Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof.

Appears in 4 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cvent Inc)

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Allocation of Certain Taxes. (a) The Equityholders Stockholders and Buyer will, to the extent permitted by Applicable applicable Law, elect with the appropriate Taxing Authorities Authority to close the Taxable taxable periods of the Company and the Subsidiary as of and including the Closing Date. In any case where Applicable in which applicable Law does not require or permit such a Taxable taxable period of the Company or Subsidiary to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a "Straddle Period") shall be determined in accordance with the applicable provisions of this Section 8.02(b) 7.9 hereof.

Appears in 1 contract

Samples: V Stock Purchase Agreement (Quanex Corp)

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Allocation of Certain Taxes. (a) The Equityholders Seller and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a7.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b7.02(b) hereof.

Appears in 1 contract

Samples: Member Interest Purchase Agreement (Luna Innovations Inc)

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