Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 184 contracts
Samples: Acquisition Agreement (Fdctech, Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Agreement and Plan of Merger (Fdctech, Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “"Straddle Period”"), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 16 contracts
Samples: Stock Purchase Agreement (Travelzoo), Agreement and Plan of Merger (Solar Integrated Roofing Corp.), Agreement and Plan of Merger (Solar Integrated Roofing Corp.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins on or before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Purple Innovation, Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Taxes of the Group Companies for any Pre-Closing Taxes for purposes of this Agreement Tax Period shall be:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Charge Enterprises, Inc.), Stock Acquisition Agreement (Optimus Healthcare Services, Inc.), Stock Purchase Agreement (Charge Enterprises, Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins on or before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for the Pre-Closing Tax Period for purposes of this Agreement shall be:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Agreement Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Agreement Taxes for purposes of this Agreement shall be:
Appears in 4 contracts
Samples: Investment Agreement (Ascend Wellness Holdings, LLC), Investment Agreement (MedMen Enterprises, Inc.), Investment Agreement
Straddle Period. (a) In the case of Taxes that are payable by a Company with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 4 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (TerrAscend Corp.), Securities Purchase Agreement (TerrAscend Corp.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Grom Social Enterprises, Inc.), Stock Purchase Agreement (Iteris, Inc.), Membership Interest Purchase Agreement (Everyday Health, Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall will be:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.), Agreement and Plan of Merger (GTY Technology Holdings Inc.)
Straddle Period. In the case of Taxes that are payable with With respect to a any taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes (or Tax losses) that are treated as Pre-Closing Taxes (or pre-Closing Tax losses) for purposes of this Agreement shall be:
Appears in 2 contracts
Samples: Stock Contribution Agreement, Stock Contribution Agreement (Apricus Biosciences, Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Taxes of the Company for any Pre-Closing Taxes for purposes of this Agreement Tax Period shall be:
Appears in 2 contracts
Samples: Unit Purchase Agreement (Charge Enterprises, Inc.), Stock Acquisition Agreement (Madison Technologies Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable Taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tyler Technologies Inc), Agreement and Plan of Merger (Tyler Technologies Inc)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as relating to a Pre-Closing Taxes Tax Period for purposes of this Agreement shall be:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Accel Entertainment, Inc.), Membership Interest Purchase Agreement (SPI Energy Co., Ltd.)
Straddle Period. In For purposes of the Tax reimbursement and indemnity provisions of this Agreement, in the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 2 contracts
Samples: Share Purchase Agreement (Xenetic Biosciences, Inc.), Share Purchase Agreement (Xenetic Biosciences, Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Effective Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp), Stock Purchase Agreement (Monterey Capital Acquisition Corp)
Straddle Period. In the case of Taxes that are payable with respect to a taxable Tax period that begins before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”)Date, the portion of any such Taxes Tax that are treated as Pre-is allocable to the portion of the Tax period ending on the Closing Taxes for purposes of this Agreement Date shall be:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Golf Trust of America Inc)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after includes but does not end on the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 2 contracts
Samples: Acquisition Agreement (Endexx Corp), Agreement and Plan of Merger (LIVE VENTURES Inc)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”)Date, the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:Straddle
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Machinery Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are allocable to the Pre-Closing Tax Period and treated as Pre-Closing Taxes for purposes of this Agreement shall bebe as follows:
Appears in 1 contract
Samples: Stock Purchase Agreement (Duddell Street Acquisition Corp.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins on or before and ends after the Applicable Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Fusion Telecommunications International Inc)
Straddle Period. (a) In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “"Straddle Period”"), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Stock Purchase Agreement (Salona Global Medical Device Corp)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement (including in the calculation of Closing Working Capital) shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “”Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Stock Purchase Agreement (Monterey Capital Acquisition Corp)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Indemnified Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after includes, but does not end on, the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as attributable to a Pre-Closing Taxes Tax Period for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the First Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after includes but does not end at the Closing Date Effective Time (each such period, a “Straddle Period XE "Straddle Period" ”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes (and borne by Seller) for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be::
Appears in 1 contract
Samples: Purchase Agreement (Monterey Capital Acquisition Corp)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes Tax that are treated as is allocable to the portion of the taxable period ending on and including the Closing Date (the “Pre-Closing Taxes for purposes of this Agreement Straddle Period”) shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall beAgreement:
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Wavedancer, Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Taxes from the period ending on the Closing Taxes Date for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SemGroup Corp)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall beIndemnified Taxes:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Effective Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Effective Date Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:be deemed equal to the amount which would be payable if the taxable year ended with the Closing Date.
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”“), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the any Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)
Straddle Period. In the case of Taxes taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes taxes that are treated as Pre-taxes incurred prior to the Closing Taxes Date (and thus the obligation of Seller to pay) for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable by any Group Company with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes (and borne by Sellers) for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc)
Straddle Period. In the case of Taxes that are payable with respect to a taxable Tax period that begins on or before and ends after the Closing Date (each such Tax period, a “Straddle Period”), the portion of any such Taxes that are treated as allocated to the Pre-Closing Taxes Tax Period of such Straddle Period for purposes of this Agreement shall bebe determined as follows:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:be:
Appears in 1 contract
Straddle Period. In the case of Taxes imposed on the Company that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sebring Software, Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), ) the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins on or before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as attributable to the Pre-Closing Taxes Tax Period for purposes of this Agreement shall will be:
Appears in 1 contract
Samples: Combination Agreement (Ashford Inc.)
Straddle Period. In Notwithstanding the provisions of Section 6.01(c), in the case of Taxes that are payable required to be paid with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), if any, the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Good Times Restaurants Inc)
Straddle Period. In Notwithstanding the provisions of Section 5.01(c), in the case of Taxes that are payable required to be paid with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), if any, the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Good Times Restaurants Inc.)
Straddle Period. In Unless otherwise required by law, in the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Stock Purchase Agreement (Security National Financial Corp)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Taxes of or with respect to the Company for any Pre-Closing Taxes for purposes of this Agreement Tax Period shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Effective Date (each such period, a “Straddle Period”), the portion of any such Taxes that are shall be treated as Pre-Closing Taxes for purposes of this Agreement shall beas follows:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Clean Energy Fuels Corp.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before on January 1, 2019 and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eastside Distilling, Inc.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins on or before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Taxes for Pre-Closing Taxes Tax Periods for purposes of this Agreement shall be:
Appears in 1 contract
Samples: Equity Securities Purchase Agreement (Meridian Waste Solutions, Inc.)
Straddle Period. In For purposes of this Agreement, in the case of any Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”)Date, the portion of any such Taxes that are shall be treated as Pre-Closing Taxes for purposes of this Agreement shall beTaxes:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “"Straddle Period”"), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:be deemed equal to the amount which would be payable if the taxable year ended with the Closing Date.
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as attributable to the applicable Pre-Closing Taxes Tax Period for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins on or before and ends after the Closing Date (each such period, a 31 “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the First Closing Date (each such period, a “"Straddle Period”"), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be:
Appears in 1 contract
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins on or before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall will be:: AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (One Stop Systems, Inc.)
Straddle Period. (a) In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as attributable to the Pre-Closing Taxes Tax Period for purposes of this Agreement shall will be:
Appears in 1 contract
Samples: Acquisition Agreement (Ashford Inc)
Straddle Period. In the case of Taxes of the Company that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as of the Company which relate to a Pre-Closing Taxes for purposes of this Agreement Tax Period shall be:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (reAlpha Tech Corp.)
Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Effective Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be::
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp)
