Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) Buyer and PKI agree that if any Seller or Acquired Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers shall treat such day as the last day of a taxable period. (b) If applicable law does not permit the Closing Date to be treated as the last day of a taxable period, or in any case in which a Tax is assessed with respect to a taxable period beginning before the Closing Date and ending after the Closing Date, the Taxes of the Acquired Companies or relating to the Acquired Assets or the Business, if any, attributable to such period shall be allocated (i) to PKI and the Sellers for the period up to and including the close of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date shall be apportioned for purposes of this Agreement based on a hypothetical closing of the books as of the close of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending at the close of the Closing Date and the period subsequent to the Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property, ad valorem and similar Taxes attributable to a taxable period beginning before the Closing Date and ending after the Closing Date shall be allocated between such two periods in proportion to the number of days in each such period.

Allocation of Certain Taxes. (a) Buyer and PKI Seller agree that if any Seller or Acquired Company a member of the Stock Group is permitted but not required under applicable foreign, state state, or local Tax laws Laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers Seller shall treat such day the Closing Date as the last day of a taxable periodperiod and make all applicable elections under such Tax Laws required to achieve such treatment. Buyer shall not make an election under Code Section 338 without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned, or delayed. (b) If applicable law does not permit the Closing Date to be treated as the last day of a taxable period, or in any case in which a Tax is assessed with respect to a taxable period beginning before the Closing Date and ending after the Closing Date, the Taxes of the Acquired Companies or relating to the Acquired Assets or the Business, if any, attributable to such period shall be allocated (i) to PKI and the Sellers for the period up to and including the close of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date Straddle Period shall be apportioned for purposes of this Agreement based Section 9.4 and Section 15.1 in the following manner. (i) in the case of any income, sales, gross receipts or similar Taxes of any member of the Stock Group that are payable with respect to a Straddle Period, the portion of the Taxes relating to a Pre-Closing Period shall be determined on the basis of a hypothetical closing of the books as and records of the close Stock Group as of the Closing Date; provided. (ii) in the case of any Taxes other than income, howeversales, that exemptionsgross receipts, allowances or deductions similar Taxes of any member of the Stock Group that are calculated on an annual basis payable with respect to a Straddle Period: (including depreciation and amortization deductionsA) the portion of Taxes relating to a Pre-Closing Period shall be allocated between equal to the product of all Taxes that are payable with respect to a Straddle Period multiplied by a fraction, the numerator of which is the number of days in the taxable period from the commencement of the period ending at the close of through and including the Closing Date and the period subsequent to the Closing Date in proportion to denominator of which is the number of days in each such period. Notwithstanding the foregoing, property, ad valorem Straddle Period; and (B) appropriate adjustments shall be made to reflect specific events that can be identified and similar Taxes attributable allocated as occurring on or prior to a taxable period beginning before the Closing Date and ending or occurring after the Closing Date shall be allocated between such two periods in proportion to the number of days in each such periodDate.

Allocation of Certain Taxes. In the case of any Tax period that includes (a) Buyer and PKI agree that if any Seller or Acquired Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers shall treat such day as the last day of a taxable period. (b) If applicable law does not permit the Closing Date to be treated as the last day of a taxable period, or in any case in which a Tax is assessed with respect to a taxable period beginning before the Closing Date and ending after end on) the Closing Date, all property and ad valorem Taxes and assessments on the Taxes of the Acquired Companies or relating to the Acquired Purchased Assets or the Business, if any, attributable to such period shall be allocated (i) to PKI and the Sellers for the period up to and including the close of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable any tax period beginning before on or prior to the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be apportioned for purposes of this Agreement based on a hypothetical closing of the books prorated between Seller and Buyer, as of the close of business on the Closing Date; providedDate based on the best information then available, however, that exemptions, allowances or deductions that are calculated with (i) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending at the close of to the Closing Date and such Taxes shall be allocable to the period subsequent Pre-Closing Tax Period and (ii) Buyer being liable for such Taxes attributable to any portion of a Straddle Period beginning after the Closing Date. Information available after the Closing Date that alters the amount of property Taxes due with respect to the Straddle Period will be taken into account and any change in proportion the amount of such Taxes shall be prorated between Seller and Buyer. All prorations under this Section 6.07 shall be allocated so that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Seller based upon the number of days in each such period. Notwithstanding the foregoing, property, ad valorem and similar Taxes attributable Straddle Period on or prior to a taxable period beginning before the Closing Date and ending items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated between such two periods in proportion to Buyer based upon the number of days in each the Straddle Period after the Closing Date. The amount of all such period.prorations shall, if able to be calculated on or prior to the Closing Date, be paid on the Closing Date or, if not able to be calculated on or prior to the Closing Date, be calculated and paid as soon as practicable thereafter. Any refunds of property and ad valorem Taxes with respect to the Purchased Assets for any Straddle Period actually received will be apportioned between Buyer and Seller in a manner consistent with the allocation of Taxes as set forth in this Section 6.07. DM3\7875356.18

