Common use of Straddle Period Clause in Contracts

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 Seller and the Subsidiary 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller or the Subsidiary holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller and the Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Southern Union Co), Purchase and Sale Agreement (Laclede Group Inc)

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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 Seller the Company and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller the Company or the Subsidiary any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller the Company and the Subsidiary its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 3 contracts

Samples: Merger Agreement (Progress Software Corp /Ma), Merger Agreement (Quanta Services Inc), Stock Purchase Agreement (Washington Trust Bancorp 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 Seller and the its Subsidiary 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller or the its Subsidiary holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller and the its Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Southern Union Co)

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 based on or measured by income or receipts of Seller the Company and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which Seller the Company or the Subsidiary any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller the Company and the Subsidiary its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Pro Fac Cooperative Inc), Unit Purchase Agreement (Agrilink Foods 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 Seller and the Company or Subsidiary 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller the Company or the Subsidiary holds a beneficial interest shall be deemed to terminate at such time) ), and the amount of other Taxes of Seller and the Company or Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 2 contracts

Samples: Share Purchase Agreement (Transcat Inc), Share Purchase Agreement (Transcat 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 Seller Company and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller Company or the Subsidiary any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) ); and the amount of other Taxes of Seller Company and the Subsidiary its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 2 contracts

Samples: Merger Agreement (Zarlink Semiconductor Inc), Merger Agreement (Zarlink Semiconductor 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 Seller the Company and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller the Company or the Subsidiary any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller the Company and the Subsidiary its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Elsinore Services Inc), Stock Purchase Agreement (Ariel Way Inc)

Straddle Period. In the case of any taxable Tax 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 Seller the Company and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which Seller the Company or the Subsidiary any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller the Company and the Subsidiary its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Tax period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 2 contracts

Samples: Merger Agreement (Headwaters Inc), Merger Agreement (Headwaters 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 Seller and the Subsidiary Target Companies 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller or any of the Subsidiary Target Companies holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller and the Subsidiary Target Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Interstate Hotels & Resorts 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 Seller Target and the Subsidiary InnoWare Plastic 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller Target or the Subsidiary InnoWare Plastic holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller Target and the Subsidiary InnoWare Plastic for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Solo Cup CO)

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 of the Companies based on upon or measured by net income or receipts of Seller and the Subsidiary gain for the Pre-Closing Tax Period shall will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which Seller or the Subsidiary any Company holds a beneficial interest shall will be deemed to terminate at such time) and the ). The amount of Taxes other than Taxes of Seller and the Subsidiary Companies based upon or measured by net income or gain for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall will be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thor Industries 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 Seller and the Subsidiary Acquired Subsidiaries 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller or the Subsidiary Acquired Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller and the Subsidiary Acquired Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Share Purchase Agreement (Baker Michael Corp)

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date date of this Agreement (a "Straddle Period"), the amount of any Taxes based on or measured by income or receipts of Seller NewCo and the Subsidiary TechFront 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 date of this Agreement (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller NewCo or the Subsidiary TechFront holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller NewCo and the Subsidiary TechFront for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date date of this Agreement and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quepasa 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 Taxes based on or measured by income or receipts of Seller Company and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which Seller Company or the Subsidiary any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller Company and the Subsidiary its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Merger Agreement (Acacia Research 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 Taxes based on or measured by income or receipts of Seller Xxxxxx and the Subsidiary its Subsidiaries for the Pre-Closing Tax Straddle Period shall will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller Xxxxxx or the Subsidiary its Subsidiaries holds a beneficial interest shall will be deemed to terminate at such time) and the amount of other Taxes of Seller Xxxxxx and the Subsidiary its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Share Purchase Agreement (Surmodics Inc)

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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 Seller Xxxx and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller Xxxx or the any Subsidiary holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller Xxxx and the Subsidiary its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cardiotech International 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 Seller the Company and the Subsidiary Subsidiaries 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller the Company or the Subsidiary holds Subsidiaries hold a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller the Company and the Subsidiary Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Purchase Agreement (Homeland Security Capital 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 Taxes based on or measured by income or receipts (including Michigan single business tax) of Seller and the Subsidiary Companies 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller or the Subsidiary Companies holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller and the Subsidiary Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hayes Lemmerz International 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 Seller and the applicable Company or Company Subsidiary 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller any Company or the Company Subsidiary holds a beneficial interest shall be deemed to terminate at such time) ), and the amount of other Taxes of Seller and the applicable Company or Company Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Equity Purchase Agreement (Athenex, 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 Seller and the Subsidiary Acquired Companies for the Pre-Closing Tax Period shall will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller or any of the Subsidiary Acquired Companies holds a beneficial interest shall will be deemed to terminate at such time) and the amount of other Taxes of Seller and the Subsidiary Acquired Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Share Purchase Agreement (Ezcorp 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 based on or measured by income or receipts of Seller the Company and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which Seller the Company or the Subsidiary any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller the Company and the Subsidiary its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aecom Technology 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 Taxes based on or measured by income or receipts of Seller Target and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller Target or the Subsidiary any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller Target and the Subsidiary its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quality Distribution 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 Seller and the Subsidiary its Subsidiaries 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller or the Subsidiary its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller and the Subsidiary its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Southern Union Co)

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 Seller and the Company or any Company Subsidiary 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 (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller the Company or the any Company Subsidiary holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller and the Company or any Company Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Peerless Manufacturing Co)

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