Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) Buyer and Seller agree that if Seller 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 Seller shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Trex Medical Corp), Asset Purchase and Sale Agreement (Hologic Inc)

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Allocation of Certain Taxes. (a) Buyer Buyers and Seller agree that if Seller is permitted but not required under applicable foreign, state or local Tax laws Laws to treat the Closing Date as the last day of a taxable period, Buyer Buyers and Seller shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat period with respect to the Business as if it ceased to be part of Seller's operations, as of and the close of business on the Closing Date.Acquired Assets;

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Ariba Inc)

Allocation of Certain Taxes. (a) Buyer and Seller PKI agree that if any Seller or Acquired 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, Buyer and Seller Sellers shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 2 contracts

Samples: Master Purchase and Sale Agreement (Varex Imaging Corp), Master Purchase and Sale Agreement (Perkinelmer Inc)

Allocation of Certain Taxes. (a) Buyer and Seller agree that if Seller 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, Buyer and Seller shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat the Business Company as if it ceased to be part of Seller's operations, the Affiliated Group as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Microstrategy Inc)

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if Seller the Company or any of the Subsidiaries is permitted but not required under applicable foreign, state or local Tax laws Laws to treat the Closing Date as the last day of a taxable Taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable Taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Progress Software Corp /Ma)

Allocation of Certain Taxes. (a) Buyer and Seller GB Ltd. agree that if any Seller or Acquired Company is permitted but not required under applicable foreign, state or local Tax laws Laws to treat the Closing Date as the last day of a taxable period, Buyer and Seller Sellers shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Master Purchase and Sale Agreement (Integer Holdings Corp)

Allocation of Certain Taxes. (a) The Buyer and Seller the Sellers agree that if Seller the Company is permitted but not required under applicable foreign, state or local Tax laws Laws to treat the Closing Date as the last day of a taxable Taxable period, the Buyer and Seller the Sellers shall treat such day as the last day of a taxable Taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Casella Waste Systems Inc)

Allocation of Certain Taxes. (a) Buyer and Seller agree that if Seller 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, Buyer and Seller shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Acquisition Agreement (FSC Semiconductor Corp)

Allocation of Certain Taxes. (a) Buyer and Seller agree that if Seller or Autopal is permitted but not required under applicable foreign, state state, or local Tax laws Laws to treat the Closing Date as the last day of a taxable period, Buyer and Seller shall treat such day the Closing Date as the last day of a taxable period. Buyer period and Seller agree that they will treat the Business as if it ceased make all applicable elections under such Tax Laws required to be part of Seller's operations, as of the close of business on the Closing Dateachieve such treatment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Visteon Corp)

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Allocation of Certain Taxes. (a) Buyer and Seller agree that if Seller any of the Transferred Subsidiaries is permitted but not required under applicable foreign, state or local Tax laws Laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, Buyer and Seller shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (SPX Corp)

Allocation of Certain Taxes. (a) Buyer and the Seller agree that if the Seller or the Company is permitted but not required under applicable foreign, state state, provincial or local Tax laws to treat the Closing Date as the last day of a taxable period, Buyer and the Seller shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intelligent Systems Corp)

Allocation of Certain Taxes. (a) Buyer and Seller --------------------------- agree that if Seller is the Subsidiaries are permitted but not required under applicable foreign, state or local Tax laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, Buyer and Seller shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Ryder TRS Inc)

Allocation of Certain Taxes. (a) Buyer and Seller agree that if Seller any 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, Buyer and Seller shall treat such day as the last day of a taxable period. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Scientific Games Corp)

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if any of the Acquired Companies or the Seller 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. Buyer and Seller agree that they will treat the Business as if it ceased to be part of Seller's operations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (NMT Medical Inc)

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