Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date.
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Samples: Membership Interest Purchase Agreement (Thor Industries Inc), Stock Purchase Agreement (Thor Industries Inc), Stock Purchase Agreement (Thor Industries Inc)
Straddle Period. In the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time).
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Samples: Stock Purchase Agreement (RathGibson Inc), Stock Purchase Agreement (Market Central Inc)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes Pre-Closing Tax for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date, except that in the case of property Taxes, the amount of Pre-Closing property Tax Period shall be determined based on the proportion of such Straddle Period occurring on and before the Closing Date and that occurring after the Closing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Paperweight Development Corp), Stock Purchase Agreement (Paperweight Development Corp)
Straddle Period. In the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Income Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate (and for such purpose, the Taxable period of any partnership or other pass-through entity in which Target holds a beneficial interest shall be deemed to terminate at such time).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Renegade Venture Nev Corp), Stock Purchase Agreement (Renegade Venture Nev Corp)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Income Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which Target holds a beneficial interest shall be deemed to terminate at such time).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Leafbuyer Technologies, Inc.), Stock Purchase Agreement (General Employment Enterprises Inc)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes for the Pre-portion of such Straddle Period prior to the Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kou You Kai Ltd.), Stock Purchase Agreement (Compass Diversified Holdings)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) but excluding any transaction occurring outside the ordinary course of business after the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (China Healthcare Acquisition Corp.), Stock Purchase Agreement (Intersections Inc)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate and the amount of other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed by the results during such interim period.
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Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”)Date, the amount of any income Taxes for the Pre-period prior to the Closing Tax Period Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date. The Sellers shall prepare or cause to be prepared and be responsible for the signing and filing of all Tax Returns for the period ending on the Closing Date.
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Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any income Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Income Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the day before the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time).
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Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate and the amount of other Taxes of the Company for a Straddle Period that relates to the Pre- Closing Tax Period shall be deemed by the results during such interim period.
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Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any income Taxes for the Prepre-Closing Tax Period period shall be determined based on an interim closing of the books as of the close of business on the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Rci Hospitality Holdings, Inc.)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Income Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time).
Appears in 1 contract
Samples: Master Restructuring Agreement
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes for that relate to Tax periods or portions thereof ending on or before the Pre-Closing Tax Period Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (HF Foods Group Inc.)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes for the Pre-Closing Tax Period shall be determined based on (i) in the case of any Taxes measured by income or receipts, an interim closing of the books as of the close of business on the Closing Date, and (ii) in the case of any other Taxes, the number of days in the applicable Tax Period up to and including the Closing Date.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (GateHouse Media, Inc.)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any income Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Blocker Entity holds a beneficial interest shall be deemed to terminate at such time).
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Straddle Period. In the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Income Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date.
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Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date Date, (a “Straddle Period”), i) the amount of any Income Taxes for the Pre-Closing Tax Period (as defined in Section 9.2(d)) shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate and (ii) the amount of any other Tax of the Company shall be determined pro rata based on the number of days in each Tax period.
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Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “‘‘Straddle Period”’’), the amount of any Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which HAI holds a beneficial interest shall be deemed to terminate at such time).
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Samples: Amended and Restated Purchase Agreement (Mediware Information Systems Inc)
Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Income Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Acquired Companies holds a beneficial interest shall be deemed to terminate at such time).
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Straddle Period. In the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Income Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing DateDate (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Company or any Subsidiary holds a beneficial interest shall be deemed to terminate at such time).
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