Common use of Allocation of Taxes for Straddle Periods Clause in Contracts

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. All Property (a) In the case of Taxes (for a Straddle Period, except as provided in Section 12.05(b), 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 allocation of such Straddle Period included in Taxes between 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 made on the basis of a an interim closing of the books and records of the relevant Purchased Subsidiary, as applicable, as of the close end of the Closing Date. For purposes of this Agreement, any Tax resulting from the departure, as if such Straddle Period ended as a result of the close transactions provided for herein, of any Business Subsidiary from a Relevant Group (such as, without limitation, Taxes resulting from the triggering into income of deferred intercompany transactions or excess loss accounts) shall be treated as Taxes allocable to a Pre-Closing Period. Items, such as Tax depreciation, which result from the expiration of time, will be allocated between the portion of a Tax period that ends on the Closing Date; provided, Date and the portion that exemptions, allowances or deductions that are calculated follows the Closing Date based on an annual basis (including depreciation and amortization deductions), other than relative days with respect to property placed which depreciation or such similar items could be claimed in service after each portion. (b) In the Closing, shall be allocated case of (i) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding and (ii) ad valorem Taxes, real property Taxes and personal property Taxes, in each case attributable to any Straddle Period, the number of days portion of such Straddle Period included in the Taxes allocable to a 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 for the entire Tax period, multiplied by a fraction the numerator of which is the number of days in such Tax period that are or are prior to the Closing Date and the denominator of which is attributable the total number of days in such Tax period, provided, however that if any property, asset or right of any Business Subsidiary or relating to the Business is sold or otherwise transferred on the Closing Date (prior to the Closing) or prior to the Closing Date, then such Taxes pertaining to such property, asset or other right shall be attributed entirely to the Pre-Closing Period. Any Tax Period, and Buyer imposed on a transactional basis shall be liable for the amount of such Taxes that is attributable treated as allocable to the PostPre-Closing Tax Period. Upon receipt of any xxxx, assessment Period if the transaction to which it relates occurred on or other notice of Tax due, Buyer or Seller, as applicable, shall present a statement prior to the other setting forth Closing Date. Any liability arising as a result of a failure prior to the amount Closing to comply with any of reimbursement to which each is entitled the requirements for obtaining benefits under this Section 7.2(e) together with such supporting evidence as is reasonably necessary to calculate either of the amount payable. The amount BOI Certificates shall be paid by the party owing it treated as Taxes allocable to the other within ten (10) days after delivery a Pre-Closing Period for purposes 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 annumAgreement.

Allocation of Taxes for Straddle Periods. All Property Taxes (for the avoidance of doubt, other than Transfer Taxes) levied imposed with respect to the Purchased Assets (or the assets of the Purchased Seller Subsidiaries) for any a Tax period shall be treated as allocable to such Tax period. Taxes imposed with respect to a Straddle Period shall be apportioned allocated between Buyer the portion of such Straddle Period that constitutes a Pre-Closing Period and Seller the portion that constitutes a Post-Closing Period based on an interim closing of the books; provided, however, that in the case of real property and ad valorem Taxes the portion of such Taxes for a Straddle Period that are allocable to the portion of such Straddle Period that constitutes a Pre-Closing Period shall equal the product of (i) the amount of such taxes for the Straddle Period and (ii) a fraction, the numerator of which is the number of days in the portion of such Straddle Period included that is a Pre-Closing Period and the numerator of which is the total number of days in such Straddle Period. A payment of Tax (including estimated or similar Taxes) with respect to a specified Tax period that results in a Tax refund or an offset or credit will be treated as attributable to such Tax Period. Where such Tax Period is a Straddle Period, the Tax liability for such Straddle Period shall be allocated between 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 Period portions in accordance with respect to the Purchased Subsidiary for any Straddle Period shall be calculated by means of a closing of the books this Section 8.4(g) 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 Taxes treated as paid (prior to the application of such Taxes that is attributable refund, offset or credit) with respect to the Pre-Closing Tax Period, and Buyer Period included in such Straddle Period shall be liable for equal the amount excess of (i) the sum of (x) the amounts of Taxes (including estimated or similar Taxes) with respect to such Taxes that is attributable Straddle Period paid on or prior to the Post-Closing Tax Period. Upon receipt of any xxxx, assessment or other notice Date and (y) the amounts paid by Seller hereunder with respect to Taxes for such Straddle Period under this Agreement over (ii) amounts previously received by Purchaser in respect of Tax due, Buyer refunds for such Straddle Period under Section 8.4(f) hereof. Determinations of the Tax periods or Seller, as applicable, shall present a statement to the other setting forth the amount of reimbursement portions thereof to which each is entitled Taxes are attributable or with respect to which Taxes are imposed under this Section 7.2(e8.4(g) together with such supporting evidence as is reasonably necessary to calculate the amount payable. The amount shall be paid by made on a basis consistent with the party owing it to the other within ten (10provisions of Section 8.4(l) 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 annumhereof.

Allocation of Taxes for Straddle Periods. All Property For purposes of this Agreement, in the case of any taxable period beginning on or before and ending after the Closing Date (a “Straddle Period”), the amount of Taxes (of the Target Group Members or any of their respective Affiliates that is attributable to the applicable Pre-Closing Tax Period for Taxes that are property, ad valorem or similar Taxes assessed on a periodic basis will be deemed to be the amount of such Tax 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 entire such Straddle Period shall be apportioned between Buyer and Seller based on 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 such Straddle Period included in Period. The amount of any other Taxes of the Target Group Members and Advisory Clients or any of their respective Affiliates that relate to the Pre-Closing Tax Period and the number portion of days of such a 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 will be calculated by means of a determined based on an interim closing of the books and records of the relevant Purchased Subsidiary, as applicable, as of the close end of the Closing DateDate (and for such purpose, as if the taxable period of any partnership or other pass-through entity in which the applicable entity holds an interest will be deemed to terminate at such Straddle Period ended as of the close of the Closing Datetime); provided, that exemptions, allowances or deductions that are calculated any item determined on an annual or periodic basis (including such as deductions for depreciation and amortization deductions)or real estate Taxes) shall be apportioned on a daily basis. Notwithstanding the foregoing, other than for purposes of this Agreement, Taxes attributable to the Pre-Closing Tax Period shall exclude any Taxes resulting from actions taken outside the ordinary course of business after the Closing on the Closing Date. Notwithstanding the foregoing, any amounts with respect to property placed in service after the ClosingClosing Date shall not be treated as giving rise to any deductions, shall be allocated based credits, exemptions or allowances with respect to any period ending 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 or prior 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 annumDate.