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 amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as follows: (a) In the case of ad valorem, property, or franchise or similar Taxes imposed on the Acquired Company based on capital or number of shares of equity 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 multiplied by a fraction, the numerator of which is the number of days in the 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 basis of an interim closing of the books of Acquired Company as of the Closing Date, and the determination of the hypothetical Tax for such Pre-Closing Tax Period shall be determined on the basis of such interim closing of the books; 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 on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period relative to the entire taxable period.

Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Periodtaxable period which begins before the Closing Date and ends after the Closing Date, the amount of Taxes attributable to the Pre-Closing Tax Date Period shall will be determined as follows: (a) 7.3.2.1. In the case of ad valorem, property, or franchise or similar Taxes imposed on the Acquired Company based on capital (including net worth or long-term debt) or number of shares of equity units authorized, issued or outstanding, the portion attributable to the Pre-Closing Tax Date Period shall will be the amount of such Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Date Period and the denominator of which is the number of days in the entire taxable period.; provided, however, the amount of tax attributable to the Pre-Closing Date Period will not exceed the amount of Tax the Company would owe on an interim closing of the books method as if its taxable period ended immediately prior to the day before the Closing Date; and (b) 7.3.2.2. In the case of all other Taxes, the portion attributable to the Pre-Closing Tax Date Period shall will be determined on the basis of an interim closing of the books of Acquired the Company as of the day before the Closing Date, and the determination of the hypothetical Tax for such Pre-Closing Tax Date Period shall will be determined on the basis of such interim closing of the books; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis without annualization. The hypothetical Tax for any period will in no case be less than zero (including depreciation and amortization deductions) shall be allocated between the period ending on and including the $0). Taxes attributable to Pre-Closing Date and Period will be determined under the period beginning after same method of accounting used by the Closing Date in proportion to the number of days in each such period relative to the entire taxable Company during that period.

Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Periodtaxable period which begins before the Effective Time and ends after the Effective Time, the amount of Taxes attributable to the Pre-Closing Tax Period Effective Time Periods shall be determined as follows: (ai) In the case of ad valorem, property, or franchise or similar Taxes imposed on any of the Acquired Company LAI Companies based on capital (including net worth or long-term debt), the number of shares of equity stock authorized, issued or outstanding, or ad valorem or property taxes, the portion attributable to the Pre-Closing Tax Period Effective Time Periods shall be the amount of such Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period Effective Time Periods and the denominator of which is the number of days in the entire taxable period; provided, however, the amount of Tax attributable to the Pre-Effective Time Periods shall not exceed the amount of Tax the LAI Companies would have paid if the taxable period ended immediately prior to the Effective Time. (bii) In the case of all other Taxes, the portion attributable to the Pre-Closing Tax Period Effective Time Periods shall be determined on the basis of an interim closing of the books of Acquired Company the LAI Companies as of the Closing DateEffective Time, and the determination of the hypothetical Tax for such Pre-Closing Tax Period Effective Time Periods shall be determined on the basis of such interim closing of the books; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) without annualization. The hypothetical Tax for any period shall in no case be less than zero. Taxes attributable to the Pre-Effective Time Periods shall be allocated between determined under the period ending on and including same method of accounting used by the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period relative to the entire taxable LAI Companies during that period.

Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Periodtaxable period which begins before the Effective Date and ends after the Effective Date, the amount of Taxes attributable to the Pre-Closing Tax Effective Date Period shall be determined as follows: (a) In the case of ad valorem, property, or franchise or similar Taxes imposed on the Acquired Company and Subsidiaries based on capital (including net worth or long-term debt) or number of shares of equity stock authorized, issued or outstanding, the portion attributable to the Pre-Closing Tax Effective 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 days in the Pre-Closing Tax Effective Date Period and the denominator of which is the number of days in the entire taxable period; provided, however, the amount of the tax attributable to the Pre-Effective Date Period shall not exceed the amount of tax Company and Subsidiaries would have paid if its taxable period ended immediately prior to the Effective Date. (b) In the case of all other Taxes, the portion attributable to the Pre-Closing Tax Effective Date Period shall be determined on the basis of an interim closing of the books of Acquired Company and Subsidiaries as of the Closing Effective Date, and the determination of the hypothetical Tax for such Pre-Closing Tax Period shall be Effective Date Period, determined on the basis of such interim closing of the books; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis without annualization. The hypothetical Tax for any period shall in no case be less than zero (including depreciation and amortization deductions) $0). Taxes attributable to the Pre-Effective Date Period shall be allocated between determined under the period ending on same method of accounting used by Company and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period relative to the entire taxable Subsidiaries during that period.

Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Periodtaxable period which begins before the Effective Time and ends after the Effective Time, the amount of Taxes attributable to the Pre-Closing Tax Effective Time Period shall be determined as follows: (ai) In the case of ad valorem, property, or franchise or similar Taxes imposed on any of the Acquired Company BHC Companies based on capital (including net worth or long-term debt), the number of shares of equity stock authorized, issued or outstanding, or ad valorem or property taxes, the portion attributable to the Pre-Closing Tax Effective Time 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 days in the Pre-Closing Tax Effective Time Period and the denominator of which is the number of days in the entire taxable period. (bii) In the case of all other Taxes, the portion attributable to the Pre-Closing Tax Period Effective Time Periods shall be determined on the basis of an interim closing of the books of Acquired Company the BHC Companies as of the Closing DateEffective Time, and the determination of the hypothetical Tax for such Pre-Closing Tax Period Effective Time Periods shall be determined on the basis of such interim closing of the books; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) without annualization. The hypothetical Tax for any period shall in no case be less than zero. Taxes attributable to the Pre-Effective Time Periods shall be allocated between determined under the period ending on and including same method of accounting used by the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period relative to the entire taxable BHC Companies during that period.

Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Period, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as follows: (a) In the case of ad valoremany Tax not based on or measured by income, propertysales, or franchise receipts of the Group Companies or similar Taxes not imposed on the Acquired Company based on capital in connection with any sale or number other transfer or assignment of shares of equity authorized, issued property or outstandingany other specifically identifiable transaction or event, the portion attributable to the Pre-Closing Tax 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 days in the 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 any Tax that is based on or measured by income or receipts of the Group Companies or imposed in connection with any sale or other Taxestransfer or assignment of property or any other specifically identifiable transaction or event, the portion attributable to the Pre-Closing Tax Period shall be determined on the basis of an interim closing of the books of Acquired the Company as of the Closing Date, and the determination of the hypothetical Tax for such Pre-Closing Tax Period shall be determined on the basis of such interim closing of the books; 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 on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period relative to the entire taxable period.