Allocation of Certain Taxes. (ai) Buyer and PKI agree that if any Seller or Acquired If the Company is permitted but not required under applicable foreignstate, state local, or local foreign income Tax laws Laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers then the Parties shall treat such that day as the last day of a taxable period. (bii) If applicable law does not permit In the Closing Date to be treated as the last day case of a taxable period, or Taxes arising in any case in which a Tax is assessed with respect to a taxable period beginning before of the Closing Date and ending after Company that includes, but does not end on, the Closing Date, except as provided in Section 5.10(c)(iii), the allocation of such Taxes of between the Acquired Companies or relating to Pre-Closing Period and the Acquired Assets or the Business, if any, attributable to such period Post-Closing Period shall be allocated (i) to PKI and made on the Sellers for the period up to and including the close basis of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date shall be apportioned for purposes of this Agreement based on a hypothetical an interim closing of the books as of the close end of the Closing Date; provided. (iii) In the case of any Taxes based on capitalization, howeverdebt or shares of stock authorized, that exemptionsissued or outstanding, allowances or deductions any real property, personal property or similar ad valorem Taxes that are calculated payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax that relates to the portion of such taxable period ending on an annual basis (including depreciation and amortization deductions) the Closing Date shall be allocated between deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending at the close of on (and including) the Closing Date and the period subsequent to the Closing Date in proportion to denominator of which is the number of days in each such the entire taxable period. Notwithstanding the foregoingHowever, property, ad valorem and similar any such Taxes attributable to a taxable period beginning before any property that was owned by the Company at some point in the Pre-Closing Date and ending after Period, but is not owned as of the Closing Date shall be allocated between such two periods in proportion entirely to the number Pre-Closing Period. (iv) For purposes of days the foregoing, (A) any Taxes attributable to transactions outside the ordinary course of business effected by the Buyer after the Closing on the Closing Date (other than the Final Merger) shall be deemed to have occurred after the Closing Date and (B) any payroll or similar Taxes imposed on amounts payable pursuant to this Agreement shall be deemed to be incurred or attributable to a period after the Closing Date. (v) All Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement shall be paid 50% by the Sellers and 50% by the Buyer, and each Party shall indemnify, defend, and hold harmless the other Parties and their respective Affiliates with respect to such periodTransfer Taxes. All such Taxes to be paid by Sellers shall first be satisfied from the Escrow Fund to the extent that there are funds and/or Parent Units remaining in the Escrow Fund. The Buyer shall file, or cause to be filed, all necessary documentation and Tax Returns with respect to such Transfer Taxes and the Representative shall provide such cooperation in connection with the preparation and filing of such documentation and Tax Returns as may be reasonably requested by the Buyer.

