Common use of Apportionment of Straddle Period Taxes Clause in Contracts

Apportionment of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes of a Group Company that are payable with respect to any Straddle Period, the portion of any such Taxes allocable to the Pre-Closing Periods shall: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of a Group Company or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 6.3(b) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Apportionment of Straddle Period Taxes. For purposes of this Agreement, in the case of any (i) Property Taxes of a Group Company and other Taxes that are payable imposed on a periodic basis with respect to the assets or capital of any Company with respect to a Straddle PeriodPeriod shall be deemed attributable to the period during which ownership of the applicable property, assets or capital gives rise to liability for such Taxes, and liability therefor will be allocated to Magellan for the portion of any such Taxes allocable Straddle Period ending immediately prior to the Pre-Closing Periods shall: Effective Time, and to One Stone for the portion of any Straddle Period beginning at the Effective Time. For purposes of determining the allocations described in this Section 4.9(b)(i), Taxes pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, on the one hand, and the number of days in such Straddle Period that occur on or after the date on which the Effective Time occurs, on the other hand. (iii) in Severance Taxes with respect to a Straddle Period shall be deemed attributable to the period during which the Production of the Hydrocarbons with respect to such Severance Taxes occurred, and liability therefor shall be allocated to Magellan for the portion of such Straddle Period ending immediately prior to the Effective Time and One Stone for the portion of such Straddle Period beginning at the Effective Time based upon the relative amount of Production of Hydrocarbons with respect to such Severance Tax that occurred during each such portion of the Straddle Period. (iii) In the case of Income Taxes with respect to a Straddle Period or other Taxes of a Company with respect to a Straddle Period that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale, transfer sale or assignment or any deemed sale, other transfer or assignment of property (real or personal, tangible or intangible), the amount of such Taxes treated as allocable to the portion of the Straddle Period ending immediately prior to the Effective Time shall be deemed equal to the amount that would be payable if the Tax year Period of the Company ended immediately prior to the Effective Time; provided that exemptions, allowances or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) deductions that are imposed on a periodic basis with respect to the business or assets of a Group Company or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined calculated on an arrears basis, the amount of such Taxes annual basis (including depreciation and amortization deductions) shall be allocated between Magellan for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date day immediately prior to the date on which the Effective Time occurs and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to One Stone for the portion of the Straddle Period ending beginning on the Closing Date day on which the Effective Time occurs based on the proportion to the number of days in each portion of the period. (iv) To the extent the actual amount of a pro rata basis determined by multiplying Tax is not determinable at the total time an adjustment to the Cash Amount is to be made with respect to such Tax pursuant to Annex 2, (A) the Parties shall utilize the most recent information available in estimating the amount of such item allocated Tax for purposes of such adjustment, and (B) upon the later determination of the actual amount of such Tax, timely payments will be made from one Party to the Straddle Period times a fraction, others to the numerator extent necessary to cause each Party to bear the amount of which such Tax that is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required allocable to be allocated such Party under this Section 6.3(b) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date4.9(b)(i).

