Common use of Apportionment of Straddle Period Income Taxes Clause in Contracts

Apportionment of Straddle Period Income Taxes. With respect to any Straddle Period, the Taxes attributable to such Straddle Period shall be apportioned between the period of the Straddle Period that begins on the first day of the Straddle Period and ends on the Closing Date (the “Pre-Closing Straddle Period”), which portion shall be the responsibility of the Company Stockholders, the Qualifying Option Holders and the Bonus Pool Recipients, and the period of the Straddle Period that begins on the Closing Date and ends on the last day of the Straddle Period (“Post-Closing Straddle Period”), which portion shall be the responsibility of Parent. The portion of the Tax allocated to the Pre-Closing Straddle Period shall (i) in the case of any property or similar ad valorem 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 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 Taxes be deemed equal to the amount that would be payable if the relevant taxable period ended on the Closing Date. The portion of the Tax allocated to the Post-Closing Straddle Period shall equal the balance of the income Tax attributable to the Straddle Period.

Apportionment of Straddle Period Income Taxes. With respect to any Straddle Period, the Taxes of the Company and the Subsidiaries attributable to such Straddle Period shall be apportioned between the period of the Straddle Period that begins on the first day of the Straddle Period and ends on the Closing Date (the “Pre-Closing Straddle Period”), which portion shall be the responsibility of the Company Stockholders, the Qualifying Option Holders and the Bonus Pool RecipientsSeller, and the period of the Straddle Period that begins on the day after the Closing Date and ends on the last day of the Straddle Period (“Post-Closing Straddle Period”), which portion shall be the responsibility of ParentPurchaser. The portion of the Tax Taxes allocated to the Pre-Closing Straddle Period shall (ia) in the case of any property Taxes other than Taxes based upon or similar ad valorem Taxes related to income, receipts, gains, services or transactions, be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction the numerator of which is the number of days in the taxable period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire taxable periodStraddle Period; and (iib) in the case of any Tax based upon or related to income, receipts, services or transactions (including, without limitation, sales, use, transfer, withholding, payroll and other Taxes employment taxes), be deemed equal to the amount that would be payable if the relevant taxable period Straddle Period ended on the Closing Date. The portion of the Tax allocated to the Post-Closing Straddle Period shall equal the balance of the income Tax attributable to the Straddle Period.

Apportionment of Straddle Period Income Taxes. With respect to any Straddle Period, the Taxes of the Company attributable to such Straddle Period shall be apportioned between the period of the Straddle Period that begins on the first day of the Straddle Period and ends on the Closing Date (the “Pre-Closing Straddle Period”), which portion shall be the responsibility of the Company Stockholders, the Qualifying Option Holders and the Bonus Pool RecipientsSeller, and the period of the Straddle Period that begins on the day after the Closing Date and ends on the last day of the Straddle Period (“Post-Closing Straddle Period”), which portion shall be the responsibility of ParentBuyer. The portion of the Tax Taxes allocated to the Pre-Closing Straddle Period shall (ia) in the case of any property Taxes other than Taxes based upon or similar ad valorem Taxes related to income, receipts, gains, services or transactions, be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction the numerator of which is the number of days in the taxable period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire taxable periodStraddle Period; and (iib) in the case of any Tax based upon or related to income, receipts, services or transactions (including, without limitation, sales, use, transfer, withholding, payroll and other Taxes employment taxes), be deemed equal to the amount that would be payable if the relevant taxable period Straddle Period ended on the Closing Date. The portion of the Tax allocated to the Post-Closing Straddle Period shall equal the balance of the income Tax attributable to the Straddle Period.