Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. With respect to any Straddle Period, the portion of any Tax that relates to the Pre-Closing Tax Period shall (x) in the case of any Property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (y) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date; provided that, in determining such amount, exemptions, allowances or deductions that are calculated on a periodic basis, such as the deduction for depreciation, shall be taken into account on a pro-rated basis in the manner described in clause (x) above.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Ellie Mae Inc)

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Straddle Period Taxes. With respect to any Straddle Period, the portion of any Tax that relates to the Pre-Closing Tax Period shall (xa) in the case of any Property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (yb) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date; provided that, in determining such amount, exemptions, allowances or deductions that are calculated on a periodic basis, such as the deduction for depreciation, shall be taken into account on a pro-rated basis in the manner described in clause (xa) above.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Thoratec Corp), Equity Purchase Agreement (Trinet Group Inc)

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Straddle Period Taxes. With respect to For purposes of this Section 11.6, in the case of any Straddle PeriodTaxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of any Tax such Taxes that relates to the Pre-portion of such Tax period ending on the Closing Tax Period Date shall (xA) in the case of any Property TaxesTaxes other than Taxes based upon or related to income, disbursements (including payroll) or receipts, be deemed to be the amount of such Tax Taxes for the entire Straddle Period Tax period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period Tax period ending on and including the Closing Date Date, and the denominator of which is the number of calendar days in the entire Straddle Period, Tax period; and (yB) in the case of any other TaxTaxes based upon or related to income, disbursements (including payroll) or receipts, be deemed equal to the amount which that would be payable if the relevant Straddle Period Tax period ended on the Closing Date; provided that, using the “closing of the books” method of accounting, and in determining such amount, exemptions, allowances or deductions that are calculated on a periodic basis, such as manner consistent with the deduction for depreciation, shall be taken into account on a pro-rated basis in the manner described in clause (x) aboveClosing Balance Sheet.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Zenvia Inc.)

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