Common use of Apportionment of Taxes Clause in Contracts

Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate to a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date) the Parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) attributable to the portion of a Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes (or Tax refund) for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes), the amount of Taxes (or Tax refunds) attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology”; provided, however, that for purposes of clause (ii), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (iii) All Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period (or portion of any Straddle Period ending on the Closing Date) shall be treated as occurring in a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate are attributable to a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date) the Parties parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basisbasis for a Straddle Period and with respect to property owned by a Company Party on or before the Closing Date, the amount of Taxes (or Tax refunds) amounts that are attributable to the portion of a the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes (or Tax refund) for the entire Straddle Period period by a fraction, fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodperiod. (ii) In the case of Taxes imposed on any Company Party, GTY or any other GTY Indemnitee as a result of income of any Flow-Thru Entity realized prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of the relevant Company Party for a Pre-Closing Tax Period. (iii) In the case of all other Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes), ) the amount of Taxes (or Tax refunds) attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the relevant Company Party filed a separate return was filed Tax Return with respect to such Taxes for the period portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology”; provided, however, that for .” For purposes of clause (ii), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (iii) All Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period (or portion of any Straddle Period ending on the Closing Date) shall be treated as occurring in a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate to a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date) ), the Parties parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) attributable to the portion of a the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes (or Tax refund) for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the extent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (iii) In the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes), ) the amount of Taxes (or Tax refunds) attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Transferred Companies and their Subsidiaries filed a separate return was filed Tax Return with respect to such Taxes for the period portion of H:836720 45 the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books books” methodology”; provided, however, that for . For purposes of this clause (iiiii), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (iii) All Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period (or portion of any Straddle Period ending on the Closing Date) shall be treated as occurring in a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate to a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date) the Parties parties agree as follows: (ia) In the case of property Taxes and other similar Taxes imposed on a periodic basisbasis for a Straddle Period, the amount of Taxes (or Tax refunds) amounts that are attributable to the portion of a the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes (or amount of such Tax refund) for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iib) In the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes)) for a Straddle Period, the amount of Taxes (or Tax refunds) attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate return was filed Tax Return with respect to such Taxes for the period portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology”; provided, however, that for .” For purposes of clause (iib), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (ia) for periodic Taxes. (iiic) All In the case of all Taxes in the form of interest or penalties that relate to Taxes for attributable to any Pre-Closing Tax Period (or portion of any Straddle Period ending on the Closing Date) ), all such Taxes shall be treated as occurring in a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate to a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date) the Parties parties agree as follows: (ia) In the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) amounts that are attributable to the portion of a the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes (or Tax refund) for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iib) In the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes), ) the amount of Taxes (or Tax refunds) attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company or Company Subsidiary filed a separate return was filed Tax Return with respect to such Taxes for the period portion of the Straddle Period ending on as of the end of the day on the Closing Date using a “closing of the books methodology”; provided, however, that ” (including for any Flow-Through Entity in which the Company or any Company Subsidiary holds an interest). For purposes of this clause (ii), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (iiic) All Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period (or portion of any Straddle Period ending on the Closing Date) shall be treated as occurring in a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate to a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date) ), the Parties parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) attributable to the portion of a the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes (or Tax refund) for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the extent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (iii) In the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes), ) the amount of Taxes (or Tax refunds) attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Transferred Companies and their Subsidiaries filed a separate return was filed Tax Return with respect to such Taxes for the period portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books books” methodology”; provided, however, that for . For purposes of this clause (iiiii), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (iii) All Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period (or portion of any Straddle Period ending on the Closing Date) shall be treated as occurring in a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate to a Pre-Tax period ending on or prior the Closing Tax Period Date (or portion of any Straddle Period ending on or prior to the Closing Date) ), the Parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) attributable to the portion of a Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes (or Tax refund) for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) In the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes), the amount of Taxes (or Tax refunds) attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology”,” and the remaining amount of the Taxes (or Tax refunds); provided, however, that for purposes of clause (ii), any item determined exemptions, allowances, or deductions that are calculated on an annual or periodic basis (including depreciation and amortization and depreciation deductions and the effects of graduated ratesdeductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes. (iii) All Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period (or portion of any Straddle Period ending on the Closing Date) shall be treated as occurring in a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate to a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date) the Parties agree as follows: (ia) In the case of property Taxes and other similar Taxes imposed on a periodic basisbasis for a Straddle Period, the amount of Taxes (or Tax refunds) amounts that are attributable to the portion of a the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes (or amount of such Tax refund) for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (iib) In the case of all Taxes in the form of interest or penalties that relate to Taxes attributable to any Pre-Closing Tax Period (or portion of any Straddle Period ending on the Closing Date), all such Taxes shall be treated as occurring in a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (c) In the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes)) for a Straddle Period, the amount of Taxes (or Tax refunds) attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the applicable Target Company filed a separate return was filed Tax Return with respect to such Taxes for the period portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology”; provided, however, that for .” For purposes of clause (iic), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (ia) for periodic Taxes. (iii) All Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period (or portion of any Straddle Period ending on the Closing Date) shall be treated as occurring in a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.