Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

Appears in 6 contracts

Samples: Non Competition Agreement (Analogic Corp), Agreement and Plan of Merger (Akamai Technologies Inc), Agreement and Plan of Merger (Akamai Technologies Inc)

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Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreign, state or local Tax income tax laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 3 contracts

Samples: Membership Interest Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.), Membership Interest Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.), Membership Interest Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.)

Allocation of Certain Taxes. (a) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreignstate, state local or local Tax federal income tax laws to treat the Closing Date as the last day of a taxable period, such then the parties shall cause the Company to treat that day shall be treated as the last day of a taxable period.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Marine Park Holdings, Inc.), Stock Purchase Agreement (ABC Funding, Inc), Stock Purchase Agreement (Energy Venture, Inc.)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreign, state or local Tax income tax laws to treat the Closing Date date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 3 contracts

Samples: Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.), Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.), Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)

Allocation of Certain Taxes. (a) If any of the Surviving Corporation or the Company Business Entities is permitted, permitted but not required, required under applicable foreignstate, state local or local foreign income Tax laws to treat the Closing Date as the last day of a taxable period, then the parties shall cause such Business Entity to treat that day shall be treated as the last day of a taxable period.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Altria Group, Inc.), Agreement and Plan of Merger (General Mills Inc), Agreement and Plan of Merger (Diageo PLC)

Allocation of Certain Taxes. (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Agl Resources Inc), Stock Purchase Agreement (Agl Resources Inc), Stock Purchase Agreement (Agl Resources Inc)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the a Company is permitted, permitted but not required, required under applicable foreignfederal, state state, local, or local non-U.S. income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such then the Parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Muscle Maker, Inc.), Membership Interest Exchange Agreement (Muscle Maker, Inc.)

Allocation of Certain Taxes. (aA) If the Surviving Corporation or Companies and the Company is permitted, Subsidiaries are permitted but not required, required under applicable foreignstate, state local, or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Progress Rail Services, Inc.), Agreement and Plan of Merger (Progress Energy Inc)

Allocation of Certain Taxes. (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Park Ohio Holdings Corp)

Allocation of Certain Taxes. (a) If the Surviving Corporation Company or the Company any Subsidiary is permitted, but not required, under applicable foreign, state or local Tax laws Laws to treat the Closing Date as the last day of a taxable period, the Company or applicable Subsidiary shall take all permitted or required actions to treat such day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intertape Polymer Group Inc)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, Companies and Subsidiaries are permitted but not required, required under applicable foreignstate, state local, or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eurand N.V.)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreignstate, state local or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Employment Agreement (InfuSystem Holdings, Inc)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreignstate, state local, or local Tax laws foreign income tax Laws to treat the Closing Date as the last day of a taxable period, such then the Parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Andersons Inc)

Allocation of Certain Taxes. (ai) If the Surviving Corporation Company or the Company any Subsidiary is permitted, permitted but not required, required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kenexa Corp)

Allocation of Certain Taxes. (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perkinelmer Inc)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (On Assignment Inc)

Allocation of Certain Taxes. (a) If the Surviving Corporation or the Company is permitted, Target Companies are permitted but not required, required under applicable foreign, state or local income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such then the Parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edgar Online Inc)

Allocation of Certain Taxes. (a) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreignstate, state local or local Tax foreign income tax laws to treat the Closing Date as the last day of a taxable period, such then the parties shall cause the Company to treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Purchase Agreement (Standard Automotive Corp)

Allocation of Certain Taxes. (ai) If any of the Surviving Corporation or the Company Companies is permitted, permitted but not required, required under applicable foreignstate, state local or local Tax non-U.S. income tax laws to treat the Closing Date as the last day of a taxable period, such then the parties shall cause the Companies, as applicable, to treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nexstar Finance Inc)

Allocation of Certain Taxes. (ai) If the Surviving Corporation an Acquired Company or the Company Oak Blocker is permitted, permitted but not required, required under applicable foreignstate, state local, or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Purchase Agreement (Verisk Analytics, Inc.)

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Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreignstate, state local, or local Tax foreign income tax laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Union Street Acquisition Corp.)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreignstate, state local, or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such then the Parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Merger Agreement (Sprouts Farmers Markets, LLC)

Allocation of Certain Taxes. (aA) If the Surviving Corporation any of Target or the Company its Subsidiaries is permitted, permitted but not required, required under applicable foreignstate, state local, or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such then the Parties shall treat that day shall be treated as the last day of a taxable periodperiod for Target or its Subsidiaries.

Appears in 1 contract

Samples: Purchase Agreement (Dollar Financial Corp)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, Acquired Companies are permitted but not required, required under applicable foreignstate, state local, or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable Tax period, such then the parties shall treat that day shall be treated as the last day of a taxable such Tax period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quixote Corp)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreignstate, state local, or local Tax laws foreign income tax Laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perkinelmer Inc)

Allocation of Certain Taxes. (a) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreignstate, state local or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable period, such then the Parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Merger Agreement (Commvault Systems Inc)

Allocation of Certain Taxes. (ai) If the Surviving Corporation Company or the Company any of its Subsidiaries is permitted, permitted but not required, required under applicable foreignstate, state local or local Tax foreign income tax laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cognizant Technology Solutions Corp)

Allocation of Certain Taxes. (a) If the Surviving Corporation or Corporation, the Company or any Subsidiary is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Purchase Agreement (Kadant Inc)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, Target Companies are permitted but not required, required under applicable foreignstate, state local, or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable Tax period, such then the parties shall treat that day shall be treated as the last day of a taxable such Tax period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quixote Corp)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, Companies are permitted but not required, required under applicable foreign, state or local Tax income tax laws to treat the Closing Date date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)

Allocation of Certain Taxes. (ai) If the Surviving Corporation or the Company is permitted, permitted but not required, required under applicable foreignstate, state local, or local foreign income Tax laws to treat the Closing Date as the last day of a taxable period, such then the parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Cipher Pharmaceuticals Inc)

Allocation of Certain Taxes. (aj) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws Law to treat the Closing Date as the last day of a taxable period, such then the Parties shall treat that day shall be treated as the last day of a taxable period.

Appears in 1 contract

Samples: Purchase Agreement (Metlife Inc)

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