Tax Convention Sample Clauses

Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 7.3 or any other provision of this Agreement to determine any liability for Taxes attributable to a taxable period that begins before the Closing Date and ends after the Closing Date (a “Straddle Period”), the determination as to the portion of such Taxes payable for the period ending on the Closing Date, other than any ad valorem or property Taxes, shall be made by treating the Closing Date as the end of a short taxable year of Sellers based on an interim closing of the books. 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 personal property Taxes which are past due upon any Purchased Assets or the assets of any North American Company prior to the Closing Date shall be paid by Sellers (or if any Seller has objected to such Taxes, such Seller shall assume responsibility for such Taxes), together with any penalty or interest thereon. Current personal property Taxes attributable to the Purchased Assets or the assets of Xxxx Co. or Specialized Fabrics, for any Straddle Period shall be prorated and adjusted between Sellers and the ITI Entities 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 Closing Date (“Pre-Closing Period”) and the number of days of such taxable period beginning on the day after the Closing Date (“Post-Closing Period”). Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and the ITI Entities 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.
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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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Tax Convention

  • Certain Conventions Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, and (c) words using the singular shall include the plural, and vice versa.

  • Recognition of U.S. Special Resolution Regimes (i) In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.

  • Cape Town Convention Lessor and Lessee agree:

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

  • Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

  • Certain Uniform Commercial Code Terms As used herein, the terms “Account”, “Chattel Paper”, “Commodity Account”, “Commodity Contract”, “Deposit Account”, “Document”, “Electronic Chattel Paper”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Equipment”, “Investment Property”, “Letter-of-Credit Right”, “Money”, “Proceeds”, “Promissory Note”, “Supporting Obligations” and “Tangible Chattel Paper” have the respective meanings set forth in Article 9 of the NYUCC, and the terms “Certificated Security”, “Clearing Corporation”, “Entitlement Holder”, “Financial Asset”, “Indorsement”, “Securities Account”, “Securities Intermediary”, “Security”, “Security Entitlement” and “Uncertificated Security” have the respective meanings set forth in Article 8 of the NYUCC.

  • Definitions and Conventions Capitalized terms used in the Purchase and Sale Agreement shall have (unless otherwise provided elsewhere therein) the following respective meanings:

  • General Accounting Matters (a) GP-Related Net Income (Loss) shall be determined by the General Partner at the end of each accounting period and shall be allocated as described in Section 5.4.

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

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