Common use of Apportionment of Taxes Clause in Contracts

Apportionment of Taxes. In order to apportion appropriately any Taxes relating to any taxable period beginning prior to and ending after the Closing Date ("Straddle Period"), the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Tax Authority to treat for all purposes, the Closing Date as the last day of the taxable year or period of FirstMark, and such period shall be treated as a short taxable year and a Pre-Closing Tax Period for purposes of this Section 9. In any case where applicable law does not permit FirstMark to treat the Closing Date as the last day of the taxable year or period with respect to Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocable to the portion of the taxable year ending on the Closing Date shall be deemed to be equal to the amount which would be payable if the taxable year or period ended on the Closing Date.