Common use of Straddle Taxable Periods Clause in Contracts

Straddle Taxable Periods. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Taxable Period”) that is required to be filed after the Closing Date with respect to the Company, (a) Globant shall prepare or cause such Tax Return to be prepared as required by applicable Law, and shall deliver a draft of such Tax Return to the Sellers, for its review and approval at least fifteen (15) days prior to the due date (including extensions) for filing such Tax Return, (b) the Parties shall cooperate and consult with each other in order to finalize such Tax Return, and (c) thereafter, subject to the Sellers’ payment to the Purchasers (provided that, if not paid by the Sellers within ten (10) Business Days after being required by Purchasers to do so, the Purchasers shall be entitled to deduct the relevant amounts from the Escrow Amount) of any portion of any Taxes shown as due and payable on such Tax Return with respect to the portion of the period that ends on the Closing Date that was not reflected as a liability in the calculation of Net Working Capital, the Purchasers shall cause such Tax Return to be executed and duly and timely filed with the appropriate Taxing Authority and shall pay all Taxes shown as due and payable on such Tax Return. Tax Liability for a Straddle Taxable Period shall be apportioned between the portion of the taxable period ending on the Closing Date and the portion of the taxable period beginning after the Closing Date. Such apportionments shall be made on a per diem basis for (i) income, turn over and similar Taxes, including Taxes based on net-worth capital, intangibles or similar items, and (ii) exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation). Such apportionment shall be made for all other Taxes on the basis of a “closing of the books” as of the end of the Closing Date.

Straddle Taxable Periods. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Taxable Period”) that is required to be filed after the Closing Date with respect to the Company, (a) Globant the Purchasers shall prepare or cause such Tax Return to be prepared as required by applicable Law, and shall deliver a draft of such Tax Return to the Sellers, for its review and approval at least fifteen (15) days prior to the due date (including extensions) for filing such Tax Return, (b) the Parties shall cooperate and consult with each other in order to finalize such Tax Return, and (c) thereafter, subject to the Sellers’ payment to the Purchasers (provided that, if not paid by the Sellers within ten (10) Business Days after being required by Purchasers to do so, the Purchasers shall be entitled to deduct the relevant amounts from any following payment to be made to the Escrow AmountSellers, including from the Cash for G-Shares Tranche 2) of any portion of any Taxes shown as due and payable on such Tax Return with respect to the portion of the period that ends on the Closing Date that was not reflected as a liability in the calculation of the Net Working CapitalCapital or the Minimum Required Cash, the Purchasers shall cause such Tax Return to be executed and duly and timely filed with the appropriate Taxing Authority and shall pay all Taxes shown as due and payable on such Tax Return. If the Sellers and the Purchasers are unable to resolve any disputes arising hereunder within thirty (30) calendar days, then the dispute shall be submitted to the Financial Arbitrator for determination and the procedure set forth in Section 1.4.(c) shall apply mutatis mutandi. Tax Liability for a Straddle Taxable Period shall be apportioned between the portion of the taxable period ending on the Closing Date and the portion of the taxable period beginning after the Closing Date. Such apportionments shall be made on a per diem basis for (i) income, turn over and similar Taxes, including Taxes based on net-worth capital, intangibles or similar items, and (ii) exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation). Such apportionment shall be made for all other Taxes on the basis of a “closing of the books” as of the end of the Closing Date.

Straddle Taxable Periods. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Taxable Period”) that is required to be filed after the Closing Date with respect to the Company, (a) Globant the Purchaser shall cause the Company to prepare or cause such Tax Return to be prepared as required by applicable Law, and shall deliver a draft of such Tax Return to the Sellers, for its their review and approval at least fifteen (15) days prior to the due date (including extensions) for filing such Tax Return, (b) the Parties shall cooperate and consult with each other in order to finalize such Tax Return, and (c) thereafter, subject to the Sellers’ payment to the Purchasers (provided that, if not paid by the Sellers within ten (10) Business Days after being required by Purchasers to do so, the Purchasers shall be entitled to deduct the relevant amounts from the Escrow Amount) Purchaser of any portion of any Taxes shown as due and payable on such Tax Return with respect to the portion of the period that ends on the Closing Date that was not reflected as a liability in the calculation of Net Working CapitalCapital and/or in the Financial Statements, the Purchasers Purchaser shall cause such Tax Return to be executed and duly and timely filed with the appropriate Taxing Authority taxing authority and shall pay all Taxes shown as due and payable on such Tax Return. Tax Liability liability for a Straddle Taxable Period shall be apportioned between the portion of the taxable period ending on the Closing Date and the portion of the taxable period beginning after the Closing Date. Such apportionments shall be made on a per diem basis for (i) income, turn income and turn-over Taxes and similar Taxes, including Taxes based on net-worth capital, intangibles or similar items, and Taxesand (ii) exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation). Such apportionment shall be made for all other Taxes on the basis of a “closing of the books” as of the end of the Closing Date.

Straddle Taxable Periods. With respect to any Tax Return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Taxable Period”) that is required to be filed after the Closing Date with respect to the Company, (a) Globant the Purchaser shall prepare or cause such Tax Return to be prepared as required by applicable Law, and shall deliver a draft of such Tax Return to the SellersSeller, for its review and approval at least fifteen (15) days prior to the due date (including extensions) for filing such Tax Return, (b) the Parties shall cooperate and consult with each other in order to finalize such Tax Return, and (c) thereafter, subject to the Sellers’ Seller’s payment to the Purchasers Purchaser (provided that, if not paid by the Sellers Seller within ten (10) Business Days after being required by Purchasers Purchaser to do so, the Purchasers Purchaser shall be entitled to deduct the relevant amounts from any following payment to be made to the Escrow Amount) Seller, including from the Contingent Payments of any portion of any Taxes shown as due and payable on such Tax Return with respect to the portion of the period that ends on the Closing Date that was not reflected as a liability in the calculation of the Net Working CapitalCapital or the Minimum Required Cash, as applicable, the Purchasers Purchaser shall cause such Tax Return to be executed and duly and timely filed with the appropriate Taxing Authority and shall pay all Taxes shown as due and payable on such Tax Return. If the Seller and the Purchaser are unable to resolve any disputes arising hereunder within thirty (30) calendar days, then the dispute shall be submitted to the Financial Expert for determination and the procedure set forth in Section 1.4.(c) shall apply mutatis mutandis. Tax Liability for a Straddle Taxable Period shall be apportioned between the portion of the taxable period ending on the Closing Date and the portion of the taxable period beginning after the Closing Date. Such apportionments shall be made on a per diem basis for (i) income, turn over and similar Taxes, including Taxes based on net-worth capital, intangibles or similar items, and (ii) exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation). Such apportionment shall be made for all other Taxes on the basis of a “closing of the books” as of the end of the Closing Date.