Straddle Tax Period Sample Clauses

Straddle Tax Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Tax Period”), the amount of any income Taxes or other Taxes based on receipts 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 all other Taxes for the Pre-Closing Tax Period shall be determined based on the number of days in the Pre-Closing Period divided by the number of days in the taxable period.
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Straddle Tax Period. In the case of any Straddle Tax Period, the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Tax Period shall be determined
Sample 1
Straddle Tax Period. For purposes of calculating the Income Tax Liability Accrual in Indebtedness, in the case of any Straddle Tax Period, the amount of Taxes allocable to the portion of the Straddle Tax Period ending on the Closing Date shall be deemed (i) in the case of any Tax that is imposed on a periodic basis (such as real or personal property Taxes) to be (A) the amount of such Tax for the entire period multiplied by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Tax Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Tax Period and (ii) in the case of any Tax not described in clause (i) above (such as franchise Taxes, payroll or withholding Taxes, Taxes that are based upon or measured by income, receipts or occupancy or imposed in connection with any sale or other transfer or assignment of property (whether real or personal, tangible or intangible)), to be the amount of any such Taxes that would be payable if the taxable year ended as of the end of the Closing Date (and for such purposes, the taxable period of any partnership or other pass-through entity, or any non-U.S. entity in which such Person holds a beneficial interest, directly or indirectly, shall be deemed to terminate at such time).
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Straddle Tax Period. The Purchase Price shall be decreased by the amount of any ad valorem, personal property and similar Taxes for a Straddle Tax Period that are allocated to Seller pursuant to Section 5.9(a). Any payment or reimbursement required after the Closing to give effect to this Section 2.5(d) shall be made promptly by the relevant Party.
Sample 1
Straddle Tax Period. For purposes of this Article X, whenever it is necessary to determine the amount of Taxes (or the non-payment thereof) of either SGF or FSE for a Straddle Tax Period, the determination of the Taxes for the portion of the Straddle Tax Period beginning prior to the Closing Date and ending on the Closing Date, and beginning the day after the Closing Date, shall be determined:
Sample 1
Straddle Tax Period. In the case of any Taxes (other than Transfer Taxes) that are payable for a Straddle Tax Period, the portion of such Tax attributable to a Pre-Closing Tax Period shall (x) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, shall equal the portion of such Tax that would have been payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (y) shall be made in a manner consistent with prior practice of the Purchased Subsidiary. Notwithstanding the forgoing, items attributable to any action taken by Buyer or the Purchased Subsidiary on the Closing Date but after the Closing that is not in the ordinary course of business and not contemplated by this Agreement will not be attributable to a Pre-Closing Tax Period.
Sample 1
Straddle Tax Period. For purposes of this Agreement, to the extent that it is necessary for purposes of this Agreement to determine the allocation of Taxes for any Straddle Tax Period, the amount of Taxes allocable to the Pre-Closing Tax Period shall be: (a) in the case of any real property Taxes, personal property Taxes, or similar ad valorem obligations, the amount of such Tax for the entire Straddle Tax Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Tax Period through and including the Closing Date and the denominator of which is the number of days in such Straddle Tax Period and (b) in the case of any other Taxes, determined based on a “closing of the books” at the end of the Closing Date.
Sample 1
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Straddle Tax Period. For purposes of this Agreement, (a) the amount of property (real, personal or intangible) Taxes and ad valorem Taxes of the Target Companies (and any other Taxes imposed on a periodic basis without regard to income, payroll, gross receipts or sales or use) allocable to the Pre-Closing Tax Period of any Straddle Tax Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding taxable period) shall be equal to the amount of such Taxes for the entire Straddle Tax Period multiplied by a fraction, (i) the numerator of which is the number of days in the Straddle Tax Period that are in the Pre-Closing Tax Period and (ii) the denominator of which is the total number of days in the entire Straddle Tax Period, and (b) the amount of all other Taxes of the Target Companies allocable to the Pre-Closing Tax Period of any Straddle Tax Period shall be computed as if the applicable taxable period ended as of the close of business on the Closing Date.
Sample 1

Related to Straddle Tax Period

  • 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 Period Taxes In the case of Taxes that are payable with respect to any Tax period beginning on or before and ending after the Closing Date (a “Straddle Period”), the portion of any such Taxes that is attributable to the portion of the period ending on the Closing Date shall be:

  • Straddle Periods (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

  • Tax Year The Partnership’s tax year will end on , 20 .

  • Applicable Taxes In the event the Corporation determines that it is required to withhold state or federal income taxes, Social Security taxes, or any other applicable taxes as a result of the payment of the Shares, the Corporation will satisfy such withholding requirements by withholding of Shares otherwise payable upon the settlement of the Award, which Shares will have a Fair Market Value (determined as of the date when taxes would otherwise be withheld in cash) not in excess of the legally required minimum amount of tax withholding.

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

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