Apportionment of Taxes Sample Clauses

Apportionment of Taxes. (a) With respect to any Taxes imposed upon any Acquired Company that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall, (i) in the case of Taxes that are either (A) based upon or related to income, receipts or shareholders’ equity or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on the Closing Date, (ii) in the case of Taxes (other than those described above in clause (i)) imposed on a periodic basis with respect to the Acquired Companies or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (iii) in the case of Taxes that are imposed as a result of transactions occurring on the Closing Date that are outside the ordinary course of business and not contemplated by this Agreement, be deemed to be the amount of such Taxes that is properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date prior to the Closing. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the entire amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.2(a) shall be computed by reference to the level of such items on the Closing Date.
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Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate to a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date) the Parties agree as follows:
Apportionment of Taxes. (a) To the extent permitted or required by applicable Law, the taxable year of each of the Purchased Entities that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) property Taxes and other Taxes imposed on a periodic basis allocable to the Pre-Closing Tax Period based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period and (ii) Taxes (other than Taxes described in clause (i)) allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the end of the day on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each period. Subject to the provisions of this Agreement, Seller shall be liable for Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing Tax Period, and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing Tax Period. Seller shall also be responsible, without duplication, for any Excluded Taxes (except for any Excluded Taxes for which Seller is not required to indemnify Purchaser pursuant to Section 9.2(c)(vi)).
Apportionment of Taxes. The parties hereto agree that all personal property Taxes and similar ad valorem obligations that are levied with respect to the Transferred Assets or the Acquired Business for assessment periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between Seller and Purchaser as of the Closing Date based on the number of days in any such period falling on or before the Closing Date, on the one hand, and after the Closing Date, on the other hand (it being understood that Purchaser is responsible for the portion of each such Apportioned Obligation attributable to the number of days after the Closing Date in the relevant assessment period). Purchaser shall cooperate in assuring that Apportioned Obligations the payment of which is due on or prior to the Closing Date are billed directly to and paid by Seller, and that Apportioned Obligations whose payment is due after the Closing Date shall be billed directly to and paid by Purchaser. On the Closing Date, Seller shall deliver to Purchaser any xxxx received by it in respect of any Apportioned Obligations not yet due and payable together with payment in an amount equal to Seller’s pro rata share of such xxxx. Seller and Purchaser shall each present or cause to be presented a statement to the other setting forth the amount of reimbursement to which each is entitled under this Article XI as of the most recent practicable date (together with such supporting evidence as may be reasonably requested), and they shall calculate the amount by which such reimbursement owed to one party exceeds that owed to the other (the “Proration Amount”), and on such date the Proration Amount so determined shall be paid by the party owing it to the other. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for Apportioned Obligations, part or all of which are attributable to any period following the Closing Date, and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate taxing authority or other obligee, provided that if such xxxx covers any Apportioned Obligations for any period on or before the Closing Date, Seller shall also remit to Purchaser, prior to the due date of such xxxx, payment of the proportionate amount of such xxxx that is attributable to such period on or before the Closing Date. In the event that any party shall thereafter make a payment for which it is entitled to reimbursement under this Article XI, the party so oblig...
Apportionment of Taxes. All Taxes and Tax liabilities with respect to the Company or any Subsidiary that relate to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a "Straddle Period") will be apportioned between the portion of the Straddle Period that extends from the first of day of such Straddle Period through the Closing Date (the "Pre-Closing Straddle Period") and the portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the "Post-Closing Straddle Period") as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts or profits (but not including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, as provided under Section 7.3), or (iii) required to be withheld such Taxes shall be deemed equal to the amount which would be payable if the Tax year ended at the end of the day on the Closing Date; and (b) in the case of Taxes imposed on a periodic basis with respect to the Company or any Subsidiary, or otherwise measured by the level of any item, such Taxes shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.
Apportionment of Taxes. If the Project is assessed as part of a larger parcel, then Landlord shall equitably apportion the Real Property Taxes assessed against the real property which includes the Project and reasonably determine the amount of Real Property Taxes attributable to the Project. If other buildings exist on the assessed parcel, the Real Property Taxes apportioned to the project shall be based upon the ratio of the square footage of all buildings within the Project to the square footage of all buildings on the assessed parcel, and the amount of Real Property Taxes so apportioned to the Project shall be included as part of Operating Expenses. Landlord's reasonable determination of such apportionment shall be conclusive.
Apportionment of Taxes. All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between the Sellers and Purchaser as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period, and the number of days of such taxable period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If bills for such Taxes have not been issued as of the Closing Date, and, if the amount of such Taxes for the period including the Closing Date is not then known, the apportionment of such Taxes shall be made at Closing on the basis of the prior period’s Taxes. After Closing, upon receipt of bills for the period including the Closing Date, adjustments to the apportionment shall be made by the parties, so that if either party paid more than its proper share at the Closing, the other Party shall promptly reimburse such Party for the excess amount paid by them.
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Apportionment of Taxes. In order to apportion appropriately any Taxes relating to any taxable period beginning prior to and ending after the Closing Date ("Straddle Period"), the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Tax Authority to treat for all purposes, the Closing Date as the last day of the taxable year or period of FirstMark, and such period shall be treated as a short taxable year and a Pre-Closing Tax Period for purposes of this Section 9. In any case where applicable law does not permit FirstMark to treat the Closing Date as the last day of the taxable year or period with respect to Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocable to the portion of the taxable year ending on the Closing Date shall be deemed to be equal to the amount which would be payable if the taxable year or period ended on the Closing Date.
Apportionment of Taxes. 27 (c) Refunds........................................28 (d) Cooperation....................................28 (e)
Apportionment of Taxes. For purposes of this Agreement, if any Tax (or Tax refund) relates to a Straddle Period (other than Transfer Taxes which shall be allocated to Buyer in accordance with Section 9.7), the parties shall use the following conventions for determining the portion of such Tax (or Tax refund) that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period:
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