Straddle Tax Period Sample Clauses

Straddle Tax Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Tax Period”), the amount of any income Taxes or other Taxes based on receipts 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 the amount of all other Taxes for the Pre-Closing Tax Period shall be determined based on the number of days in the Pre-Closing Period divided by the number of days in the taxable period.
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Straddle Tax Period. For purposes of allocating Taxes where necessary under this Agreement, in the case of any Straddle Tax Period, (A) the amount of any Taxes based upon or measured by income, gain, receipts, proceeds, profits or other similar items or other Taxes not described in (B) that is attributable to the Pre-Closing Tax Period will be based on an interim closing of the books as of the end of the Closing Date, and (B) the amount of any real property, personal property and similar ad 50 valorem Taxes will be deemed to be the amount of such Taxes 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 Tax Period.
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Straddle Tax Period. In the case of any Straddle Tax 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
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Straddle Tax Period. For purposes of calculating the Income Tax Liability Accrual in Indebtedness, in the case of any Straddle Tax Period, the amount of Taxes allocable to the portion of the Straddle Tax Period ending on the Closing Date shall be deemed (i) in the case of any Tax that is imposed on a periodic basis (such as real or personal property Taxes) to be (A) the amount of such Tax for the entire period multiplied by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Tax Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Tax Period and (ii) in the case of any Tax not described in clause (i) above (such as franchise Taxes, payroll or withholding Taxes, Taxes that are based upon or measured by income, receipts or occupancy or imposed in connection with any sale or other transfer or assignment of property (whether real or personal, tangible or intangible)), to be the amount of any such Taxes that would be payable if the taxable year ended as of the end of the Closing Date (and for such purposes, the taxable period of any partnership or other pass-through entity, or any non-U.S. entity in which such Person holds a beneficial interest, directly or indirectly, shall be deemed to terminate at such time).
Sample 1
Straddle Tax Period. In the case of any Taxes (other than Transfer Taxes) that are payable for a Straddle Tax Period, the portion of such Tax attributable to a Pre-Closing Tax Period shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, shall equal the portion of such Tax that would have been payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Purchased Subsidiary. Notwithstanding the forgoing, items attributable to any action taken by Buyer or the Purchased Subsidiary on the Closing Date but after the Closing that is not in the ordinary course of business and not contemplated by this Agreement will not be attributable to a Pre-Closing Tax Period.
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Straddle Tax Period. The Purchase Price shall be decreased by the amount of any ad valorem, personal property and similar Taxes for a Straddle Tax Period that are allocated to Seller pursuant to Section 5.9(a). Any payment or reimbursement required after the Closing to give effect to this Section 2.5(d) shall be made promptly by the relevant Party.
Sample 1
Straddle Tax Period. For purposes of this Agreement, to the extent that it is necessary for purposes of this Agreement to determine the allocation of Taxes for any Straddle Tax Period, the amount of Taxes allocable to the Pre-Closing Tax Period shall be: (a) in the case of any real property Taxes, personal property Taxes, or similar ad valorem obligations, the amount of such Tax for the entire Straddle Tax Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Tax Period through and including the Closing Date and the denominator of which is the number of days in such Straddle Tax Period and (b) in the case of any other Taxes, determined based on a “closing of the books” at the end of the Closing Date.
Sample 1
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Straddle Tax Period. For purposes of this Agreement, (a) the amount of property (real, personal or intangible) Taxes and ad valorem Taxes of the Target Companies (and any other Taxes imposed on a periodic basis without regard to income, payroll, gross receipts or sales or use) allocable to the Pre-Closing Tax Period of any Straddle Tax Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding taxable period) shall be equal to the amount of such Taxes for the entire Straddle Tax Period multiplied by a fraction, (i) the numerator of which is the number of days in the Straddle Tax Period that are in the Pre-Closing Tax Period and (ii) the denominator of which is the total number of days in the entire Straddle Tax Period, and (b) the amount of all other Taxes of the Target Companies allocable to the Pre-Closing Tax Period of any Straddle Tax Period shall be computed as if the applicable taxable period ended as of the close of business on the Closing Date.
Sample 1
Straddle Tax Period. For purposes of this Article X, whenever it is necessary to determine the amount of Taxes (or the non-payment thereof) of either SGF or FSE for a Straddle Tax Period, the determination of the Taxes for the portion of the Straddle Tax Period beginning prior to the Closing Date and ending on the Closing Date, and beginning the day after the Closing Date, shall be determined:
Sample 1

Related to Straddle Tax Period

  • Straddle Period Tax Allocation The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

  • Straddle Period Allocation For purposes of this Agreement, in the case of any Tax imposed with respect to a Straddle Period, the portion of such Tax that is allocable to the portion of such Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes other than Income Taxes, Taxes based on receipts, sales or payments and other Taxes that are transaction based, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period prior to and ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) in the case of any Income Taxes and Taxes based on receipts, sales or payments and other Taxes that are transaction based, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date, provided that all permitted allowances, credits, exemptions and deductions that are normally computed on the basis of an entire year period (such as depreciation and amortization deductions) shall accrue on a daily basis and shall be allocated between the pre-Closing portion of the Straddle Period and the post-Closing portion of the Straddle Period in proportion to the number of days in each such period.

  • Straddle Periods Buyer shall prepare or cause to be prepared (on a basis consistent with past practice) and file or cause to be filed any Tax Returns of the Acquired Companies with respect to any period beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), and shall pay or cause to be paid all Taxes due with respect to such Tax Returns. To the extent that the Indemnifying Stockholders may have liability with respect to such Returns, Buyer (i) shall deliver each such Tax Return to the Stockholder Representative for review at least fifteen (15) days prior to the filing date of any such Tax Return (in cases involving Tax Returns not relating to income taxes, if it is impracticable to deliver such Tax Returns 15 days prior to the filing thereof, such Tax Returns shall be delivered to the Stockholder Representative as far prior to the filing thereof as is practicable); (ii) shall permit the Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing; and (iii) shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative, provided that such revisions relate to the portion of the Straddle Period that ends on the Closing Date. Buyer shall be reimbursed out of the Escrow Assets within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date, except to the extent such Taxes are reflected in the Tax Reserves; provided, however, that the reimbursement provided for in this Section 11.5(a) shall be treated as a Loss and shall be subject to the limitations set forth in Section 11.2 and to the relevant limitation period provided for in Section 12.4. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date shall: (i) 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 Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date; and provided, further, that with respect to Taxes of the Acquired Companies for a Straddle Period, Buyer shall not be reimbursed for any Taxes attributable to LIFO recapture income.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

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