Common use of Straddle Period Clause in Contracts

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.04) for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Appears in 5 contracts

Samples: Stock Purchase Agreement (LZG International, Inc.), Stock Purchase Agreement (Creatd, Inc.), Stock Purchase Agreement (Creatd, Inc.)

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Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.04) for purposes of this Agreement shall be: (a) in the case of Taxes: Taxes (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; , (ii) imposed in connection with the sale, transfer, or assignment of property; , or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Dalrada Financial Corp)

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.04) 6.04 for purposes of this Agreement shall be: (a) in the case of Taxes: Taxes (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; , (ii) imposed in connection with the sale, transfer, or assignment of property; , or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (1606 Corp.), Membership Interest Purchase Agreement (1606 Corp.)

Straddle Period. In (a) For all purposes of this Agreement, in the case of Taxes of the Company that are payable with respect to a any Straddle Period, the portion of any such Taxes that are allocated to treated as Taxes for a Pre-Closing Tax Periods Period shall be (as defined in Section 6.04) for purposes of this Agreement shall be: (ai) in the case of Taxes: Taxes (iA) based upon, or related to, income, receipts, profits, wages, capital, capital or net worth; , (iiB) imposed in connection with the sale, transfer, transfer or assignment of property; property or (iiiC) required to be withheld, deemed equal to the amount of Taxes which would be payable if the taxable year ended with as of the close of business on the Closing Date, and the parties shall elect to do so if permitted by applicable Law; and (bii) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire periodStraddle Period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PLBY Group, Inc.)

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.047.03) for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Shineco, Inc.)

Straddle Period. (a) In the case of Taxes of the Company that are payable with respect to a any Straddle Period, the portion of any such Taxes that are allocated to treated as Taxes for a Pre-Closing Tax Periods (as defined in Section 6.04) Period for purposes of this Agreement shall be: be (ai) in the case of Taxes: Taxes (iA) based upon, or related to, income, receipts, profits, wages, capital, capital or net worth; , (iiB) imposed in connection with the sale, transfer, transfer or assignment of property; , or (iiiC) required to be withheld, deemed equal to the amount of Taxes which would be payable if the taxable year ended with as of the close of business on the Closing Date, and the Parties shall elect to do so if permitted by applicable Law; and (bii) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period Straddle Period multiplied by a fraction, the numerator of which is the number of days in the period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire periodStraddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sonasoft CORP)

Straddle Period. (a) In the case of Taxes of the Company and its Subsidiaries that are payable with respect to a any Straddle Period, the portion of any such Taxes that are allocated to treated as Taxes for a Pre-First Closing Tax Periods (as defined in Section 6.04) Period for purposes of this Agreement shall be: be (ai) in the case of Taxes: Taxes (iA) based upon, or related to, income, receipts, profits, wages, capital, capital or net worth; , (iiB) imposed in connection with the sale, transfer, transfer or assignment of property; property or (iiiC) required to be withheld, deemed equal to the amount of Taxes which would be payable if the taxable year ended with as of the close of business on the First Closing Date, and the parties shall elect to do so if permitted by applicable Law; and (bii) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the period Straddle Period ending on the First Closing Date and the denominator of which is the number of days in the entire periodStraddle Period.

Appears in 1 contract

Samples: Stock Purchase Agreement

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section Section 6.04) for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Veroni Brands Corp.)

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Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.04) for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the janone stock purchase agreement stock of arca recycling and affiliates.6 13 numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Appears in 1 contract

Samples: Stock Purchase Agreement (JanOne Inc.)

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.049.04) for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Appears in 1 contract

Samples: Termination Agreement and Release (SYBLEU Inc)

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.047.3) for purposes of this Agreement shall be: (a) in the case of Taxes: Taxes (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; , (ii) imposed in connection with the sale, transfer, or assignment of property; , or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Appears in 1 contract

Samples: Option Agreement

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.047.04) for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.

Appears in 1 contract

Samples: Stock Purchase Agreement (ParcelPal Logistics Inc.)

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in Section 6.04) for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.. Section 6.03

Appears in 1 contract

Samples: Stock Purchase Agreement (Phunware, Inc.)

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