Common use of Allocation of Tax Liability for Straddle Periods Clause in Contracts

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. For purposes of allocating responsibility the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreement, in the case of any Taxes that are payable for Taxes between a taxable period that includes (but does not end on) the Parent and Closing Date (a “Straddle Period”), the Securityholders for Straddle Periods, Taxes attributable portion of such Tax related to a the portion of such Straddle Period ending on and including the Closing Date 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 Taxes 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 than those described in clause (iii) above that are imposed on a periodic basis and measured by the level of any item (e.g.below, property Taxes that are based upon valuation of the item), the amount of such Taxes attributable be deemed equal 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, and (ii) in the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. Seller shall be liable for all Taxes allocable to the pre-closing portion of the Straddle Period.

Allocation of Tax Liability for Straddle Periods. For purposes of allocating responsibility for Taxes between the Parent Sellers and the Securityholders Purchaser for a Straddle PeriodsPeriod, Taxes attributable shall be attributed to the pre-closing portion of a Straddle Period shall be determined as follows: (ia) 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 the Straddle Period shall be equal to (i) the amount which that would be payable if the relevant Tax period ended on and included the Closing Date and (ii) in the case of any such Taxes attributable to the ownership of any equity interest in a partnership, other “flow through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable applicable Law), as if the taxable period of that entity ended on and included the Closing Date, and (iib) in the case of any Taxes not described in clause (ia) 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 the Straddle Period shall be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction the numerator of which is the number of days in the Tax period Straddle 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 periodStraddle Period.

Allocation of Tax Liability for Straddle Periods. For purposes of allocating responsibility for Taxes between the Parent and the Securityholders for Straddle PeriodsSecurityholders, 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 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 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. For purposes of allocating responsibility for Taxes between the Parent and the Securityholders for Straddle PeriodsSecurityholders, Taxes attributable to a Straddle Pre-Closing Tax 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 prePre-closing portion of a Straddle Closing Tax Period shall be equal to the amount which that 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 prePre-closing portion of a Straddle Closing Tax Period shall be the amount of such Tax for the entire Tax period multiplied by a fraction 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. All Taxes that are not attributable to a Pre-Closing Tax Period shall be attributable to a post-Closing Tax period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.