Allocation of Certain Taxes. (a) The Buyer and PKI the Sellers agree that if any Seller or Acquired the Company is permitted but not required under applicable foreign, state or local Tax laws Laws to treat the Closing Date as the last day of a taxable Taxable period, the Buyer and the Sellers shall treat such day as the last day of a taxable Taxable period. (b) If applicable law does not permit the Closing Date Subject to be treated as the last day of Section 8.1, any Taxes for a taxable period, or in any case in which a Tax is assessed with respect to a taxable Taxable period beginning before the Closing Date and ending after the Closing Date, the Taxes of the Acquired Companies or relating to the Acquired Assets or the Business, if any, attributable to such period shall be allocated (i) to PKI and the Sellers for the period up to and including the close of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date shall be apportioned for purposes paid by the Buyer or its Affiliates and the portion of this Agreement any such Taxes allocable to the portion of such period ending on the Closing Date shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) the New Hampshire Business Enterprise Tax, the amount which would be payable if the taxable year ended on a hypothetical closing of the books as of the close of day before the Closing Date; provided, however(ii) in the case of payroll Taxes, and Taxes imposed in connection with any sale or other transfer or assignment of property, including all sales, use and transfer Taxes, other than Taxes described in Section 8.1(d), the amount that exemptionswould be payable if the Taxable year ended on the Closing Date, allowances or deductions that are calculated and (iii) in the case of other Taxes imposed on an annual a periodic basis (including depreciation and amortization deductions) shall be allocated between property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the period ending at the close of with the Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of the provisions of Section 8.1, each portion of such period subsequent shall be deemed to be a Taxable period (whether or not it is in fact a Taxable period). Transactions that occur on the Closing Date but before the Closing and that are not incurred in the Ordinary Course of Business of the Company shall be considered to be attributable to the period that ends on the day before the Closing Date, and the Sellers agree to report and to cause to be reported all transactions not in the Ordinary Course of Business occurring on the Closing Date but before the Closing as occurring at the end of the prior day. Transactions that occur on the Closing Date but after the Closing and that are not incurred in the Ordinary Course of Business of the Company shall be considered to be attributable to the period that commences on the day following the Closing Date. The Buyer agrees to report and to cause to be reported all transactions not in the Ordinary Course of Business occurring on the Closing Date but after the Closing as occurring at the beginning of the following day. (c) If the Company is entitled to a refund or credit of income Taxes for any period ending prior to the Closing Date in proportion that is attributable to the number carryback of days in each such period. Notwithstanding losses, credits or similar items of the foregoing, property, ad valorem and similar Taxes attributable to a taxable Company from any period beginning before the Closing Date and ending on or after the Closing Date Date, and if the refund or credit is paid to the Sellers or any of their respective Affiliates, the Sellers shall pay to the Buyer the amount of such refund or credit promptly after receipt, together with any interest or other amount received in connection therewith. (d) For the avoidance of doubt the Sellers shall be responsible for all Taxes allocated between such two periods in proportion to them under this Article VIII (including Section 8.1(d)) to the number extent such Taxes are not accounted for in a reduction of days in each the Purchase Price and shall reimburse the Buyer or the Company to the extent such periodTaxes are paid by the Buyer or the Company.

Allocation of Certain Taxes. (ai) Buyer and PKI agree that if any Seller or If an Acquired Company is permitted but not required under applicable foreignU.S. state, state local, or local Tax non-U.S. income tax laws to treat the Closing Date as the last day of a taxable period, Buyer then the parties shall (and Sellers shall take such necessary action in order to) treat such that day as the last day of a taxable period. (bii) If applicable law does not permit In the Closing Date to be treated as the last day case of a taxable period, or Taxes arising in any case in which a Tax is assessed with respect to a taxable period beginning before the Closing Date and ending after of an Acquired Company that includes, but does not end on, the Closing Date, except as provided in Section 6.7(d)(iii), the allocation of such Taxes of between the Acquired Companies or relating to Pre-Closing Period and the Acquired Assets or the Business, if any, attributable to such period Post-Closing Period shall be allocated (i) to PKI and made on the Sellers for the period up to and including the close basis of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date shall be apportioned for purposes of this Agreement based on a hypothetical an interim closing of the books as of the close end of the Closing Date; provided. (iii) In the case of any Taxes based on capitalization, howeverdebt or shares of stock authorized, that exemptionsissued or outstanding, allowances or deductions any real property, personal property or similar ad valorem Taxes that are calculated payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on an annual basis (including depreciation and amortization deductions) the Closing Date shall be allocated between deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending at the close of on (and including) the Closing Date and the period subsequent to the Closing Date in proportion to denominator of which is the number of days in each such the entire taxable period. Notwithstanding the foregoingHowever, property, ad valorem and similar any such Taxes attributable to a taxable period beginning before any property that was owned by an Acquired Company at some point in the Pre-Closing Date and ending after Period, but is not owned as of the Closing Date shall be allocated between such two periods in proportion entirely to the number of days in each such periodPre-Closing Period.

