Straddle Period. In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 5 contracts
Samples: Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.), Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.), Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.)
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Cleanspark, Inc.), Purchase and Sale Agreement (Cleanspark, Inc.)
Straddle Period. In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income income, receipts, or receipts payroll of the applicable Company Transferred Entities for the Pre-Closing Tax Period shall be determined based on an a deemed interim closing of the books as of the close of business on the Closing Date Date, and the amount of other Taxes of the applicable Company Transferred Entities for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Alkermes Plc.), Purchase and Sale Agreement (Baudax Bio, Inc.), Purchase and Sale Agreement (Alkermes Plc.)
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company Target for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company Target for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adventrx Pharmaceuticals Inc)
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date Date, and the amount of other Taxes of the applicable Company for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 2 contracts
Samples: Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.), Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.)
Straddle Period. In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company Target for the Pre-Closing Tax Period shall be determined based on an interim interim, closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company Target for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Essex Corp), Stock Purchase Agreement (Metrologic Instruments Inc)
Straddle Period. In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (i) the amount of any Taxes based on or measured by income income, receipts or receipts payroll of the applicable a Company Entity for the Pre-Closing Tax Period Periods shall be 91 determined based on an interim closing of as if the books Straddle Period ended as of the close of business on the Closing Date based on an interim closing of the books and (ii) the amount of other Taxes of the applicable a Company Entity for a Straddle Period which relate that relates to the Pre-Closing Tax Period Periods shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sonic Automotive Inc)
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), ) the amount of any Taxes based on or measured by income or receipts of the applicable Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Streamline Health Solutions Inc.)
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income sales or receipts of the applicable Company payroll for the Prepre-Closing Tax portions of a Straddle Period shall be determined based on an interim closing of the books as of the close end of business the day on the Closing Date Date, and the amount of other Taxes of the applicable Company for the pre-Closing portion of a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Duckhorn Portfolio, Inc.)
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Taxes based on or measured by income or receipts of the applicable Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by the income or receipts of the applicable Company for the Pre-Closing Tax Period shall be determined based on an the interim closing of the books as of the close of business on the Closing Date and the Date. The amount of other Taxes of the applicable Company for a Straddle Period which relate that relates to the a Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company Seller for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date Date, and the amount of other Taxes of the applicable Company Seller for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Samples: Stock Purchase Agreement (Saker Aviation Services, Inc.)
Straddle Period. In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company Companies for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company Companies for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company Target Entities for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company Target Entities for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”"STRADDLE PERIOD"), the amount of any Taxes based on or measured by income or receipts of the applicable Company Captiva for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company Captiva for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Private Business Inc)
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company Target Entities for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company Target Entities for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. 8.3.
Appears in 1 contract
Samples: Stock Purchase Agreement
Straddle Period. In the case of any Taxable taxable period that includes (includes, but does not end on) on the Closing Date (a “"Straddle Period”"), the amount of any Taxes based on or measured by income or receipts of the applicable Company BCG for the Pre-period ending on the Closing Tax Period Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the Date. The amount of other Taxes of the applicable Company BCG for a Straddle Period which relate to the Pre-period ending on the Closing Tax Period Date shall be deemed to be the amount of such Tax for the entire Taxable period Straddle Period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Straddle Period. In the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company for the Pre-Closing Tax Period shall will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the applicable Company for a Straddle Period which relate that relates to the Pre-Closing Tax Period shall will be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Derma Sciences, Inc.)
Straddle Period. In the case of any Taxable taxable period that includes (includes, but does not end on) on the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company BCG for the Pre-period ending on the Closing Tax Period Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the Date. The amount of other Taxes of the applicable Company BCG for a Straddle Period which relate to the Pre-period ending on the Closing Tax Period Date shall be deemed to be the amount of such Tax for the entire Taxable period Straddle Period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Appears in 1 contract
