Straddle Period computation Sample Clauses
The Straddle Period computation clause defines how financial amounts or obligations are calculated when a period of responsibility or liability spans across two distinct time frames, such as before and after a transaction closing date. In practice, this clause typically outlines the method for prorating expenses, revenues, or taxes that cover a period both before and after a change in ownership or control, ensuring each party is responsible for their fair share. Its core function is to allocate costs or benefits accurately between parties, preventing disputes and ensuring equitable treatment during transitions.
Straddle Period computation. 7.2.1 The Buyer, or its duly authorised agents, shall, in respect of the Straddle Period, at the Company’s cost and expense:
(a) prepare the corporation tax returns and computations of the Company in a manner that is consistent with past practice other than to the extent required by a change in law or generally accepted accounting practice;
(b) deliver all such returns to the Majority Sellers at least 15 Business Days prior to the due date for submission;
(c) prepare on behalf of the Company all claims, elections, surrenders, disclaimers, notices and consents for the purposes of Tax in respect of the Company and deliver such documents to the Sellers’ Representative at least 15 Business Days prior to the due date for submission;
(d) submit such returns and other documents to the relevant Tax Authority having incorporated any reasonable comments of the Sellers’ Representative received at least five Business Days prior to the submission of such return or document which relate to a matter for which the Majority Sellers may be liable under this Schedule provided that the Buyer is under no obligation to procure the authorisation, signing or submission to any Tax Authority of any return or document delivered to it in accordance with this paragraph which it considers, in its reasonable opinion, to be false, misleading, incomplete or inaccurate in any respect; and
(e) subject to paragraph 6 deal with all matters relating to Tax including the conduct of all related negotiations and correspondence with the relevant Tax Authority.
7.2.2 The Majority Sellers shall procure that the Buyer is given all such reasonable assistance as may be required to prepare the Straddle Period returns and all related documents and agree the same with the relevant Tax Authority.
7.2.3 For the avoidance of doubt, in respect of any Tax Assessment (whereby it appears that the Majority Sellers are or may become liable to make a payment to the Buyer) this paragraph 7 shall not apply or shall cease to apply and any such Tax Assessment shall be governed by paragraph 6 of this Schedule.
Straddle Period computation. 8.4.1 The Buyer, or its duly authorised agents, shall, in respect of the Straddle Period, at the Company’s cost and expense:
a. prepare the corporation tax returns and computations of the Company;
b. deliver all such returns to the Warrantors at least 15 Business Days prior to the due date for submission;
c. prepare on behalf of the Company all claims, elections, surrenders, disclaimers, notices and consents for the purposes of Tax in respect of the Company and deliver such documents to the Warrantors at least 15 Business Days prior to the due date for submission;
d. submit such returns and other documents to the relevant Tax Authority having incorporated any reasonable comments of the Warrantors received at least five Business Days prior to the submission of such return or document which relate to a matter for which the Warrantors may be liable under this Schedule 6 provided that the Buyer is under no obligation to procure the authorisation, signing or submission to any Tax Authority of any return or document delivered to it in accordance with this paragraph which it considers, in its reasonable opinion, to be false, misleading, incomplete or inaccurate in any respect; and
e. subject to paragraph 7 (Conduct of Tax disputes) of this Schedule 6 deal with all matters relating to Tax including the conduct of all related negotiations and correspondence with the relevant Tax Authority.
8.4.2 The Warrantors shall give all such reasonable assistance as may be reasonably required to prepare the Straddle Period returns and all related documents and agree the same with the relevant Tax Authority.