Common use of Allocation of Liability for Taxes Clause in Contracts

Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Period, the Parties shall use the following conventions for determining the portion of such Tax that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period: (a) in the case of real property or personal property Taxes and other similar Taxes attributable to the Purchased Assets imposed on a periodic basis, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period commencing before the Closing Date and ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes for such period shall be attributable to the Post-Closing Tax Period; provided, however, that for purposes of clause (b), exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period.

Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Period, for purposes of determining the amount of Taxes included in the determination of Final Closing Date Net Working Capital the Parties shall use the following conventions for determining the portion of such Tax that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period: (a) in the case of real property or personal property Taxes and other similar Taxes attributable to the Purchased Assets imposed on a periodic basis, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period commencing before the Closing Date and ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date Effective Time using a “closing of the books methodology,” and the remaining amount of the Taxes for such period shall be attributable to the Post-Closing Tax Period; provided, however, that for purposes of clause (b), exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period.

Allocation of Liability for Taxes. In For all purposes of this Agreement, in the case of any Taxes that are attributable to a Straddle Period, the Parties shall use the following conventions for determining the portion of such Tax that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period: (a) in the case of real property or personal property Taxes and other similar Taxes attributable to the Purchased Assets imposed on a periodic basis, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period commencing before the Closing Date and ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed follows: (a) In the case of ad valorem, property, or franchise or similar Taxes imposed on the Company based on capital or number of shares of stock authorized, issued or outstanding, the portion attributable to the Pre-Closing Tax Period shall be the amount of such Taxes for the entire taxable period ending as multiplied by a fraction, the numerator of which is the end number of days in the day Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period. (b) In the case of all other Taxes, the portion attributable to the Pre-Closing Tax Period shall be determined on the Closing Date using a “basis of an interim closing of the books methodology,” of Company as of the Closing Date, and the remaining amount determination of the Taxes hypothetical Tax for such period shall be attributable to the PostPre-Closing Tax PeriodPeriod shall be determined on the basis of such interim closing of the books; provided, however, that for purposes of clause (b), i) exemptions, allowances, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned allocated between the Pre-period ending on and including the Closing Tax Period Date and the Post-period beginning after the Closing Tax Period Date in proportion to the number of days in each such period relative to the entire taxable period, and (ii) any item of deduction attributable to Transaction Deductions shall be allocated to the Pre-Closing Tax Period to the extent permitted by Law at a “more likely than not” (or higher) confidence level.

Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Period, taxable period which begins before the Parties shall use Closing Date and ends after the following conventions for determining the portion of such Tax that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period: (a) in the case of real property or personal property Taxes and other similar Taxes attributable to the Purchased Assets imposed on a periodic basisDate, the amount of Taxes attributable to the Pre-Closing Tax Date Period shall be determined by multiplying as follows: (i) In the case of ad valorem Taxes and franchise or similar Taxes imposed on the Companies and the Company Subsidiaries based on capital (including net worth or long-term debt) or the number of shares of stock authorized, issued or outstanding, the portion attributable to the Pre-Closing Date 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 the portion of the period commencing before the Pre-Closing Date and ending on the Closing Date Period and the denominator of which is the number of calendar days in the entire taxable period; provided, and however, the remaining amount of such Taxes shall be tax attributable to the PostPre-Closing Date Period shall not exceed the amount of Tax Period; the Companies and the Company Subsidiaries would have paid if its taxable period ended immediately prior to the Closing Date. (bii) in In the case of all other Taxes, the amount portion attributable to the Pre-Closing Date Period shall be determined on the basis of an interim closing of the books of the Companies and the Company Subsidiaries as of the Closing Date, and the determination of the hypothetical Tax for such Pre-Closing Date Period shall be determined on the basis of such interim closing of the books, without annualization. The hypothetical Tax for any period shall in no case be less than zero ($0). Taxes attributable to the Pre-Closing Tax Date Period shall be determined as if a separate return was filed for under the period ending as same method of accounting used by the Companies and the Company Subsidiaries during that period. (iii) Notwithstanding anything herein to the contrary, all Taxes of the end of Sellers, the day on Companies and/or the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes for such period Company Subsidiaries attributable to an election made pursuant to Section 1.9 shall be attributable allocable to the Post-Closing Tax Period; provided, however, that for purposes of clause (b), exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such periodPeriod.

Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Period, the Parties shall use the following conventions for determining the portion of such Tax that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period: (a) in the case of real property or personal property Taxes and other similar Taxes attributable to the Purchased Assets imposed on a periodic basis, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period commencing before the Closing Date and ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed follows: (a) In the case of ad valorem, property, or franchise or similar Taxes imposed on the Acquired Companies or Subsidiaries based on capital or number of shares of stock authorized, issued or outstanding, the portion attributable to the Pre-Closing Tax Period shall be the amount of such Taxes for the entire taxable period ending as multiplied by a fraction, the numerator of which is the end number of days in the day Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period. (b) In the case of all other Taxes, the portion attributable to the Pre-Closing Tax Period shall be determined on the Closing Date using a “basis of an interim closing of the books methodology,” of Acquired Companies or Subsidiaries as of the Closing Date, and the remaining amount determination of the Taxes hypothetical Tax for such period shall be attributable to the PostPre-Closing Tax PeriodPeriod shall be determined on the basis of such interim closing of the books; provided, however, that for purposes of clause (b), exemptions, allowances, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned allocated between the Pre-period ending on and including the Closing Tax Period Date and the Post-period beginning after the Closing Tax Period Date in proportion to the number of days in each such period relative to the entire taxable period.