Allocation of Certain Taxes. If a Chevron Acquired Entity or a Phillips Acquired Entity (aeaxx xx "Xcquired Entity") Buyer and PKI agree that if any Seller or Acquired Company is permitted but not required under applicable foreignstate, state local or local foreign Income Tax laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers then the parties shall cause such Acquired Entity to treat such that day as the last day of a taxable period. (b) If applicable law does not permit . In the Closing Date to be treated as the last day case of a taxable period, Income Taxes and other taxes based upon income or receipts arising in any case in which a Tax is assessed with respect to a taxable period beginning before the Closing Date and ending after of a Chevron Acquired Entity or a Phillips Acquired Entity thax xxxxxdes but does not end on the Closing Date, except as provided in Section 3.2(c), the allocation of such Taxes of between the Acquired Companies or relating to Pre-Closing Period and the Acquired Assets or the Business, if any, attributable to such period Post-Closing Period shall be allocated (i) to PKI and made on the Sellers for the period up to and including the close basis of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date shall be apportioned for purposes of this Agreement based on a hypothetical an interim closing of the books as of the close end of the Closing Date; provided. For the avoidance of doubt, howeverfor purposes of this Section 3.2(b), the taxable year of each Acquired Entity that exemptionsis a partnership or "flowthrough" entity, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending treated as if it ended at the close of business on the Closing date and Taxes attributable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period Taxes. In the case of (i) property Taxes and other taxes that are not based upon income or receipts and (ii) ad valorem Taxes, in either case attributable to any taxable period that includes but does not end on the Closing Date, the portion of such Taxes attributable to the Pre-Closing Period shall be the amount of such Taxes for the entire taxable period, multiplied by a fraction the numerator of which is the number of calendar days in such taxable period ending on and including the Closing Date and the period subsequent denominator of which is the entire number of calendar days in such taxable period, and the balance of such Taxes shall be attributable to the Post-Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property, ad valorem and similar Taxes attributable to a taxable period beginning before the Closing Date and ending after the Closing Date shall be allocated between such two periods in proportion to the number of days in each such periodPeriod.

Allocation of Certain Taxes. (a) Buyer and PKI agree that if any Seller or Acquired Company If a Purchased Subsidiary is permitted but not required under applicable foreignstate, state local or local Tax foreign income tax laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers then the parties shall cause such Purchased Subsidiary to treat such that day as the last day of a taxable period. (b) If applicable law does not permit In the Closing Date to be treated as the last day case of a taxable period, or Taxes arising in any case in which a Tax is assessed with respect to a taxable period beginning before the Closing Date and ending after of a Purchased Subsidiary that includes but does not end on the Closing Date, except as provided in Section 9.12(c), the allocation of such Taxes of between the Acquired Companies or relating to Pre-Closing Period and the Acquired Assets or the Business, if any, attributable to such period Post-Closing Period shall be allocated (i) to PKI and made on the Sellers for the period up to and including the close basis of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date shall be apportioned for purposes of this Agreement based on a hypothetical an interim closing of the books as of the close end of the Closing Date. For the avoidance of doubt, for purposes of this Article IX, any Tax on gain or income resulting from the triggering into income of deferred intercompany transactions under Section 1.1502-13 of the Treasury regulations or excess loss accounts under Section 1.1502- 19 of the Treasury regulations is attributable to the Pre-Closing Period. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Purchased Subsidiary. Buyer assumes all property Taxes resulting from the change in use or ownership of the Temple-Inland Canal Fee Lands after the Closing Date or on the Closing Date after the Closing. (c) In the case of (i) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding and (ii) ad valorem Taxes, in either case attributable to any taxable period that includes but does not end on the Closing Date, the portion of such Taxes attributable to the Pre-Closing Period shall be the amount of such Taxes for the entire taxable period, multiplied by a fraction the numerator of which is the number of calendar days in such taxable period ending on and including the Closing Date and the denominator of which is the entire number of calendar days in such taxable period, and the balance of such Taxes shall be attributable to the Post-Closing Period; provided, however, that exemptionsif any property, allowances asset or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending at the close other right of the Closing Date and the period subsequent Purchased Subsidiaries is sold or otherwise transferred prior to the Closing Date in proportion Date, then ad valorem Taxes pertaining to such property, asset or other right shall be attributed entirely to the number of days in each such period. Notwithstanding the foregoing, property, ad valorem and similar Taxes attributable to a taxable period beginning before the Pre- Closing Date and ending after the Closing Date shall be allocated between such two periods in proportion to the number of days in each such periodPeriod.

