Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) If the Company is permitted, but not required, under applicable Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. (b) The portion of any Taxes for a taxable period beginning before and ending after the Closing allocable to the portion of such period ending on the Closing Date shall be deemed to equal (i) in the case of Taxes that (A) are based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 10.2(a)(iii), the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including 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 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 10.2, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). For purposes of computing the Taxes attributable to the two (2) portions of a taxable period pursuant to this Section 10.3(b), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two (2) portions of the period in proportion to the number of calendar days in each portion.

Allocation of Certain Taxes. (a) If 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 period, such day shall be treated as the last day of a taxable period. (b) The portion of any Taxes for a taxable period beginning before and ending after the Closing allocable to the portion of such period ending on the Closing Date shall be deemed to equal (i) in the case of Taxes that (A) are based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 10.2(a)(iii9.2(a)(iii), the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including 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 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 10.29.2, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). For purposes of computing the Taxes attributable to the two (2) portions of a taxable period pursuant to this Section 10.3(b9.3(b), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two (2) portions of the period in proportion to the number of calendar days in each portion.