Common use of Allocation of Straddle Period Taxes Clause in Contracts

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real and personal property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended prior to the Closing Date. Any prepayments and deposits of Taxes by Sellers or a Transferred Entity relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the Closing Date, and any Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities and the Sellers.

Allocation of Straddle Period Taxes. For purposes The amount of this Agreement, in Taxes of the case of any Taxes that are imposed on a periodic basis and payable Acquired Entities for a Straddle Period, the portion of such Tax which relates Period that are allocable to the portion of such the Straddle Period ending prior to on and including the Closing Date shall be (i) in the case of any real ad valorem and personal property Taxes, be deemed to be the amount of such Tax Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period up to but not 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 (ii) in the case of any all other TaxTaxes for a Straddle Period, be deemed equal to the amount which of such Taxes that would be payable if the relevant Straddle Period taxable period ended prior to on and included the Closing Date. Any prepayments and deposits Parent shall promptly reimburse Buyer the amount of any such Taxes by Sellers Buyer or a Transferred any Acquired Entity relating to a paid, including estimated tax payments for any Straddle Period shall be taken into account as though the relevant Straddle Period ended prior Taxes that relate to the Closing Date, and any Tax credits for a Straddle Period shall be allocated between the prePre-Closing and post-Closing portions of Tax Period; provided that Parent shall have no obligation to pay any such Taxes to the Straddle Period extent such Taxes were included in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice final calculation of the Transferred Entities and the SellersIndebtedness, Working Capital or Transaction Expenses.

Allocation of Straddle Period Taxes. With respect to Taxes of or with respect to, the Acquired Company relating to a Straddle Period, the Seller shall be liable for the amount of such Taxes allocable to the portion of the Straddle Period that is deemed to end on the close of business on the Closing Date. For purposes of this Agreementthe 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 which that relates to the portion of such Straddle Period Tax period ending prior to on the Closing Date shall (i) in the case of any real and personal property TaxesTaxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period Tax period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period, Tax period and (ii) in the case of any other TaxTax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Straddle Period Tax period ended prior to on (and included) the Closing Date. Any prepayments and deposits of Taxes by Sellers For this purpose, any franchise Tax paid or a Transferred Entity relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the Closing Date, and any Tax credits for a Straddle Period payable based solely on capital shall be allocated between to the pretaxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured. In determining whether a property Tax is attributable to a Pre-Closing and post-Closing portions of the Tax Period or a Straddle Tax Period in the same manner as the (or portion thereof), any property Tax to which they relate would shall be allocated. All determinations necessary to give effect deemed a property Tax attributable to the foregoing allocations shall be made in a manner consistent with prior practice of taxable period specified on the Transferred Entities and the Sellersrelevant property Tax xxxx.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real and personal property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the day immediately prior to the Closing Date. Any prepayments and deposits of Taxes (or credits for Taxes paid with respect to a prior taxable period) by Sellers Seller, a Sold Entity or a Transferred Entity JV Majority Participation relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the Closing Date, and any other Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities Sold Entities, JV Majority Participations, and the SellersSeller.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real and personal property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the day immediately prior to the Closing Date. Any prepayments and deposits of Taxes (or credits for Taxes paid with respect to a prior taxable period) by Sellers Seller, a Sold Entity or a Transferred Entity JV Majority Participation relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the 83/116 Closing Date, and any other Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities Sold Entities, JV Majority Participations, and the SellersSeller.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real and personal property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the day immediately prior to the Closing Date. Any prepayments and deposits of Taxes (or credits for Taxes paid with respect to a prior taxable period) by Sellers Seller, a Sold Entity or a Transferred Entity JV Majority Participation relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the Closing Date, and any other Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities Sold Entities, JV Majority Participations, and the Sellers.Seller. 80/114

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of If any Taxes that are imposed on Acquired Company would be obligated to file a periodic basis and payable Tax Return for a Straddle Period, Post-Closing Tax Period that includes the portion of such Tax which relates to the portion of such Straddle Period ending day prior to the Closing Date shall (i) in Date, the case of any real and personal property TaxesAcquired Company will, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if extent allowed by applicable Laws, close the relevant Straddle Period ended taxable period of the Acquired Company on the day prior to the Closing Date. Any prepayments and deposits of Taxes by Sellers or a Transferred Entity relating With respect to any Straddle Period, the Taxes, if any, attributable to a Straddle Period shall will be taken into account as though allocated between (A) the relevant Straddle Pre-Closing Tax Period, and (B) the Post-Closing Tax Period ended (and for such purpose, the taxable period of any pass-through entity in which an Acquired Company holds a beneficial interest will be deemed to terminate on the day prior to the Closing Date, and ) in accordance with this Section 10.4(b). Any allocation of income or deductions required to determine any Tax credits for Taxes attributable to a Straddle Period shall will be apportioned between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, by closing the books and records of the Acquired Company as though such taxable period terminated as of the close of business on the day prior to the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will be allocated between the prePre-Closing Tax Period, on the one hand, and postthe Post-Closing portions of Tax Period, on the Straddle Period other hand, in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect proportion to the foregoing allocations shall number of days in each such period. Property, ad valorem and similar Taxes will be made in a manner consistent with prior practice of apportioned between the Transferred Entities Pre-Closing Tax Period, on the one hand, and the SellersPost-Closing Tax Period, on the other hand, in proportion to the number of days in each such period.

Allocation of Straddle Period Taxes. For purposes In any case where applicable Law does not permit the Company and its Subsidiaries to treat the Closing Date as the last day of this Agreementthe Tax period, the amount of Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall: (a) in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates with respect to the portion business or assets of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real Company and personal property Taxesits Subsidiaries, be deemed to be the amount of such Tax Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period up to but not ending on and including the Closing Date Date, and the denominator of which is the number of calendar days in the entire Straddle Period; provided, however, that, if the amount of periodic Taxes imposed for such Tax period reflects different rates of Tax imposed for different periods, within such Tax period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Tax period; and (iib) in the case of Taxes that are based upon or related to income or receipts (including any other Taxincome Taxes), be deemed to be equal to the amount which that would be payable if the relevant Straddle Period Tax period ended prior to on the Closing Date; provided, however, that any exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for amortization and depreciation, shall be apportioned between such two (2) taxable years or periods on a daily basis (notwithstanding that such exemptions, allowances or deductions may under applicable Law be determined solely at the end of the Tax period). Any prepayments and deposits of Notwithstanding the foregoing, any Taxes by Sellers or a Transferred Entity relating to a Straddle Period any transactions not in the Ordinary Course that occur after the time of the Closing on the Closing Date shall be taken into account treated as though occurring on the relevant Straddle Period ended prior to day after the Closing Date, and any Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities and the Sellers.