Allocation of Tax Liability for Straddle Periods. For purposes of allocating responsibility for Taxes between the Parent and the Securityholders for Straddle Periods, Taxes attributable to a Straddle Period shall be determined as follows: (i) in the case of any Tax that is either based upon or measured by income or gross receipts or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), including any sales or use Tax and any withholding Tax, the amount of Taxes attributable to the pre-closing portion of a Straddle Period shall be equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date, and (ii) in the case of any Taxes not described in clause (i) above that are imposed on a periodic basis and measured by the level of any item (e.g., property Taxes that are based upon valuation of the item), the amount of such Taxes attributable to the pre-closing portion of a Straddle Period shall be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the day prior to the Closing Date and the denominator of which is the number of days in the entire Tax period.
Allocation of Tax Liability for Straddle Periods. In the case of any taxable period that includes (but does not end) on the Closing Date (each a “Straddle Period”) (a) the amount of any Taxes imposed with respect to the Business or the Assets based or measured by income or receipts for the portion of such period ending on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date and (b) the amount of any other Taxes for the Straddle Period for the portion of such period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Allocation of Tax Liability for Straddle Periods. For purposes of the indemnity provisions of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (i) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date.
Allocation of Tax Liability for Straddle Periods. In the case of any taxable period that includes (but does not end on) the Closing Equity Value Date, (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, payments, gross or net sales, use or payroll of an Acquired Company Entity for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Equity Value Date (and, for such purpose, the taxable period of any partnership, other pass-through entity, or controlled foreign corporation in which an Acquired Company Entity holds a beneficial interest shall be deemed to terminate at such time), and the amount of other Taxes of an Acquired Company Entity for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Equity Value Date and the denominator of which is the number of days in such Straddle Period.
Allocation of Tax Liability for Straddle Periods. For purposes of the indemnity provisions of this Agreement, in the case of any taxable period that includes (but does not end on) the Closing Date, (a “Straddle Period”), (i) the amount of any income Taxes and Taxes measured by receipts, sales, payments or payroll of the Company for the Pre- Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time); provided, however, that any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be determined in accordance with clause (ii) of this Section 7.04(e), (ii) the amount of other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period, and (iii) the amount of Taxes in the form of interest or penalties to the extent relating to a Tax for a Pre-Closing Tax Period shall be treated as relating to the Pre-Closing Tax Period whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.
Allocation of Tax Liability for Straddle Periods. To the extent permitted by Law, the Tax year of each Target Company shall close on the Closing Date. For all purposes of this Agreement, in the case of any Taxes that are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax related to the Pre-Closing Period shall:
(i) in the case of ad valorem, property or similar Taxes, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on and including the Closing Date, and the denominator of which is the number of days in the entire taxable period, and
(ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant taxable period ended on and included the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity, or any non-U.S. entity, in which the Company directly or indirectly holds a beneficial interest shall be deemed to terminate at such time); provided, however, that any Tax attributable to any action taken by Buyer, or at Buyer’s direction, outside of the Ordinary Course on the Closing Date after the Closing and not contemplated by the terms of this Agreement, shall be treated as a Tax related to the Post-Closing Period beginning on the day after the Closing Date.
Allocation of Tax Liability for Straddle Periods. For purposes of this Agreement, 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 allocable to the Pre-Closing Tax Period shall in the case of any (i) Taxes other than gross receipts, value added, sales or use Taxes and Taxes based upon or related to income or payments, be deemed equal to 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 ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) Tax based upon or related to income or payments and any gross receipts, sales or use Tax, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. The costs and expenses of preparing any Tax Return for a Straddle Period shall be allocated in the same proportion as the Taxes payable with respect to such Tax Return.
Allocation of Tax Liability for Straddle Periods. For purposes of allocating responsibility for Taxes between Parent and the Stockholders for Straddle Periods, Taxes attributable to a Straddle Period shall be determined as follows (i) in the case of 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 such Straddle Period ending on 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 all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date.
Allocation of Tax Liability for Straddle Periods. For purposes of Section 7.10(a) and Article X, in the case of any Taxes that are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall be deemed equal to (i) in the case of Taxes that are imposed on a periodic basis and not based or measured by receipts, net income or gain, activities, events or level of any item, the amount of such Taxes for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of days in such Tax period, and (ii) in all other cases, the amount which would be payable if the relevant Tax period ended on and included the Closing Date (and for such purpose the taxable period of any partnership or other pass-through entity will be deemed to terminate at such time).
Allocation of Tax Liability for Straddle Periods. For all purposes of this Agreement, Buyer and Sellers shall apportion all real property, personal property, intangibles and other similar ad valorem Taxes paid or payable on a periodic basis in connection with any of the Business Assets for any Straddle Period in which the Closing occurs, such apportionments to be made based upon the fiscal year for which such Taxes are assessed and to be apportioned to the portion of the Straddle Period ending on the Closing Date on a per diem basis. Such apportionment shall be made at or prior to the Closing to the extent practicable. In the case of Taxes for a Straddle Period not described in the first sentence of this Section 6.4(b), such Taxes shall be apportioned to the portion of the Straddle Period ending on the Closing Date based on a closing of the books as of the end of the Closing Date. Sellers and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 6.4(b). In no event shall Buyer be responsible for any real property or personal ad valorem Taxes or
