Common use of Allocation of Tax Liability Clause in Contracts

Allocation of Tax Liability. For all purposes under this Agreement, in the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall (i) in the case of property or ad valorem Taxes, be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and (ii) in the case of all other Taxes (excluding Transfer Taxes), be determined on a closing of the books basis as of the end of the Closing Date.

Allocation of Tax Liability. For all purposes under this AgreementAgreement (including the determination of Pre-Closing Taxes), in the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Tax that is allocable which relates to the portion of the period such Straddle Period ending on the end of the Closing Date shall (ix) in the case of property any Taxes imposed on a periodic basis with respect to any assets or ad valorem Taxesotherwise measured by the level of any item, be deemed to be the amount of such Taxes Tax for the entire taxable period (or, in of the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) Company multiplied by a fraction the numerator of which is the number of calendar days in the taxable period ending on the end of the Closing Date and the denominator of which is the number of calendar days in the entire taxable period, and (iiy) in the case of all any other Taxes (excluding Transfer Taxes)Tax, be determined deemed equal to the amount which would be payable if the Company’s taxable period ended on a closing of the books basis as of the end of the Closing Date.