Stub Period Clause Samples
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Stub Period. The Parties intend that the Surviving Corporation will be included in Buyer’s consolidated federal income tax group upon the consummation of the Merger and, as a result, the Tax year of the Company will end for federal income tax purposes on the Closing Date, and the Parties agree to prepare and file all Tax Returns in a manner consistent with such intention. The Parties agree that the federal income Tax Return of the Company for such Tax year shall be prepared in accordance with Treasury Regulation section 1.1502-76(b)(1)(ii) and that all items of loss and expense deductions resulting from or attributable to the Transaction Expenses are properly allocable to the Tax period ending on the Closing Date and shall be included as deductions on the income Tax Return of the Company for such tax period. In the event that the calculation of income Tax for a taxable period of the Company ending on the Closing Date results in a net loss (taking into account the deductions for the Transaction Expenses), then the Company shall, if possible, carry back the net loss to prior periods in order to generate a Tax refund for the benefit of the Stockholders. To the extent any such net loss (or a portion thereof) generates a Tax refund attributable to the pre-Closing portion of any Straddle Period (determined in accordance with Section 7.02), Sellers shall be entitled to the benefit of any such Tax refund.
Stub Period. The period from the Start Date through March 31, 2017 (for the avoidance of doubt, any bonus shall be paid on a pro rata basis)
Stub Period. The Landlord agrees that, if the scheduled expiration date of the initial term of the 88 Sidn▇▇ ▇▇▇se should, pursuant to the terms and conditions thereof, be
Stub Period. The Landlord agrees that, if the scheduled expiration date of the initial term of the 88 ▇▇▇▇▇▇ Lease should, pursuant to the terms and conditions thereof, be established as a date later than April 30, 2012, the Landlord shall, upon the Tenant’s request, agree to the extension of the Initial Term to include the Stub Period, and a confirmatory amendment to this Lease shall be entered into by the parties to memorialize the same at the time the parties confirm the commencement and expiration dates of the 88 ▇▇▇▇▇▇ Lease.
Stub Period. If the Commencement Date falls other than on the first (1st) day of a calendar month, the period from and including the Commencement Date and ending and including the last day of the calendar month in which the Commencement Day occurs.
Stub Period. During the Stub Period, if any, Lessee shall pay to Lessor a base rent (the "Stub Period Base Rent") equal to the sum of (a) the interest which Lessor owes to its mortgage lender for the Stub Period on the $5,400,000.00 mortgage loan which Lessor will use to finance its acquisition of the Demised Premises (the "Acquisition Loan") and (b) $232.88 for each day of the Stub Period. The Stub Period Base Rent shall be due and payable on the first day of the Stub Period. Lessor shall allow Lessee a credit against the Stub Period Base Rent in the amount, if any, of any prepaid rent relating to the Stub Period which Sparks shall have paid to the Current Owner and which the Current Owner shall have transferred, assigned or credited to Lessor (the "Stub Period Prepaid Base Rent"). If the Stub Period Base Rent is less than the Stub Period Prepaid Base Rent, then Lessor shall be obligated to repay or credit against Lessee's rental obligations the amount, if any, by which the Stub Period Prepaid Base Rent exceeds the Stub Period Base Rent.
Stub Period. The Rugged Liner Companies shall be required to file income tax returns for the period between the end of their 1997 fiscal years and the Effective Time. Prior to filing such tax returns, the Rugged Liner Companies shall allow Buyer and its representatives a reasonable time to review and comment on such filings.
(g) SECTION 3.7. Section 3.7 of the Merger Agreement is amended to read in its entirety as follows:
Stub Period. The period from the Transition Date through March 31, 2015 (for the avoidance of doubt, any bonus shall be paid on a pro rata basis).
Stub Period. During the Stub Period title to the Escrowed INJ Proceeds will be deemed to be transferred to the Company.
Stub Period. The following rules will apply to the Stub Period:
(a) During the Stub Period, the Sellers have continued to be the legal owner of the Acquired Assets and the business. Consequently, the Sellers shall keep their properties and operations insured under the policies of insurance referenced in Section 4.20 of this Agreement.
(b) By the close of business on the Closing Date, the Sellers shall have terminated all employees except B▇▇▇▇.
(c) The Buyer shall be entitled to any earnings during the Stub Period and shall bear any loss incurred during the Stub Period. Notwithstanding the foregoing, (1) the expense of terminated employees outside ordinary compensation, (2) any Liability covered by the Sellers’ insurance, and (3) any matter constituting a breach of Sellers’ representations and warranties shall be for Sellers’ account throughout the Stub Period.