Common use of Apportionment of Taxes Clause in Contracts

Apportionment of Taxes. For purposes of determining whether the following Taxes of the Company are attributable to a Pre-Closing Tax Period, the parties agree as follows: (i) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes 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 imposed on the Company with respect to the payment of any Transaction Fees (including any employment Taxes), such Taxes shall be treated as Taxes of the Company 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 attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (iii), 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.

Apportionment of Taxes. For purposes of determining whether the following Taxes of the Company are attributable to a Pre-Closing Tax Period, Period (or the 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 basis for a Straddle Period, the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes 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 imposed on the Company with respect to the payment of any Transaction Fees (including any employment Taxes), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (iiib) In the case of all other Taxes for a Straddle Period (including Income income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company or Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (iiib), 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.

Apportionment of Taxes. For purposes of determining whether the following allocating under this Agreement any Taxes of the Company are attributable with respect to a Straddle Period between the Pre-Closing Tax Period and the Post-Closing Tax Period, the parties agree as follows: (ia) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Periodbasis, the amounts that are amount attributable to the portion of the Straddle Period ending on as of the end of the day of the Closing Date shall be determined by multiplying the Taxes 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 as of the end of the day 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 imposed on the Company with respect to the payment of any Transaction Fees (including any employment Taxes), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (iiib) In the case of all other Taxes for a Straddle Period (including Income income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending as of the end of the day on the Closing Date shall be determined as if the Company or any Subsidiary thereof, as applicable, filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on as of the end of the day on the Closing Date using a “closing of the books books” methodology.” . For purposes of this clause (iiiSection 10.04(b), 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 as of the end of the day on the Closing Date based on the mechanics set forth relative number of days in clause (i) for periodic Taxessuch portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Apportionment of Taxes. For purposes of determining whether the following amount of Taxes of the Company that are attributable to a Pre-Closing Tax Period, Period (or portion of any Straddle Period ending on or prior to the parties Closing Date) the Parties agree as follows: (ia) In the case of property Taxes and other similar ad valorem Taxes imposed on a periodic basis for a Straddle Period, the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes 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 imposed on the Company with respect to the payment of any Transaction Fees (including any employment Taxes), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (iiib) In the case of all other Taxes for a Straddle Period (including Income income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Return with respect to such Taxes for the 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.” For purposes of this clause (iii), 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.”

Apportionment of Taxes. For purposes The amount of determining whether the following Taxes of the Company are any Tax that is attributable to a Pre-Straddle Period shall be attributed to the portion of the period ending on the Closing Tax Period, Date and the parties agree portion of the period beginning on the day immediately following the Closing Date as follows: : (i) In in the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Periodbasis, the amounts that are amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying equal the Taxes for the entire Straddle Period multiplied 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. Period and all other Taxes for such Straddle Period shall be attributable to the portion of the Straddle Period beginning on the day immediately following the Closing Date; and (ii) In the case of Taxes imposed on the Company with respect to the payment of any Transaction Fees (including any employment Taxes), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (iii) In in the case of all other Taxes for a Straddle Period (including Income income Taxes, sales Taxes, employment Taxes and withholding Taxes), and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company Sellers filed a separate Tax Return with respect to such Taxes for the 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.” For purposes of this clause (iii), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) all other Taxes for such Straddle Period shall be allocated attributable to the portion of the Straddle Period ending beginning on the day immediately following the Closing Date based on the mechanics set forth in clause (i) for periodic TaxesDate.