Common use of Allocation of Straddle Period Taxes Clause in Contracts

Allocation of Straddle Period Taxes. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period (including refunds of, or credits attributable to, such Taxes), the Parties shall, to the extent permitted or required under Applicable Laws, treat the Closing Date as the last day of the Taxable period of SMP for all Tax purposes. In any case where Applicable Laws do not permit SMP to treat the Closing Date as the last day of the Taxable period, the amount of Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: (i) in the case of Taxes imposed on a periodic basis with respect to the business or assets of SMP (such as ad valorem and property Taxes) the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) in the case of Taxes that are based upon or related to income, gross or net sales, payments or receipts (including any income Taxes), deemed equal to the amount that would be payable if the Taxable period ended on the Closing Date.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period (including refunds of, or credits attributable to, such Taxes), the Parties shall, to the extent permitted or required under Applicable Laws, treat the Closing Date as the last day of the Taxable period of SMP for all Tax purposes. In any case where Applicable Laws do Law does not permit SMP the Companies to treat the Closing Date as the last day of the Taxable period, the amount of Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: : (i) in the case of Taxes imposed on a periodic basis with respect to the business Business or assets of SMP (such as ad valorem and property Taxes) the Companies the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period; and and (ii) in the case of Taxes that are based upon or related to income, gross or net sales, payments income or receipts (including any income Income Taxes), deemed equal to the amount that would be payable if the Taxable taxable period ended on the Closing Date. Notwithstanding the foregoing, any Taxes relating to any transactions not in the ordinary course of business that occur after the Closing Date shall be treated as occurring on the day after the Closing Date.

Allocation of Straddle Period Taxes. For purposes of this AgreementArticle IX, in order to apportion appropriately any Taxes relating to a Straddle Period (including refunds of, or credits attributable to, such Taxes)Period, the Parties shall, to the extent permitted or required under Applicable Lawsapplicable Law, treat the Closing Date as the last day of the Taxable taxable year or period of SMP the Company and all of its Subsidiaries for all Tax purposes. In any case where Applicable Laws do applicable Law does not permit SMP the Company or any of its Subsidiaries to treat the Closing Date as the last day of the Taxable taxable year or period, the amount portion of any Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: be (i) in the case of Taxes that are imposed on a periodic basis with respect (for example, property taxes), deemed to the business or assets of SMP (such as ad valorem and property Taxes) be the amount of such Taxes for the entire Straddle Period period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and including including) the Closing Date, Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and , and (ii) in the case of Taxes that are based upon or related to income, gross or net sales, payments or receipts not described in clause (including any income Taxesi), deemed equal to the amount that would be payable if the Taxable taxable year or period ended on the Closing DateDate (such as taxes that are either based on or related to income or receipts or imposed in connection with any sale or other transfer or assignment of property).

Allocation of Straddle Period Taxes. For purposes of this AgreementARTICLE IX, in order to apportion appropriately any Taxes relating to a Straddle Period (including refunds of, or credits attributable to, such Taxes)Period, the Parties shall, to the extent permitted or required under Applicable Lawsapplicable Law, treat the Closing Date as the last day of the Taxable taxable year or period of SMP the Company and all of its Subsidiaries for all Tax purposes. In any case where Applicable Laws do applicable Law does not permit SMP the Company or any of its Subsidiaries to treat the Closing Date as the last day of the Taxable taxable year or period, the amount portion of any Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: be (i) in the case of Taxes that are imposed on a periodic basis with respect (for example, property taxes), deemed to the business or assets of SMP (such as ad valorem and property Taxes) be the amount of such Taxes for the entire Straddle Period period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and including including) the Closing Date, Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and , and (ii) in the case of Taxes that are based upon or related to income, gross or net sales, payments or receipts not described in clause (including any income Taxesi), deemed equal to the amount that would be payable if the Taxable taxable year or period ended on the Closing DateDate (such as taxes that are either based on or related to income or receipts or imposed in connection with any sale or other transfer or assignment of property).

