Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. In the case of any real or personal property Taxes (or other similar Taxes) attributable to the Purchased Assets for which Taxes are reported on a Tax Return covering a period commencing before the end of the day on which the Xxxxxxx Closing occurs and ending thereafter (any such period, a “Straddle Period,” and any such tax, a “Straddle Period Tax”), any such Straddle Period Tax shall be prorated between the Franchise Businesses and Parent on a per diem basis. The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other Party (the “Non-Paying Party”) with notice of payment, and within ten (10) business days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Appears in 2 contracts

Samples: Franchise Agreement, Franchise Agreement (Princeton Review Inc)

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Straddle Period Taxes. In the case of any real or personal property Taxes (or other similar TaxesTaxes imposed on a periodic basis) (each, a “Straddle Period Tax”) attributable to the Purchased Acquired Assets for which Taxes that are reported on a Tax Return covering a period commencing beginning on or before the end of the day on which the Xxxxxxx Closing occurs Date and ending thereafter (any such period, a “Straddle Period,” and any such tax, a “Straddle Period Tax”), any such Straddle Period Tax Taxes shall be prorated between the Franchise Businesses Purchaser and Parent Seller on a per diem basis. The party Party required by law applicable Law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed and in the manner required by law applicable Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other Party (the “Non-Paying Party”) with notice of paymentthe amount of such Straddle Period Taxes, and within ten (10) business 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Immunome Inc.), Asset Purchase Agreement (Ayala Pharmaceuticals, Inc.)

Straddle Period Taxes. In the case of any real or personal property Taxes (or other similar TaxesTaxes imposed on a periodic basis) attributable to the Purchased Product Assets for which Taxes that are reported on a Tax Return covering a period commencing beginning on or before the end of the day on which the Xxxxxxx Closing occurs and ending thereafter (any such period, a “Straddle Period,” and any such taxeach, a “Straddle Period Tax”), any such Straddle Period Tax Taxes shall be prorated between the Franchise Businesses UT and Parent Arena on a per diem basis. The party Party required by law applicable Law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed and in the manner required by law applicable Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other Party party (the “Non-Paying Party”) with notice of paymentthe amount of such Straddle Period Taxes, and within ten (10) business days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Appears in 2 contracts

Samples: Exclusive License Agreement (UNITED THERAPEUTICS Corp), Exclusive License Agreement (Arena Pharmaceuticals Inc)

Straddle Period Taxes. In the case of any real or personal property Taxes (or other similar TaxesTaxes imposed on a periodic basis) attributable to the Purchased Acquired Assets for which Taxes that are reported on a Tax Return covering a period commencing beginning on or before the end of the day on which the Xxxxxxx Closing occurs and ending thereafter (any such period, a “Straddle Period,” and any such taxeach, a “Straddle Period Tax”), any such Straddle Period Tax Taxes shall be prorated between the Franchise Businesses Purchaser and Parent Seller on a per diem basis. The party Party required by law applicable Law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed and in the manner required by law applicable Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other Party party (the “Non-Paying Party”) with notice of paymentthe amount of such Straddle Period Taxes, and within ten (10) business 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Homology Medicines, Inc.)

Straddle Period Taxes. In the case of any real or personal property Taxes (or other any similar Taxes) ad valorem Taxes attributable to the Purchased Assets for which Taxes are reported on a Tax Return covering a period commencing before the end of the day on which the Xxxxxxx Closing occurs Date and ending thereafter (any such period, a “Straddle Period,” and any such tax, a “Straddle Period Tax”), any such Straddle Period Tax Taxes shall be prorated between the Franchise Businesses Seller and Parent Buyer on a per diem basis, with Seller being liable for any period up to and including the Closing Date and Buyer being liable for any period commencing after the Closing Date. The party Party required by law Applicable Law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related ), to such Straddle Period Tax within the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other Party (the “Non-Paying Party”) with notice of payment, and within ten (10) business days days’ of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes. The Party required by Applicable Law to file a Tax Return with respect to Straddle Period Taxes shall do so within the time period prescribed by Applicable Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Magnetek, Inc.)

Straddle Period Taxes. In the case of any real or personal property Taxes (or other similar TaxesTaxes imposed on a periodic basis) attributable to the Purchased Product Assets for which Taxes that are reported on a Tax Return covering a period commencing beginning on or before the end of the day on which the Xxxxxxx Closing occurs and ending thereafter (any such period, a “Straddle Period,” and any such taxeach, a “Straddle Period Tax”), any such Straddle Period Tax Taxes shall be prorated between the Franchise Businesses TriSalus and Parent Dynavax on a per diem basis. The party Party required by law applicable Law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed and in the manner required by law applicable Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other Party party (the “Non-Paying Party”) with notice of paymentthe amount of such Straddle Period Taxes, and within ten (10) business days [**] of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Appears in 1 contract

Samples: Asset Purchase Agreement (MedTech Acquisition Corp)

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Straddle Period Taxes. In the case of any real or personal property Taxes (or other similar Taxesad valorem Taxes or Taxes imposed on a periodic basis) attributable to the Purchased Business or the Acquired Assets that are imposed for which Taxes are reported a taxable period beginning on a Tax Return covering a period commencing or before the end of the day on which the Xxxxxxx Closing occurs and ending thereafter after the Closing Date (any such period, a “Straddle Period,” and any such taxeach, a “Straddle Period Tax”), any such Straddle Period Tax Taxes shall be prorated between the Franchise Businesses Purchaser and Parent Seller on a per diem daily basis. The party Party required by law Law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by law Law and shall timely pay such Straddle Period Tax. To the extent any portion of such payment exceeds is the obligation responsibility of the Paying Party other party hereunder, the Paying Party shall provide the other Party party (the “Non-Paying Party”) with notice of paymentthe amount of such Straddle Period Taxes, and within ten (10) business 10 days of receipt of such notice of paymentnotice, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aterian, Inc.)

Straddle Period Taxes. In the case of any real or personal property Taxes (or other similar Taxes) attributable to the Purchased Assets for which Taxes are reported on a Tax Return covering a period commencing before the end of the day on which the Xxxxxxx LeComp Closing occurs and ending thereafter (any such period, a “Straddle Period,” and any such tax, a “Straddle Period Tax”), any such Straddle Period Tax shall be prorated between the Franchise Businesses LeComp and Parent on a per diem basis. The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other Party (the “Non-Paying Party”) with notice of payment, and within ten (10) business days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Appears in 1 contract

Samples: Franchise Agreement (Princeton Review Inc)

Straddle Period Taxes. In the case of any real or personal property Taxes (or other similar Taxesad valorem Taxes or Taxes imposed on a periodic basis) attributable to the Purchased Business or the Acquired Assets that are imposed for which Taxes are reported on a Tax Return covering a period commencing beginning on or before the end of the day on which the Xxxxxxx Closing occurs and ending thereafter after the Closing Date (any such period, a “Straddle Period,” and any such taxeach, a “Straddle Period Tax”), any such Straddle Period Tax Taxes shall be prorated between the Franchise Businesses Purchaser and Parent Seller on a per diem daily basis. The party Party required by law Law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by law Law and shall timely pay such Straddle Period Tax. To the extent any portion of such payment exceeds is the obligation responsibility of the Paying Party other party hereunder, the Paying Party shall provide the other Party party (the “Non-Paying Party”) with notice of paymentthe amount of such Straddle Period Taxes, and within ten (10) business 10 days of receipt of such notice of paymentnotice, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mohawk Group Holdings, Inc.)

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