Common use of Straddle Returns Clause in Contracts

Straddle Returns. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to any of the Acquired Companies, Buyer shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, and at least 30 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Buyer shall permit Seller to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as reasonably requested by Seller. Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall receive from Seller an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date (“Allocable Tax”) reduced by the amount of such Allocable Tax, if any, referenced in the calculation of the final working capital as determined under Section 2.4 no later than the due date of the Tax Return. Buyer shall be responsible for timely paying all Taxes due with respect to the period covered by such Tax Return. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 the entire Taxable period, and (y) in the case of any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall (u) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be an amount of such credit 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 the entire Taxable period, and (v) in the case of any credit arising from any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount of credit which would be allowable if the relevant Taxable period ended on the Closing Date but in no case would the credit exceed the total credit allowed in total for the Tax Return for the period reported.

Straddle Returns. (1) With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date ("Straddle Period") with respect to any of the Acquired CompaniesBank, the Buyer shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items items required to be included therein, and at least 30 thirty (30) days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to the Seller. The Buyer shall permit the Seller to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as reasonably requested by SellerReturn. The Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall receive from Seller an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date (“Allocable Tax”) reduced by the amount of such Allocable Tax, if any, referenced in the calculation of the final working capital as determined under Section 2.4 no later than the due date of the Tax Return. Buyer shall be responsible for the timely paying payment of all Taxes due with respect to the period covered by such Tax Return. For purposes The Seller shall pay all Taxes owed by it with respect to the portion of this Sectionsuch Straddle Period ending on the Closing Date in accordance with the procedures set forth in Section 13.01(d). (2) To the extent permitted by applicable law or administrative practice, (A) the taxable year of the Bank that includes the Closing Date shall be treated as closing on (and including) the Closing Date and (B) all transactions occurring after the Closing Date shall be reported on the Buyer's United States federal income tax return to the extent permitted by Treasury Regulation section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Buyer or its Affiliates. In any case where applicable law does not permit the Bank to treat the Closing Date as the last day of the taxable year or period, the portion of any Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall be: (i) in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateor property Taxes or ad valorem Taxes, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax Taxes for the entire Taxable period multiplied by a fraction the numerator of which is the number of calendar days in the Taxable period Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Taxable period, and relevant Straddle Period; and (yii) in the case of any Tax based upon or related to income Taxes not described in clause (including the computation of the Texas Franchise Tax using the “Earned Surplus” methodi) or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period (such as taxes that begins before and ends after the Closing Date shall are either (ux) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be an amount or (y) imposed in connection with any sale or other transfer or assignment of such credit 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 the entire Taxable periodproperty), and (v) in the case of any credit arising from any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount of credit which that would be allowable payable if the relevant Taxable taxable year or period ended on the Closing Date but in no case would the credit exceed the total credit allowed in total for the Tax Return for the period reportedDate.

Straddle Returns. (i) With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to any of the Acquired CompaniesNNGC, Buyer shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, and at least 30 days prior to the due date (including extensionsexten- sions) of such Tax Return shall furnish a copy of such Tax Return to SellerSellers. Buyer shall permit Seller Sellers to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as reasonably requested by SellerSellers. Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall receive from Seller an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date (“Allocable Tax”) reduced by the amount of such Allocable Tax, if any, referenced in the calculation of the final working capital as determined under Section 2.4 no later than the due date of the Tax Return. Buyer shall be responsible for the timely paying payment of all Taxes due with respect to the period covered by such Tax Return. For purposes of this Section, in Sellers shall pay to Buyer within fifteen days after the case of any date on which such Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of were paid with respect to such Tax which relates periods an amount equal to the portion of such Taxable Taxes determined by an interim closing of the books as of the Closing Date which would have been due with respect to the period ending covered by such Tax Return if such taxable period ended on and included the Closing Date to the extent such Taxes are not reflected in the determination of the Final Working Capital Amount. (ii) To the extent permitted by law or administrative practice, (A) the taxable year of NNGC that includes the Closing Date shall be treated as closing on (xand including) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 the entire Taxable period, and (yB) in the case of any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall (u) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be an amount of such credit 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 the entire Taxable period, and (v) in the case of any credit arising from any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount of credit which would be allowable if the relevant Taxable period ended all transactions occurring on the Closing Date but in no case would after the credit exceed the total credit allowed in total for the Closing shall have occurred shall be reported on Buyer's consolidated United States federal income Tax Return for to the period reportedextent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Buyer or its Affiliates.

