Common use of Allocation of Taxes for a Straddle Period Clause in Contracts

Allocation of Taxes for a Straddle Period. Pre-Closing Taxes (including Transfer Charges) shall include Taxes for a Straddle Period in an amount equal to: (A) in the case of any gross receipts, income or similar Taxes, the portion of such Taxes allocable to the portion of the Straddle Period ending on or before the Closing Date, as determined on the basis of the deemed closing at the end of the Closing Date of the relevant books and records of the Company and (B) in the case of any Taxes (other than gross receipts, income, or similar Taxes), the Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Columbia Care Inc.), Agreement and Plan of Merger (Columbia Care Inc.)

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Allocation of Taxes for a Straddle Period. Pre-Closing Taxes (including other than Transfer Charges) shall include Taxes for a Straddle Period in an amount equal to: (A) in the case of any gross receipts, income or similar Taxes, the portion of such Taxes allocable to the portion of the Straddle Period ending on or before the Closing Date, as determined on the basis of the deemed closing at the end of the Closing Date of the relevant books and records of the Company and its Subsidiaries and (B) in the case of any Taxes (other than gross receipts, income, or similar Taxes), the Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Columbia Care Inc.)

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Allocation of Taxes for a Straddle Period. Pre-Closing Taxes (including Transfer Charges) shall include Taxes for a Straddle Period in an amount equal to: (A) in the case of any gross receipts, income or similar Taxes, the portion of such Taxes allocable to the portion of the Straddle Period ending on or before the Closing Date, as determined on the basis of the deemed closing at the end of the Closing Date of the relevant books and records of the Company Companies and their respective Subsidiaries and (B) in the case of any Taxes (other than gross receipts, income, or similar Taxes), the Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

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