Allocation of Certain Taxes. (a) The Buyer and PKI the Sellers agree that if any Seller or Acquired Company Business Subsidiary is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Sellers shall treat such day as the last day of a taxable period. (b) If applicable law In the case of any period that includes, but does not permit the Closing Date to be treated as the last day of a taxable periodend on, or in any case in which a Tax is assessed with respect to a taxable period beginning before the Closing Date and ending after the Closing Date, Taxes attributable to the Taxes portion of the Acquired Companies or relating to the Acquired Assets or the Business, if any, attributable to such period shall be allocated (i) to PKI and the Sellers for the period up to and including the close of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning before the Closing Date and ending after on the Closing Date shall be apportioned for purposes of this Agreement based on a hypothetical closing determined as follows: (A) real, personal and intangible property Taxes of the books Business Subsidiaries or that relate to the Acquired Assets for the portion of the period ending on the Closing Date shall equal the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the portion of the period ending on the Closing Date and the denominator of which is the total number of days in the period; and (B) any other Taxes for the portion of the period ending on the Closing Date shall be computed as if the period ended as of the close of business on the Closing Date; providedprovided that any Taxes resulting from transactions occurring on the Closing Date after the Closing other than in the ordinary course of business shall be attributed to the portion of the period beginning after the Closing Date. Taxes for a period that includes, howeverbut does not end on, that exemptions, allowances or deductions the Closing Date that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between not attributable to the portion of the period ending at the close of on the Closing Date and pursuant to the preceding sentence shall be attributable to the portion of the period subsequent to the Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property, ad valorem and similar Taxes attributable to a taxable period beginning before the Closing Date and ending after the Closing Date shall be allocated between such two periods in proportion to the number of days in each such periodDate.

Allocation of Certain Taxes. (a) Buyer and PKI GB Ltd. agree that if any Seller or Acquired Company is permitted but not required under applicable foreign, state or local Tax laws Laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers shall treat such day as the last day of a taxable period. (b) If applicable law Law does not permit the Closing Date to be treated as the last day of a taxable period, or in any case in which a Tax is assessed with respect to a taxable period beginning on or before the Closing Date and ending after the Closing Date, the Taxes of the Acquired Companies or relating to the Acquired Assets or the AS&O Business, if any, attributable to such period shall be allocated (i) to PKI GB Ltd. and the other Sellers for the period up to and including the close of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning on or before the Closing Date and ending after the Closing Date shall be apportioned for purposes of this Agreement based on a hypothetical closing of the books as of the close of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending at the close of the Closing Date and the period subsequent to the Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property, ad valorem and similar Taxes attributable to a taxable period beginning on or before the Closing Date and ending after the Closing Date shall be allocated between such two periods in proportion to the number of days in each such period.

Allocation of Certain Taxes. (a) Buyer and PKI agree that if If any Seller DEFS Subsidiary or Acquired Company PGC Subsidiary is permitted but not required under applicable foreignstate, state local or local foreign Income Tax laws to treat either the day before the Closing Date or the Closing Date as the last day of a taxable period, Buyer and Sellers shall treat then, solely for purposes of such state, local or foreign Income Tax laws, such day shall be treated as the last day of a taxable period. (b) If applicable law does not permit In the Closing Date to be treated as the last day case of any Taxes that are imposed on a taxable period, periodic basis and are payable for a period that begins on or in any case in which a Tax is assessed with respect to a taxable period beginning before the Closing Date and ending ends after the Closing Date, the Taxes portion of such Tax that shall be allocable to the portion of the Acquired Companies period ending on the Closing Date shall (i) in the case of any Taxes, other than Income Taxes and Taxes based upon or related to receipts, be deemed to be the amount of such Taxes for the entire period, whether actually paid before, during, or after such period, multiplied by a fraction the numerator of which is the number of calendar days in the period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire period, and (ii) in the case of any Taxes based upon or related to income or receipts (including but not limited to withholding Taxes), be deemed equal to the amount which would be payable if the taxable year ended on the close of business on the Closing Date; PROVIDED, HOWEVER, that any franchise Tax measured by assets or capital shall be allocable to the taxable period for which the right to do business obtained by the payment of such franchise Tax relates, regardless of whether such franchise Tax is measured by assets or capital relating to another taxable period. Clause (i) of the Acquired Assets or the Businesspreceding sentence shall be applied with respect to Taxes, if any, attributable to for such period shall be allocated relating to capital (iincluding net worth or long-term debt) or intangibles by reference to PKI and the Sellers for the period up to and including the close level of the Closing Date and (ii) to Buyer for the period subsequent to such items on the Closing Date. Any The portion of any Taxes (or refunds) that are imposed on a periodic basis, payable for a taxable period beginning that begins on or before the Closing Date and ends after the Closing Date and not allocable to the portion of such period ending after on the Closing Date shall be apportioned for purposes of this Agreement based on a hypothetical closing allocable to the portion of the books as of the close of period beginning after the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending at the close of the Closing Date and the period subsequent to the Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property, ad valorem and similar Taxes attributable to a taxable period beginning before the Closing Date and ending after the Closing Date shall be allocated between such two periods in proportion to the number of days in each such period.