Straddle Returns. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date (a "Straddle Period Return") with respect to any of the Acquired CompaniesPGE, Buyer PGH II and their respective subsidiaries, Purchaser shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, therein and at least 30 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Buyer Seller shall permit Seller pay to review and comment on each such Tax Purchaser at least five days prior to the due date for the filing of any Straddle Period Return and shall make such revisions to such Tax Returns as reasonably requested by Seller. Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall receive from Seller an amount equal to the portion of the Taxes shown on such Taxes return which relates to the portion of such Taxable taxable period ending on the Closing Date (“Allocable Tax”) reduced by the amount of such Allocable Tax, if any, referenced in the calculation of the final working capital as determined under Section 2.4 no later than the due date of the Tax Return. Buyer shall be responsible for timely paying all Taxes due with respect to the period covered by such Tax Returna"Pre-Closing Straddle Period"). For purposes of this SectionSection 6.13 (c), in the case of any Taxes that are imposed on a periodic basis and are payable for with respect to a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable taxable period ending on the Closing Date shall (x1) in the case of any Taxes other than Taxes based upon or related to income income, receipts, sales or receiptspayroll, 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 the entire Taxable taxable period, and (y2) in the case of any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) income, receipts, sales or receipts payroll, be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall (u) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be an amount of such credit 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 the entire Taxable period, and (v) in the case of any credit arising from any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount of credit which would be allowable if the relevant Taxable period ended on the Closing Date but in no case would the credit exceed the total credit allowed in total for the Tax Return for the period reported.

Straddle Returns. With respect to any Tax Return covering a taxable ---------------- period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date (a "Straddle Period Return") ---------------------- with respect to any of the Acquired CompaniesPGE, Buyer PGH II and their respective subsidiaries, Purchaser shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, therein and at least 30 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Buyer Seller shall permit Seller pay to review and comment on each such Tax Purchaser at least five days prior to the due date for the filing of any Straddle Period Return and shall make such revisions to such Tax Returns as reasonably requested by Seller. Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall receive from Seller an amount equal to the portion of the Taxes shown on such Taxes which return that relates to the portion of such Taxable taxable period ending on the Closing Date (“Allocable Tax”a "Pre-Closing Straddle Period") reduced by the amount of such Allocable Tax, if any, referenced Taxes expensed in the calculation determining Consolidated Net Income for purposes of the final working capital as determined under subsection (b) of Section 2.4 no later than the due date of the Tax Return. Buyer shall be responsible for timely paying all Taxes due with respect to the period covered by such Tax Return5.2. For purposes of this Sectionsubsection (c) of this Section 7.12, in the case of any Taxes that are imposed on a periodic basis and are payable for with respect to a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which that relates to the portion of such Taxable taxable period ending on the Closing Date shall (x1) in the case of any Taxes other than Taxes based upon or related to income income, receipts, sales or receiptspayroll, 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 the entire Taxable taxable period, and (y2) in the case of any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) income, receipts, sales or receipts payroll, be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall (u) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be an amount of such credit 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 the entire Taxable period, and (v) in the case of any credit arising from any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount of credit which would be allowable if the relevant Taxable period ended on the Closing Date but in no case would the credit exceed the total credit allowed in total for the Tax Return for the period reported.

Straddle Returns. With respect to any Tax Return covering a taxable Tax period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date (a “Straddle Period Return”) with respect to any of the Acquired CompaniesCompany, Buyer shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, therein and at least 30 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Seller shall provide Buyer shall permit Seller with the information necessary to review and comment on each prepare all such Tax Returns. Seller shall pay to Buyer at least five (5) days prior to the due date for the filing of any Straddle Period Return and shall make such revisions to such Tax Returns as reasonably requested by Seller. Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall receive from Seller an amount equal to the portion of the Taxes shown on such Taxes return which relates to the portion of such Taxable Tax period ending on the Closing Date (a “Allocable TaxPre-Closing Straddle Period”) reduced by the amount of such Allocable Tax, if any, referenced in the calculation of the final working capital as determined under Section 2.4 no later than the due date of the Tax Return. Buyer shall be responsible for timely paying all Taxes due with respect to the period covered by such Tax Return). For purposes of this SectionSection 8.5.2, in the case of any Taxes Taxes, other than corporate income taxes, that are imposed on a periodic basis and are payable for with respect to a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable taxable period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income income, receipts, sales or receiptspayroll, 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 the entire Taxable taxable period, and (yii) in the case of any Tax Tax, other than corporate income tax, based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) income, receipts, sales or receipts payroll, be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on the Closing Date. Any credits relating franchise or similar Taxes shall be allocated to a Taxable the period that begins before and ends after during which the Closing Date shall (u) in income operations, assets or capital comprising the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be an amount base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such franchise Tax. For purposes of corporate income Tax Returns filed with the IRS and the State of Arkansas, such Tax Returns shall be filed in accordance with the requirements of Internal Revenue Service Regulations §1.1502-76(b), which require that Seller include all items of income, gain, deduction, loss and credit for the entire Taxable period multiplied by portion of the tax return year for which the Company is a fraction the numerator member of which is the number Seller's consolidated tax return group. The Company shall remain a member of days in the Taxable period ending on Seller's consolidated tax return group until the Closing Date and the denominator of Seller shall cause income tax returns to be filed which is the number of days in the entire Taxable period, and (v) in the case of any credit arising from any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal include all applicable return items that occur prior to the amount of credit which would be allowable if the relevant Taxable period ended on the Closing Date but in no case would the credit exceed the total credit allowed in total for Date. For the Tax Return for period following the period reportedClosing Date, all items of income, gain, deduction, loss and credit shall be reported by Buyer in its consolidated group return or in a separate return filed by the Company as set forth in the Internal Revenue Service Regulations §1.1502-76(b). Buyer shall cause income tax returns to be filed which include all applicable return items that occur subsequent to the Closing Date. Income tax payments will be the responsibility of the party required to file the returns.