Allocation of Straddle Period Taxes. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period (including refunds of, or credits attributable to, such Taxes), the Parties shall, to the extent permitted or required under Applicable Laws, treat the Closing Date as the last day of the Taxable period of SMP each Company for all Tax purposes. In any case where Applicable Laws do not permit SMP a Company to treat the Closing Date as the last day of the Taxable period, the amount of Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: (i) in the case of Taxes imposed on a periodic basis with respect to the business or assets of SMP any Company (such as ad valorem and property Taxes) the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) in the case of Taxes that are based upon or related to income, gross or net sales, payments or receipts (including any income Income Taxes), deemed equal to the amount that would be payable if the Taxable period ended on the Closing Date.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period (including refunds of, or credits attributable to, such Taxes), the Parties shall, to the extent permitted or required under Applicable Laws, treat the Closing Date as the last day of the Taxable period of SMP for all Tax purposes. In any case where Applicable Laws do applicable Law does not permit SMP the Company to treat the Closing Date as the last day of the Taxable Tax period, the amount of Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: shall: (ia) in the case of Taxes imposed on a periodic basis with respect to the business or assets of SMP (such as ad valorem and property Taxes) the Company, be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period; and and (iib) in the case of Taxes that are based upon or related to income, gross or net sales, payments income or receipts (including any income Taxes), be deemed to be equal to the amount that would be payable if the Taxable Tax period ended on the Closing Date. Notwithstanding the foregoing, any Taxes relating to any transactions not in the ordinary course of business or otherwise unrelated to the transactions contemplated by this Agreement that occur after the time of the Closing on the Closing Date shall be treated as occurring on the day after the Closing Date.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period (including refunds of, or credits attributable to, such Taxes), the Parties shall, to the extent permitted or required under Applicable Laws, treat the Closing Date as the last day of the Taxable period of SMP for all Tax purposes. In any case where Applicable Laws do applicable Law does not permit SMP the Company to treat the Closing Date as the last day of the Taxable Tax period, the amount of Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: shall: (ia) in the case of Taxes imposed on a periodic basis with respect to the business or assets of SMP (such as ad valorem and property Taxes) the Company, be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period; and and (iib) in the case of Taxes that are based upon or related to income, gross or net sales, payments income or receipts (including any income Taxes), be deemed to be equal to the amount that would be payable if the Taxable Tax period ended on the Closing Date. Notwithstanding the foregoing, any Taxes relating to any transactions not in the Ordinary Course that occur after the time of the Closing on the Closing Date shall be treated as occurring on the day after the Closing Date.

Allocation of Straddle Period Taxes. For purposes of this AgreementARTICLE X, in order to apportion appropriately any Taxes relating to a the portion of the Straddle Period (including refunds of, or credits attributable to, such Taxes)ending on the Closing Date, the Parties shall, to the extent permitted or required under Applicable Lawsapplicable Law, treat the Closing Date as the last day of the Taxable taxable year or period of SMP the Company and all of its Subsidiaries for all Tax purposes. In any case where Applicable Laws do applicable Law does not permit SMP the Company or any of its Subsidiaries to treat the Closing Date as the last day of the Taxable taxable year or period, the amount portion of any Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: be (i) in the case of Taxes that are imposed on a periodic basis with respect (for example, property taxes), deemed to the business or assets of SMP (such as ad valorem and property Taxes) be the amount of such Taxes for the entire Straddle Period period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and including including) the Closing Date, Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and , and (ii) in the case of Taxes that are based upon or related to income, gross or net sales, payments or receipts not described in clause (including any income Taxesi), deemed equal to the amount that would be payable if the Taxable taxable year or period ended on the Closing DateDate (such as taxes that are either based on or related to income or receipts or imposed in connection with any sale or other transfer or assignment of property).

Allocation of Straddle Period Taxes. For purposes With respect to Taxes of this Agreement, in order to apportion appropriately any Taxes the Company and each Company Subsidiary relating to a Straddle Period (including refunds ofPeriod, or credits attributable to, such Taxes), the Parties shall, to the extent permitted or required under Applicable Laws, treat the Closing Date as the last day of the Taxable period of SMP Company Holders shall be severally and not jointly liable for all Tax purposes. In any case where Applicable Laws do not permit SMP to treat the Closing Date as the last day of the Taxable period, the amount of such Taxes that are allocable to the portion of the Straddle Period that is deemed to end on the close of business, Eastern Time, on the Closing Date. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Tax period ending on and including the Closing Date shall be: (i) in the case of any Taxes imposed on a periodic basis with respect other than Taxes based upon or related to the business income or assets of SMP (such as ad valorem and property Taxes) receipts, be deemed to be the amount of such Taxes Tax for the entire Straddle Period Tax period multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period Tax period ending on and including the Closing Date, Date and the denominator of which is the number of calendar days in the entire Straddle Period; and Tax period, and (ii) in the case of Taxes that are any Tax based upon or related to incomeincome or receipts, gross or net sales, payments or receipts (including any income Taxes), be deemed equal to the amount that which would be by payable if the Taxable relevant Tax period ended on the Closing Date.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period (including refunds of, or credits attributable to, such Taxes), the Parties shall, to the extent permitted or required under Applicable Laws, treat the Closing Date as the last day of the Taxable period of SMP for all Tax purposes. In any case where Applicable Laws do applicable Law does not permit SMP the Company to treat the Closing Date as the last day of the Taxable Tax period, the amount of Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: shall: (i) in the case of Taxes imposed on a periodic basis with respect to the business or assets of SMP (such as ad valorem and property Taxes) the Company, be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period; and and (ii) in the case of Taxes that are based upon or related to income, gross or net sales, payments income or receipts (including any income Taxes), be deemed to be equal to the amount that would be payable if the Taxable Tax period ended on the Closing Date. Notwithstanding the Table of Contents foregoing, (a) any Taxes relating to any transactions not in the ordinary course of business that occur after the time of the Closing on the Closing Date shall be treated as occurring on the day after the Closing Date, and (b) any Taxes resulting from an election pursuant to Section 338 of the Code (or comparable provisions of any state, local or non-U.S. Law) shall be allocated to a Tax period beginning after the Closing Date.