Allocation of Taxes for Straddle Periods. All Property Taxes (for the avoidance of doubt, other than Transfer Taxes) levied with respect to the Purchased Assets (or the assets of the Purchased Seller Subsidiaries) for any Straddle Period shall be apportioned between Buyer and Seller based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Taxes other than Property Taxes levied with respect to the Purchased Subsidiary for any Straddle Period shall be calculated by means of a closing of the books and records of the relevant Purchased Subsidiary, as applicable, as of the close of the Closing Date, as if such Straddle Period ended as of the close of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx, assessment or other notice of Tax due, Buyer or Seller, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.2(e) together with such supporting evidence as is reasonably necessary to calculate the amount payable. The amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that Buyer or Seller makes any payment for which it is entitled to reimbursement under this Section 7.2(e), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 7.2(e) and not made when due shall bear interest at the rate of 8.0% per annum.
Allocation of Taxes for Straddle Periods. For purposes of this Section 6.9, whenever it is necessary to allocate the liability for Taxes for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period ending at the end of the Closing Date (to be reimbursed from the Escrow Shares) and the portion of the Straddle Period beginning after the Closing Date (borne by the Buyer) will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one of which ended at the close of business on the Closing Date and the other of which began at the beginning of the day after the Closing Date, and items of income, gain, deduction, loss or credit of the Company for the Straddle Period will be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of business on the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, will be apportioned between such two Taxable years or periods on a daily basis.
Allocation of Taxes for Straddle Periods. The amount of Taxes allocable to either the Pre-Closing Tax Period or Post-Closing Tax Period of any Straddle Period shall equal: (a) for any Taxes imposed on a periodic basis (such as real, personal and intangible property Taxes), the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the denominator of which is the total number of days in the Straddle Period, and the numerator being either (i) the number of days during the Straddle Period that are in the Pre-Closing Tax Period (for the Pre-Closing Tax Period), or (ii) the number of days during the Straddle Period that are in the Post-Closing Tax Period (for the Post-Closing Tax Period) and (b) for all other Taxes, determined on an interim closing of the books basis, effective as of the end of the Closing Date. Any payment by a Party with respect to Taxes for a Straddle Period shall be credited towards such Party’s Liability for their share of any Taxes with respect to a Straddle Period allocable to such Person under this Section 9.5.
Allocation of Taxes for Straddle Periods. For purposes of this Section 6.09, in the case of any Taxes that are imposed on or with respect to income, gains, receipts, sales or payments and are payable for a Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of such Tax related to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date (and for such purpose, the Tax period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time), provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period, and the amount of other Taxes for a Straddle Period related 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 prior to and including the Closing Date and the denominator of which is the number of days in such Straddle Period.
Allocation of Taxes for Straddle Periods. All Taxes and Tax liabilities with respect to DevCo that relate to a Straddle Period shall be apportioned between the Pre-Closing Period and the Post-Closing Period on the basis that the Straddle Period consisted of two (2) taxable periods, one that ended at the close of business on the day immediately before the Closing Date and the other that began on the Closing Date, and such Taxes shall be allocated between such two (2) periods in the following manner: (a) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period, and (b) in the case of any other Taxes (such as Taxes based upon or measured by net income or gain, activities, events, transfers or supplies), the amount of such Tax that is allocable to the portion of such Straddle Period that ends on the day immediately before the Closing Date shall be deemed to be equal to the amount that would be payable if the relevant Straddle Period had ended at the close of business on the day immediately before the Closing Date.
Allocation of Taxes for Straddle Periods. For purposes of Sections 5.10(b) and (c) above, whenever it is necessary to determine the liability for Taxes of the Matrix Shareholders and Matrix for a Straddle Period, the determination of the Taxes of Matrix for the portion of the Straddle Period ending on and including the day before the Closing Date (borne by the Matrix Shareholders) and the portion of the Straddle Period ending on or after the Closing Date (borne by Matrix) will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one of which ended at the close of business on the day before the Closing Date and the other of which began at the opening of business on the Closing Date, and items of income, gain, deduction, loss or credit of Matrix for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of Matrix were closed at the close of business on the day before the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, will be apportioned between such two taxable years or periods on a daily basis.
Allocation of Taxes for Straddle Periods. For any Straddle Period, Taxes shall be treated as attributable to the Pre-Closing Tax Period in an amount equal to: (i) in the case of any gross receipts, income Taxes or similar Taxes, the portion of such Taxes allocable to the portion of the Straddle Period ending on or before the Closing Date, as determined on the basis of the deemed closing of the books and records of the Company at the end of the Closing Date and (ii) in the case of any Taxes other than gross receipts, income Taxes, or similar Taxes, the Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period.
Allocation of Taxes for Straddle Periods. For any Straddle Period, Taxes shall be treated as attributable to the Pre-Closing Tax Period in an amount equal to: (A) in the case of any gross receipts, income Taxes or similar Taxes, the portion of such Taxes allocable to the portion of the Straddle Period ending on or before the Closing Date, as determined on the basis of the deemed closing of the books and records of the relevant Acquired Party at the end of the Closing Date giving effect to Section 5.14(d) (unless otherwise required by applicable Tax Law) and (B) in the case of any Taxes other than gross receipts, income Taxes, or similar Taxes, the Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period from the beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period.
Allocation of Taxes for Straddle Periods. In the case of any Tax for any Tax Period that begins on or before the Closing Date and ends after the Closing Date (a "Straddle Period"), the amount of such Tax allocated to each of the Pre-Closing Tax Period and the Post-Closing Tax Period shall be determined as follows:
(i) in the case of any real property, personal property, intangibles and other similar Tax, (A) the amount of such Tax that is allocable to the Pre-Closing Tax Period shall 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 portion of such Straddle Period ending on the Closing Date and the denominator of which is the total number of days in the entire Straddle Period and (B) the amount of such Tax that is allocable to the Post-Closing Tax Period shall be the amount of such Tax for the entire Straddle Period minus the amount of such Tax allocated to the Pre-Closing Tax Period pursuant to clause (A) hereof and (ii) in the case of any Tax not described in clause (i), on the basis of the actual activities of the members of the Company Group using an interim-closing-of-the-books method and assuming that such Straddle Period ended at the close of the Closing Date. To the extent permitted by applicable law, the Seller and the Buyer shall (and shall to the extent practicable cause their respective Affiliates to) prepare all relevant Tax Returns in a manner consistent with the allocation of Taxes in this Section 2.
Allocation of Taxes for Straddle Periods. For purposes of this Agreement, in the case of any Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the Pre-Closing Tax Period shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of all other Taxes, be deemed equal to the amount which would by payable as computed on a "closing-of-the-books" basis if the relevant Tax period ended on the Closing Date. For any such period, the portion of such Tax that relates to the Post-Closing Tax Period shall be the total amount of Tax for such period less the amount attributable to the Pre-Closing Tax Period, as determined under the preceding sentence.