Apportionment of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes of a Group Company that are payable with With respect to any Straddle Period, the Taxes of the Company attributable to such Straddle Period shall be apportioned between the portion of any such 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 Seller, and the portion of the Straddle Period that begins on the day immediately following the Closing Date and ends on the last day of the Straddle Period (the “Post-Closing Straddle Period”), which portion shall be the responsibility of Buyer. In the case of income Taxes, sales and use Taxes, and Taxes allocable based on gross or net receipts or payments, the portion of the Tax allocated to the Pre-Closing Periods shall: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed Straddle Period shall equal to the amount that would be payable if the Tax Straddle Period ended on the last day of the Pre-Closing Straddle Period by means of closing the books and records of the Company as of the last day of the Pre-Closing Straddle Period, provided that all permitted allowances, exemptions and deductions that are normally computed on the basis of an entire year or period ended (such as depreciation and amortization deductions) shall accrue on a daily basis and shall be allocated between the Pre-Closing Date; Straddle Period and (ii) the Post-Closing Straddle Period in proportion to the number of days in each such period. In the case of Taxes (other than those not described in clause (i) above) that are imposed on a periodic basis with respect the immediately preceding sentence, the portion of the Tax allocated to the business or assets of a Group Company or otherwise measured by the level of any item, be deemed to be Pre-Closing Straddle Period shall equal the amount of such Taxes Tax for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator ratio of which is the number of calendar days in during the portion of the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is to the number of calendar days in during the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 6.3(b) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Apportionment of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes of a Group Company that are payable with With respect to any Straddle Period, the Taxes of each Biofuels Subsidiary attributable to such Straddle Period shall be apportioned between the portion of any such 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, and the portion of the Straddle Period that begins on the day immediately following the Closing Date and ends on the last day of the Straddle Period (the “Post-Closing Straddle Period”), which portion shall be the responsibility of Purchaser. In the case of income Taxes, sales and use Taxes, and Taxes allocable based on gross or net receipts or payments, the portion of the Tax allocated to the Pre-Closing Periods shall: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed Straddle Period shall equal to the amount that would be payable if the Tax Straddle Period ended on the last day of the Pre-Closing Straddle Period by means of closing the books and records of each Biofuels Subsidiary as of the last day of the Pre-Closing Straddle Period, provided that all permitted allowances, exemptions and deductions that are normally computed on the basis of an entire year or period ended (such as depreciation and amortization deductions) shall accrue on a daily basis and shall be allocated between the Pre-Closing Date; Straddle Period and (ii) the Post-Closing Straddle Period in proportion to the number of days in each such period. In the case of Taxes (other than those not described in clause (i) above) that are imposed on a periodic basis with respect the immediately preceding sentence, the portion of the Tax allocated to the business or assets of a Group Company or otherwise measured by the level of any item, be deemed to be Pre-Closing Straddle Period shall equal the amount of such Taxes Tax for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator ratio of which is the number of calendar days in during the portion of the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is to the number of calendar days in during the entire Straddle Period. For purposes Notwithstanding the foregoing, the income Taxes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis each Biofuels Subsidiary shall be allocated to between Pre-Closing Tax Periods and Post-Closing Tax Periods, and between the portion Pre-Closing Straddle Period and the Post-Closing Straddle Period in accordance with the principles of Treasury Regulation §1.1502-76(b)(2) and the income Tax Returns of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of Biofuels Subsidiaries shall reflect such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 6.3(b) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Dateallocation.

Apportionment of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes of a Group Company that are payable with With respect to any Straddle Period, the Taxes of any Purchased Business Subsidiary or otherwise imposed on or in connection with any Purchased Assets and Equity Interests and Delayed Equity Interests, if any, attributable to such Straddle Period shall be apportioned between the portion of any such the Straddle Period that begins on the first day of the Straddle Period and ends on the Closing Date (the “Pre-Closing Straddle Period”), and the portion of the Straddle Period that begins on the day immediately following the Closing Date and ends on the last day of the Straddle Period (the “Post-Closing Straddle Period”). In the case of income Taxes, sales and use Taxes, and Taxes allocable based on gross or net receipts or payments, the portion of the Tax allocated to the Pre-Closing Periods shall: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed Straddle Period shall equal to the amount that would be payable if the Tax Straddle Period ended on the last day of the Pre-Closing Straddle Period by means of closing the books and records of such Purchased Business Subsidiary as of the last day of the Pre-Closing Straddle Period, provided that all permitted allowances, exemptions and deductions that are normally computed on the basis of an entire year or period ended (such as depreciation and amortization deductions) shall accrue on a daily basis and shall be allocated between the Pre-Closing Date; Straddle Period and (ii) the Post-Closing Straddle Period in proportion to the number of days in each such period. In the case of Taxes (other than those not described in clause (i) above) that are imposed on a periodic basis with respect the immediately preceding sentence, the portion of the Tax allocated to the business or assets of a Group Company or otherwise measured by the level of any item, be deemed to be Pre-Closing Straddle Period shall equal the amount of such Taxes Tax for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator ratio of which is the number of calendar days in during the portion of the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is to the number of calendar days in during the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 6.3(b) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.