be equal to the amount of Taxes for such Straddle Period multiplied by a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Straddle Period from the beginning of the Straddle Period through and including the Closing Period Date and the denominator of which is the total number of days in the Straddle Period.
(c) From and after the Closing, Seller shall indemnify and hold Buyer and its Affiliates (including the Company) harmless from any Taxes (together with reasonable out-of-pocket costs incurred for legal and tax advisors) with respect to any combined, consolidated or unitary tax group that included Seller or any of its Affiliates (Tax Returns for any such group, “Pre-Closing Group Tax periodReturns”); provided that any obligation under this Section 7.3(c) shall expire on the date that is thirty (30) days following the expiration of the statute of limitations applicable to the underlying Tax or Pre-Closing Group Tax Return.
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, If the Target Companies are permitted but not required under applicable income Tax Laws to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before treat the Closing Date and ends after as the Closing Date (last day of a “Straddle Period”) taxable period, then the Parties shall be determined in accordance with treat that day as the applicable provisions last day of Section 8.02(b) hereofa taxable period.
(b) In the case of any Tax described Taxes arising in a Straddle Period, except as provided in Section 8.01(a) that is based on income10.4(c), sales, revenue, production or similar items, or other the allocation of such Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for between the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the PrePost-Closing Period portion of any the Straddle Period shall be determined made on the basis of an interim closing of the books as of and including the end of the Closing Date; provided. For the avoidance of doubt, that exemptionsfor purposes of this Section 10, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect any Tax resulting from the Transactions is attributable to property placed in service after the Closing, shall be allocated between the Pre-Closing Period Period.
(c) In the case of any Taxes that are imposed on a periodic basis and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02are payable for a Straddle Period, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount portion of such Taxes Tax allocable to the Pre-Closing Period of a the Straddle Period shall be in the product case of any Taxes other than (i) such Tax for the entirety of such Straddle PeriodTaxes based upon or related to income or receipts, multiplied by (ii) franchise Taxes, or (iii) Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days for such Tax period included in the Pre-portion of the Straddle Period ending on the Closing Period Date and the denominator of which is the total number of days in such Tax periodthe entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Target Companies.
Appears in 1 contract
Samples: Merger Agreement (Edgar Online Inc)
Allocation of Certain Taxes. For all purposes under this Agreement, the amount of any Taxes (or Tax refund) attributable to the portion of any Straddle Period ending on the Closing Date shall: (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.
(b) In the case of any property Tax described in Section 8.01(a) that is based and other Tax imposed on a periodic basis without regard to income, receipts, sales, revenuepurchases or wages, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable be equal to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such entire Straddle Period, Period multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-portion of such Straddle Period ending on the Closing Period Date and the denominator of which is the total number of days in such Tax periodStraddle Period; and (b) in the case of any Taxes not described in clause (a) of this Section 9.2 (including (i) Taxes based on income or receipts, (ii) Taxes imposed in connection with the sale or other transfer or assignment of property (including all sales and use taxes), other than Transfer Taxes described in Section 9.8 and (iii) withholding and employment Taxes), be calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one (1) which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of business on the Closing Date; provided, that any amortization and depreciation deductions (or similar item determined on an annual or periodic basis) will be apportioned to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period. Notwithstanding the foregoing, for all purposes of this Agreement, in the case of Taxes attributable to any partnerships or specified foreign corporations (within the meaning of Section 965(e) of the Code) in which the Company or any of its Subsidiaries hold (with due regard to Section 958 of the Code) an equity interest as of the Closing Date, including any Taxes resulting from items included in the income of the Company under Section 951(a) of the Code or Section 951A of the Code, such Taxes shall be allocated as though the taxable year of the applicable partnership or specified foreign corporation ended on the Closing Date (without regard to any contrary provision of Law).
Appears in 1 contract
Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to In the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods case of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining that is --------------------------- attributable to a taxable period that which begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with Date, the applicable provisions amount of Section 8.02(b) hereof.
(b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle and the Post-Closing Period shall be determined as follows:
(a) The Buyer and the Seller agree that if the Company or any of its Subsidiaries is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable period.
(b) Except to the extent provided in subsection (a) of this Section 8.4, in the case of ad valorem Taxes imposed on the basis Company or any of an interim closing its Subsidiaries and franchise or similar Taxes imposed on the Company or any of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated its Subsidiaries based on an annual basis capital (including depreciation and amortization deductions)net worth or long-term debt) or number of shares of stock authorized, other than with respect to property placed in service after the Closingissued or outstanding, such Taxes shall be allocated between the Pre-Closing Period and the period after Post-Closing Period based upon the Closing Date in proportion to the respective number of days in each such period. For purposes .
(c) Except to the extent provided in subsections (a) and (b) of this Section 8.028.4, the liability for any all other Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in allocated between the Pre-Closing Period and the denominator Post-Closing Period based upon an interim closing of which is the total number books of days the Company or the Subsidiaries as of the end of the day of the Closing Date and the computation of the Tax for each resulting period as if the period were a separate taxable period; provided, however, that in such no event shall the hypothetical Tax periodfor any period be less than zero.
Appears in 1 contract