Straddle Returns. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date (a "Straddle Period Return") with respect to any of the Acquired CompaniesPGE, Buyer PGH II and their respective subsidiaries, Purchaser shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, therein and at least 30 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to Seller. Buyer Seller shall permit Seller pay to review and comment on each such Tax Purchaser at least five days prior to the due date for the filing of any Straddle Period Return and shall make such revisions to such Tax Returns as reasonably requested by Seller. Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall receive from Seller an amount equal to the portion of the Taxes shown on such Taxes return which relates to the portion of such Taxable taxable period ending on the Closing Date (“Allocable Tax”) reduced by the amount of such Allocable Tax, if any, referenced in the calculation of the final working capital as determined under Section 2.4 no later than the due date of the Tax Return. Buyer shall be responsible for timely paying all Taxes due with respect to the period covered by such Tax Returna "Pre-Closing Straddle Period"). For purposes of this SectionSection 6.13(c), in the case of any Taxes that are imposed on a periodic basis and are payable for with respect to a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable taxable period ending on the Closing Date shall (x1) in the case of any Taxes other than Taxes based upon or related to income income, receipts, sales or receiptspayroll, 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 the entire Taxable taxable period, and (y2) in the case of any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) income, receipts, sales or receipts payroll, be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall (u) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be an amount of such credit 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 the entire Taxable period, and (v) in the case of any credit arising from any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount of credit which would be allowable if the relevant Taxable period ended on the Closing Date but in no case would the credit exceed the total credit allowed in total for the Tax Return for the period reported.

Straddle Returns. (i) With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to any of the Acquired CompaniesNNGC, Buyer shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, and at least 30 days prior to the due date (including extensions) of such Tax Return shall furnish a copy of such Tax Return to SellerSellers. Buyer shall permit Seller Sellers to review and comment on each such Tax Return and shall make such revisions to such Tax Returns as reasonably requested by SellerSellers. Buyer shall timely file such Tax Return with the appropriate Taxing Authority, and shall receive from Seller an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date (“Allocable Tax”) reduced by the amount of such Allocable Tax, if any, referenced in the calculation of the final working capital as determined under Section 2.4 no later than the due date of the Tax Return. Buyer shall be responsible for the timely paying payment of all Taxes due with respect to the period covered by such Tax Return. For purposes of this Section, in Sellers shall pay to Buyer within fifteen days after the case of any date on which such Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of were paid with respect to such Tax which relates periods an amount equal to the portion of such Taxable Taxes determined by an interim closing of the books as of the Closing Date which would have been due with respect to the period ending covered by such Tax Return if such taxable period ended on and included the Closing Date to the extent such Taxes are not reflected in the determination of the Final Working Capital Amount. (ii) To the extent permitted by law or administrative practice, (A) the taxable year of NNGC that includes the Closing Date shall be treated as closing on (xand including) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 the entire Taxable period, and (yB) in the case of any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall (u) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be an amount of such credit 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 the entire Taxable period, and (v) in the case of any credit arising from any Tax based upon or related to income (including the computation of the Texas Franchise Tax using the “Earned Surplus” method) or receipts be deemed equal to the amount of credit which would be allowable if the relevant Taxable period ended all transactions occurring on the Closing Date but in no case would after the credit exceed the total credit allowed in total for the Closing shall have occurred shall be reported on Buyer's consolidated United States federal income Tax Return for to the period reportedextent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Buyer or its Affiliates.