Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) The Buyer and the Seller 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 and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Idx Systems Corp), Stock Purchase and Sale Agreement (Spheris Leasing LLC)

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Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if the either 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 Taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable Taxable period. The Buyer and the Seller agree that they will treat the each Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perkinelmer Inc)

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if the Company or the Subsidiary 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. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Nortek Inc)

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if the Company Seller or SRT 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. The Buyer and the Seller agree that they will treat the Company Business as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Genrad Inc)

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Allocation of Certain Taxes. (a) The Buyer Buyers and the Seller Sellers agree that if the Company any Seller or any Business Subsidiary 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 Buyers and the such Seller shall treat such day as the last day of a taxable period. The Buyer Buyers and the Seller Sellers agree that they will treat the Company each Business Subsidiary as if it ceased to be part of the affiliated group of corporations of which the such Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Skillsoft Public Limited Co)

Allocation of Certain Taxes. (ai) The Buyer and the Seller 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 and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group Affiliated Group of corporations of which the Seller Company is a member within the meaning of Section 1504 of the Code, and and, to the extent applicable, any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacira Pharmaceuticals, Inc.)

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