Common use of Allocation of Straddle Period Taxes Clause in Contracts

Allocation of Straddle Period Taxes. (i) For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a taxable period beginning before and ending after the day immediately prior to the Closing Date (a “Straddle Period”), the amount of Taxes that are allocable to the portion of the Straddle Period ending on and including the day immediately prior to the Closing Date shall be: (A) in the case of Taxes imposed on a periodic basis with respect to the business or assets of a Seller (such as ad valorem and property Taxes) and exemptions, allowances or deductions that are calculated on an annual basis, such as depreciation, the amount of such Taxes, exemptions, allowances or deductions 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 (provided that any Tax exemption or allowance with respect to an annual period shall be pro-rated on an equal daily basis between the pre-Closing Tax period and the remainder of the Straddle Period); and (B) in the case of all other Taxes, determined on a “closing of the books basis” as if the taxable period ended on the Closing Date.

Allocation of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Closing Date shall be determined as follows: (i) For purposes in the case of this Agreementany real property, in order to apportion appropriately any personal property, ad valorem and similar Taxes relating to a taxable period beginning before and ending after the day immediately prior with respect to the Closing Date assets or capital of Frontier (a “Straddle PeriodProperty Taxes”), the amount of such Property Taxes that are allocable attributable to the portion Pre-Closing Tax Period of the such Straddle Period ending on and including the day immediately prior shall be deemed to the Closing Date shall be: (A) in the case of Taxes imposed on a periodic basis with respect to the business or assets of a Seller (such as ad valorem and property Taxes) and exemptions, allowances or deductions that are calculated on an annual basis, such as depreciation, be the amount of such Taxes, exemptions, allowances or deductions Property 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 such Straddle Period ending on and including the Closing Date, and the denominator of which is the number of calendar total days in the entire Straddle Period (provided that any Tax exemption or allowance with respect to an annual period shall be pro-rated on an equal daily basis between the pre-Closing Tax period and the remainder of the Straddle Period); and (Bii) in the case of all any Taxes that are based on income, sales, revenue or similar items, or other Taxes that are not Property Taxes, the amount of any such Taxes that is attributable to the Pre-Closing Tax Period of such Straddle Period shall be determined based on a “an interim closing of the books basis” as if the taxable period ended on of and including the Closing Date.