Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 5.08 or any other provision of this Agreement to determine any liability for Taxes relating to the Business, the Indian Assets or the Acquired Assets attributable to a period or any portion thereof ending on the Closing Date or any period straddling the Closing Date, and the Tax Return in respect of such Tax liability relates to a taxable year or period beginning on or before and ending after the Closing Date (a "Straddle Period"), the determination shall be made by apportioning the total Taxes involved by treating the day immediately before the Closing Date as the end of a short taxable year of the applicable Seller Company and by treating the Closing Date as the beginning of a short taxable year of Buyer. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All Periodic Taxes which are past due as of the Closing Date shall be paid by the Domestic Seller Companies (or if a Seller Company has objected to such Taxes, the Domestic Seller Companies shall assume or cause ZSP to assume responsibility for such Taxes), together with any penalty or interest thereon. Current Periodic Taxes shall be prorated and adjusted between the Domestic Seller Companies and Buyer as of the Closing Date on a per diem basis based on the number of days in the portion of such Straddle Period ending on the day immediately before the Closing Date ("Pre-Closing Period") and the number of days of such taxable period beginning on the Closing Date ("Post-Closing Period"). The Domestic Seller Companies and the Principal shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If current Tax bills are unavailable at the Closing Date, the prior year's Tax bills shall be used for proration purposes and when the current year's Tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.
Tax Convention. Whenever it is necessary for purposes of the -------------- Closing, any payment or indemnification required under Article 7 or any other provision of this Agreement to determine any liability for Taxes attributable to a period or any portion thereof ending on the Closing Date or any period straddling the Closing Date, and the Return in respect of such Tax liability relates to a taxable year or period beginning on or before and ending after the Closing Date, the determination shall be made by apportioning the total Taxes involved by treating the Closing Date as the end of a short taxable year of the Company and Surgi-Pack. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All real property and personal property Taxes which are past due or have been due upon any real property or personal property of the Company and Surgi-Pack prior to the Closing Date shall be paid by Royal Hospitality (or if Royal Hospitality has objected to such Taxes, Royal Hospitality shall assume responsibility for such Taxes), together with any penalty or interest thereon. Current real property and personal property Taxes and special assessments shall be prorated and adjusted as of the Closing Date on a per diem basis. If current Tax bills are unavailable at the Closing Date, the prior year's Tax bills shall be used for proration purposes and when the current year's tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.
Tax Convention. The Seller qualifies as a resident of the United States for the purposes of, and is entitled to all of the benefits of, the Canada-US Income Tax Convention, 1980 as amended.
Tax Convention. In order for the Manager and the Fund to comply with their obligations under the IGA, all Subscribers must complete Schedule “E”, and must immediately notify the Manager if any information provided in Schedule “E” changes. Schedule “E” will be provided by Metric. The Subscriber acknowledges that if the Manager is required to report information to the CRA in connection with the Subscriber's investment in the Fund, such report shall not be treated as a breach of any restriction upon the disclosure of information that may be imposed by Canadian law or otherwise.
