Straddle Period definition
Examples of Straddle Period in a sentence
The only amounts payable to Sellers under this Section 7.08(h) shall be limited to cash refunds of Taxes that (i) relate to a Pre‑Closing Tax Period (or the pre‑Closing portion of a Straddle Period), (ii) are attributable solely to overpayments or other prepaid Taxes (including estimated Tax payments and withholding) actually made by or on behalf of GSC or the Company prior to the Closing, and (iii) were not taken into account in the calculation of the Estimated Net Purchase Price.
Notwithstanding anything to the contrary in this Agreement, Purchaser and its Affiliates shall not be permitted to make or cause to be made any election under (i) Section 338 or Section 336 (and, in either case, any comparable provision of state, local, or non-U.S. Law) with respect any of the Transactions or (ii) Section 6226 of the Code (or any comparable provision of state, local, or non-U.S. Law) with respect to the Partnership and its Subsidiaries for any Pre-Closing Tax Period or Straddle Period.
If a written notice of any Tax Proceeding or deficiency, in each case with respect to Taxes of the Partnership and its Subsidiaries for a Pre-Closing Tax Period or Straddle Period (a “Tax Claim ”) is received from a Governmental Entity by Purchaser, the Equity Holder Representative, or any of their respective Affiliates, the receiving Party shall give the other Party written notice of such Tax Claim within 10 Business Days of receipt of such notice.
The Equity Holder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any Tax Claim controlled by Purchaser that relates a Pre-Closing Tax Period or Straddle Period and for which an Equity Holder or its Affiliate, or direct or indirect owner, could bear a Tax as a result of such Tax Claim.