Straddle Agreements Sample Clauses
A Straddle Agreements clause defines the rules and procedures for handling tax items or obligations that span across two or more tax periods, typically due to a transaction or event occurring at the boundary of those periods. In practice, this clause specifies how income, deductions, credits, or liabilities are allocated between the parties for each relevant tax period, often using a pro rata or closing-of-the-books method. Its core function is to ensure fair and clear allocation of tax responsibilities, preventing disputes over which party is liable for taxes arising from transitional events.
Straddle Agreements. If a Straddle Agreement is discovered by the Parties after the Effective Date, within ninety (90) days of the date of discovery, the Parties shall undertake to establish the most appropriate, including the most cost effective, method of leveraging such Straddle Agreement for the benefit of both Parties and if necessary, shall negotiate in good faith to determine an alternative to Vendor using the Straddle Agreement to perform the Services.
Straddle Agreements. If a Straddle Agreement is discovered by the Parties after the Effective Date or the Work Order Effective Date, as applicable, within ninety (90) days of the date of discovery the Parties shall undertake to establish the following: (i) the most appropriate, including the most cost effective, method of leveraging such Straddle Agreement for the benefit of both Parties; (ii) whether the Straddle Agreement should be assigned to Vendor; (iii) whether or to what extent Vendor should assume financial responsibility for the Straddle Agreement; and (iv) adjustments to make, if any, to Vendor’s Charges. Such agreements of the Parties shall be retroactively effective from the applicable Service Tower Commencement Date or Work Order Commencement Date, as applicable. If the Parties do not agree on the foregoing matters with respect to a particular Straddle Agreement, subject to Section 3.5, Vendor shall remain responsible, without use or benefit of the Straddle Agreement, for performing the Services.