Common use of Allocation of Straddle Period Taxes Clause in Contracts

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) all Property Taxes shall be apportioned between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, based on the number of days in such Straddle Period included in the Pre-Closing Tax Period and the number of days in such Straddle Period included in the Post-Closing Tax Period, and (b) all other Taxes shall be apportioned between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, as though such taxable period terminated as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, in proportion to the number of days in such Straddle Period included in the Pre-Closing Tax Period and the number of days in such Straddle Period included in the Post-Closing Tax Period.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunnova Energy International Inc.), Stock Purchase Agreement (Victory Capital Holdings, Inc.), Agreement and Plan of Merger (Invesco Ltd.)

AutoNDA by SimpleDocs

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) all Property Taxes shall be apportioned between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, based on the number of days in such Straddle Period included in the Pre-Closing Tax Period and the number of days in such Straddle Period included in the Post-Closing Tax Period, and (b) all other Taxes shall be apportioned between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, as though such taxable period terminated as of the close of business on the Closing Date; provided that (i) exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, in proportion to the number of days in such Straddle Period included in the Pre-Closing Tax Period and the number of days in such Straddle Period included in the Post-Closing Tax Period, (ii) all Tax Items resulting from any Company Transaction Expenses will (to the extent permitted by Applicable Law) be allocated to the portion of the Straddle Period that is deemed to end on the close of business on the Closing Date, and (iii) all Tax Items related to the Excluded Assets will be allocated to the portion of the Straddle Period that is deemed to end on the close of business on the Closing Date.

Appears in 1 contract

Samples: Transaction Agreement (Patria Investments LTD)

AutoNDA by SimpleDocs

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Straddle Period, (a) all Property Taxes shall be apportioned between the Pre-Closing Tax Period, on the one hand, Period and the Post-Closing Tax Period, on the other hand, Period based on the number of days in such Straddle Period included in the Pre-Closing Tax Period and the number of days in such Straddle Period included in the Post-Closing Tax Period, and (b) all . All other Taxes shall be apportioned between the Pre-Closing Tax Period, on the one hand, Period and the Post-Closing Tax Period, on the other hand, Period as though such taxable period terminated as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, in proportion to the number of days in such Straddle Period included in the Pre-Closing Tax Period and the number of days in such Straddle Period included in the Post-Closing Tax Period, unless otherwise required by Law.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hologic Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.