Taxes for Short Taxable Year Sample Clauses
The "Taxes for Short Taxable Year" clause defines how taxes are calculated and allocated when a taxable period is shorter than a standard full year, often due to events like the start or end of a business, mergers, or acquisitions. This clause typically outlines the method for prorating income, deductions, and tax liabilities for the partial year, ensuring that each party is responsible for their fair share of taxes during their period of ownership or operation. Its core function is to provide clarity and fairness in tax obligations when a business does not operate for a full tax year, thereby preventing disputes and ensuring compliance with tax regulations.
Taxes for Short Taxable Year. For purposes of paragraphs (i) and (ii), whenever it is necessary to determine the liability for Taxes of the Company for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Company had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of paragraphs (a) and (b), whenever it is necessary to determine the liability for Taxes of the Companies or the Transferred Subsidiaries for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Companies or the Transferred Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Companies and the Transferred Subsidiaries had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of Section 5.15(a), whenever it is necessary to determine the Liability for Taxes for a portion of a Straddle Period, the determination of the Taxes for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that Visant had a taxable year or period which ended at the close of the Closing Date, except that (i) Taxes that cannot reasonably be apportioned on a short taxable year basis (such as property tax assessments) shall be apportioned on a time basis and (ii) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of subsections (a) and (b), whenever it is necessary to determine the liability for Taxes of Foremost for a portion of a taxable year or period that begins before and ends after the Financial Closing, the determination of the Taxes of Foremost for the portion of the year or period ending on, and the portion of the year or period beginning after, the Financial Closing shall be determined by assuming that Foremost had a taxable year or period which ended at the close of the Financial Closing, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. In allocating any liability for Taxes between Sellers and Buyer, there shall only be allocated to Sellers Tax liability arising from the ordinary business activities of Foremost. Without limiting the generality of the foregoing, if Buyer shall dissolve Foremost or cause Foremost to transfer all or any significant portion of its assets on the Financial Closing (whether by sale, exchange, merger, distribution or otherwise), or if Foremost shall conduct any other activity outside of the ordinary course of its business on or after the Financial Closing, any and all resulting Tax liability shall be the sole responsibility of Buyer.
Taxes for Short Taxable Year. For purposes of paragraphs (a)(i) and (a)(ii), whenever it is necessary to determine the liability for Taxes of a Company (including any such liability arising from partnership income or loss) or with respect to any of the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC for a portion of a taxable year or period that begins before and ends after the applicable Closing Date (or December 31, 1999), the determination of the Taxes of such Company (or with respect to any of the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC) for the portion of the year or period ending on, and the portion of the year or period beginning after, the applicable Closing Date (or December 31, 1999) shall be determined by assuming a taxable year or period for such Company (or partnership) or with respect to any of the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of Way, the Product Inventory or CIPC which ended at the applicable Closing Date (or December 31, 1999), except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of Sections 5.2 (a) and (b), whenever it is necessary to determine the liability for Taxes of the Company or the Subsidiary for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company and the Subsidiary for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Company and Subsidiary each had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. Whenever it is necessary to ---------------------------- determine the liability hereunder for Taxes of the Bank for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Bank for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Bank had a taxable year or period which ended at the close of the Closing Date and that the Bank closed its books at that time, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned pro rata on a daily basis.
Taxes for Short Taxable Year. For purposes of paragraphs (i) and (ii) above, whenever it is necessary to determine the liability for Taxes of the Group Subsidiaries for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Group Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Group Subsidiaries had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a ratable time basis.
Taxes for Short Taxable Year. For purposes of subsections (a) and (b) of this Section 5.1, whenever it is necessary to determine the liability for Taxes of the Company or any of its Subsidiaries for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company or any of its Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date generally shall be determined by assuming that the Company or any of its Subsidiaries had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, (such as the deduction for depreciation), and Taxes imposed on a periodic basis (such as real property taxes), shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of determining the liability ---------------------------- for Income Taxes of the ▇▇▇▇-▇▇▇▇▇ Group and Key3Media with respect to any Income Tax periods or years that begin before the Distribution Date but do not end on the Distribution Date, there shall be deemed to be a short Income Tax period closing on the Distribution Date and another short Income Tax period beginning on the day immediately following the Distribution Date. Any items of income, deductions, expenditures and Income Tax attributes shall be allocated between these two short Income Tax periods on the basis of the closing of the books method as of the end of the day at the Distribution Date, except that exemptions, allowances or deductions that are calculated on an annual basis shall be prorated on the basis of the number of days in the applicable period that elapsed through the Distribution Date. The ▇▇▇▇-▇▇▇▇▇ Group shall be liable for any Income Taxes attributable to the short Income Tax period deemed to close on the Distribution Date, and Key3Media shall be liable for any Income Taxes attributable to the short Income Tax period beginning on the day immediately following the Distribution Date.