Taxable Periods Clause Samples

The 'Taxable Periods' clause defines the specific time frames for which taxes are calculated and reported under an agreement. Typically, it clarifies whether tax obligations apply to periods before, during, or after the effective date of a transaction, and may specify how partial periods are handled, such as prorating tax liabilities if a transaction closes mid-year. This clause ensures both parties understand their respective tax responsibilities for different periods, thereby preventing disputes and ensuring compliance with tax laws.
Taxable Periods. Seller and Buyer shall, to the extent permitted by applicable law, elect with the relevant Taxing Authority to close the taxable period of the Subsidiaries as of the end of the Closing Date. In any case where applicable law does not permit any Subsidiary to close its taxable period as of the end of the Closing Date, then, except as provided in subparagraph (b) above, Taxes attributable to the taxable period of such Subsidiary beginning before and ending after the Closing Date shall be allocated between (i) the period up to the end of the Closing Date ("Pre-Closing Straddle Period") and (ii) the period subsequent to the effective time of the Closing ("Post-Closing Straddle Period"). Such allocation shall be made by means of a closing of the books and records of each Subsidiary as of the effective time of the Closing; provided, that any items that are not reasonably susceptible to such allocation (i.e., certain exemptions, allowances and deductions) shall be apportioned on the basis of elapsed days. "Taxing Authority" shall mean any taxing or other authority in any relevant jurisdiction competent to impose any liability for Taxes.
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Taxable Periods. Ending On or Before the Effective Date. ------------------------------------------------------ Sellers shall prepare and file all Tax Returns required to be filed with respect to Bridgestone for all taxable periods ending on or before the Effective Date.
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Taxable Periods. For purposes of determining the Net Income, Net Losses, or any other items allocable to any period, Net Income, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Partnership Representative or the Designated Individual using any permissible method under Code Section 706 and the Regulations thereunder.
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Taxable Periods. The parties agree that, except as required by Applicable Law, (i) no election shall be made under Treasury Regulations Section 1.1502-76(b)(2)(ii)(D) to ratably allocate items (or make any similar election or ratably allocate items under any corresponding provision of Applicable Law) and (ii) the parties shall not apply the “next day” rule of Treasury Regulations Section 1.1502- 76(b)(1)(ii)(B) (or make any similar election or ratably allocate items under any corresponding provision of Applicable Law) with respect to any of the Transaction Tax Deductions, which shall be reported in accordance with Section 8.01.
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Taxable Periods. Unless prohibited by applicable law, any taxable year or other period of AS Spinco or any AS Spinco Subsidiary (including any Disregarded Foreign Subsidiary) that is included in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return that includes the Distribution Date shall end on the close of the Distribution Date. Taxes or Tax attributes of AS Spinco and any AS Spinco Subsidiary for the taxable period including the Distribution Date shall be allocated using a closing-of-the-books method. If applicable law prohibits a Disregarded Foreign Subsidiary from closing its taxable year as of the Distribution Date, Capital and such Disregarded Foreign Subsidiary shall determine any Tax items includible in a SunGard Consolidated Return, SunGard-AS Spinco Combined Return or SunGard Separate Return as if its taxable year had closed as of the end of the Distribution Date in accordance with principles of Section 2.02(c).
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Taxable Periods. (a) In the case of any taxable period that includes but does not end on the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for such entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that were in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) all Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed based on an actual closing of the books as if such taxable period ended as of the close of business on the Closing Date and, in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other "flow through" entity, based on an actual closing of the books as if the taxable period of such partnership or other "flow through" entity ended as of the close of business on the Closing Date. (b) In the case of any taxable period other than a Straddle Period, all income, deductions, and other items shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on an actual closing of the books of the Company on the day before the Closing Date, and shall be deemed to be a Pre-Closing Tax or a Post-Closing Tax, as applicable, for all purposes of this Agreement.
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Taxable Periods. For purposes of this Agreement, in the case of a Straddle Tax Period, (i) real property, personal property Taxes and any other ad valorem or periodic Taxes imposed on or with respect to the Emerald Entities or the Purchased Assets (that are not based on income, receipts, services or transactions, including sales, use, withholding, payroll or other employment Taxes) allocable 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 Tax Period, and (ii) the amount of all other Taxes (other than Transfer Taxes) of the Emerald Entities for a Straddle Tax Period allocable to the Pre-Closing Tax Period shall be computed as if such Tax period ended as of the close of business on the Closing Date. For purposes of this Agreement, when determining any Tax of any Person under Section 951 of the Code, Section 951A of the Code or Section 965 of the Code with respect to any Emerald Entity, the amount of such Tax, if any, shall be calculated as if the taxable year of such Emerald Entity ended on the Closing Date.
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Related to Taxable Periods

  • Straddle Periods Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

  • Fiscal Periods Change its fiscal year-end to a date other than December 31, or its fiscal quarters to a date other than March 31, June 30, September 30 and December 31.

  • Taxable Year The taxable year of the Partnership shall be the calendar year.

  • Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.

  • Meal Periods (a) Meal periods shall be scheduled as close as possible to the middle of the scheduled hours of work. The length of the meal period shall be agreed to at the local level and shall be not less than 30 minutes nor more than 60 minutes. (b) An employee shall be entitled to take their meal period away from the workstation. Where this cannot be done, the meal period shall be considered as time worked.