Common use of Apportionment of Taxes Clause in Contracts

Apportionment of Taxes. (a) For purposes of Section 6.01, Taxes with respect to the period before the Closing Date shall mean: (i) Taxes imposed on the Partnership or any Subsidiary with respect to taxable periods of such person ending on or before the Closing Date; and (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on the Partnership or any Subsidiary which are allocable, pursuant to Section 6.02(b), to the portion of such period ending on the Closing Date. (b) In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which are governed by Section 6.07), deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Partnership, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.

Apportionment of Taxes. (a) For purposes of Section 6.01, Taxes with respect to the period before the Closing Date shall mean: (i) Taxes imposed on relating to the Partnership or any Subsidiary Company with respect to taxable periods of such person ending on or before the Closing Date; and (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on relating to the Partnership or any Subsidiary Company which are allocable, pursuant to Section 6.02(b), to the portion of such period ending on the Closing Date. (b) In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receiptsreceipts or turnover (including VAT), or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which are governed by Section 6.07), deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis other than in (i) above with respect to the assets of the Partnership, or otherwise measured by the level of any itemCompany, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.

Apportionment of Taxes. (a) For purposes of Section 6.01, All Taxes and Tax liabilities with respect to the period before Acquired Companies that relate to a Straddle Period shall be apportioned between the Pre-Closing Date shall meanTax Period and the Post-Closing Tax Period as follows: (i) Taxes imposed on the Partnership or any Subsidiary with respect to taxable periods of such person ending on or before the Closing Date; and (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on the Partnership or any Subsidiary which are allocable, pursuant to Section 6.02(b), to the portion of such period ending on the Closing Date. (b) In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (ia) in the case of Taxes that are either (xi) based upon or related measured by reference to income or income, receipts, profits, capital or net worth (yincluding sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) or (other than conveyances pursuant iii) required to this Agreementbe withheld, which are governed by Section 6.07), such Taxes shall be deemed equal to the amount which would be payable if the taxable Tax year ended with at the end of the day on the Closing Date; and and (iib) in the case of Taxes imposed on a periodic basis with respect to the assets of the PartnershipAcquired Companies other than those described in clause (a), or otherwise measured by the level of any item, such Taxes shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) ), multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. The apportionment of Taxes and Tax liabilities under this Section 10.1 shall be calculated prior to taking into account any Tax losses of the Acquired Companies or any other company that may lawfully be utilized (whether by way of carry forward, loss offset, subvention payment or otherwise) in order to satisfy or reduce the relevant Taxes or Tax liability.

Apportionment of Taxes. (a) For purposes of Section 6.01, Taxes with respect to the period before the Closing Date shall mean: (i) Taxes imposed on the Partnership or any Subsidiary Company with respect to taxable periods of such person ending on or before the Closing Date; and (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on the Partnership or any Subsidiary Company which are allocable, pursuant to Section 6.02(b), to the portion of such period ending on the Closing Date. (b) In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which are governed by Section 6.07)6.06) or on the supply of services, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the PartnershipCompany, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.. 42 38

Apportionment of Taxes. (a) For purposes of Section 6.01, All Taxes and Tax liabilities with respect to the period before Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Date shall meanTax Period and the Post-Closing Tax Period as follows: (i) Taxes imposed on the Partnership or any Subsidiary with respect to taxable periods of such person ending on or before the Closing Date; and (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on the Partnership or any Subsidiary which are allocable, pursuant to Section 6.02(b), to the portion of such period ending on the Closing Date. (b) In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (ia) in the case of Taxes that are either (x1) based upon or related measured by reference to income or income, receipts, profits, capital or net worth (yincluding sales and use Taxes), (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which are governed by Section 6.07), or (3) required to be withheld, such Taxes shall be deemed equal to the amount which would be payable if the taxable Tax year ended with at the end of the day on the Closing Date; and and (iib) in the case of Taxes imposed on a periodic basis with respect to the assets of the PartnershipCompany other than those described in clause (a), or otherwise measured by the level of any item, such Taxes shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding next succeeding period) ), multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.