Common use of Computation of Tax Liabilities Clause in Contracts

Computation of Tax Liabilities. Whenever it is necessary to determine the liability for Taxes for any Straddle Period: (i) with respect to Taxes imposed on a periodic basis without regard to income, receipts, sales, purchases or wages (such as real property Taxes or other ad valorem Taxes), the determination of such Taxes for the portion of the Straddle Period ending on and including and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (ii) with respect to Taxes of the Company not described in Section ‎7.8(b)(i) (such as (A) Taxes based on the income or receipts, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes), other than Transfer Taxes described in Section ‎7.8(e) and (C) withholding and employment Taxes), the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one (1) which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date.

Computation of Tax Liabilities. Whenever it is necessary to determine the liability Liability for Taxes of any member of the Company Group for any Straddle Period: (i) with respect to Taxes imposed on a periodic basis without regard to income, receipts, sales, purchases or wages (such as real property Taxes or other ad valorem Taxes), the determination of such the Taxes for the portion of the Straddle Period ending on and including and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and; (ii) with respect to Taxes resulting from items included in the income of any member of the Company Group under Section 951(a) of the Code or Section 951A of the Code, the determination of Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be calculated as though the taxable year of the applicable “controlled foreign corporation” (within the meaning of Section 957 of the Code) giving rise to such inclusion of income ended on the Closing Date; and (iii) with respect to Taxes of the Company Group not described in Section ‎7.8(b)(i6.15(b)(i) (such as (A) Taxes based on the income or receipts, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes), other than Transfer Taxes described in Section ‎7.8(e6.15(d) and (C) withholding and employment Taxes), the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one (1) which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company Group were closed at the close of the Closing Date.

Computation of Tax Liabilities. Whenever it is necessary to determine the liability Liability for Taxes for any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”) relating to: (i) with respect to Taxes imposed on a periodic basis without regard to income, receipts, sales, purchases or wages (such as real property Taxes or other ad valorem Taxes), the determination of such the Taxes for the portion of the Straddle Period ending on and including and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (ii) with respect to Taxes of the Company not described in Section ‎7.8(b)(i7.7(a)(i) (such as (A) Taxes based on the income or receipts, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes), other than Transfer Taxes described in Section ‎7.8(e7.7(f) and (C) withholding and employment Taxes), the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one (1) which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company and the Company Subsidiaries were closed at the close of the Closing Date.

Computation of Tax Liabilities. Whenever it is necessary to determine the liability Liability for Taxes for any Straddle Period: (ia) with respect to Taxes imposed on a periodic basis without regard to income, receipts, sales, purchases or wages (such as real property Taxes or other ad valorem Taxes), the determination of such the Taxes for the portion of the Straddle Period ending on and including and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and; (iib) with respect to Taxes of the Company Acquired Companies not described in Section ‎7.8(b)(i7.11(a) (such as (A) Taxes based on the income or receipts, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes), other than Transfer Taxes described in Section ‎7.8(e) 7.7 and (C) withholding and employment Taxes), the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one (1) which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company Acquired Companies were closed at the close of the Closing Date.

Computation of Tax Liabilities. Whenever it is necessary to determine the liability Liability for Taxes for any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”) relating to: (i) with respect to Taxes imposed on a periodic basis without regard to income, receipts, sales, purchases or wages (such as real property Taxes or other ad valorem Taxes), the determination of such the Taxes for the portion of the Straddle Period ending on and including and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (ii) with respect to Taxes of the Company not described in Section ‎7.8(b)(i6.3(a)(i) (such as (A) Taxes based on the income or receipts, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes), other than Transfer Taxes described in Section ‎7.8(e6.3(f) and (C) withholding and employment Taxes), the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one (1) which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date.

Computation of Tax Liabilities. To the extent permitted or required, the taxable year of the Company Group that includes the Closing Date shall close as of the end of the Closing Date. Whenever it is necessary to determine the liability for Taxes for any a Straddle PeriodPeriod relating to: (ia) with respect to Taxes not described in Section 7.6(b) (e.g., Taxes imposed on a periodic basis without regard to incomebasis, receipts, sales, purchases or wages (such as real property Taxes or and other ad valorem Taxes), the determination of such Taxes of each member of the Company Group for the portion of the Straddle Period ending on and including and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating deemed to be the periods before and after amount of such Taxes for the Closing Date pro rata, based on the number of days of the entire Straddle Period in multiplied by a fraction, the period before and ending on the Closing Date, on the one hand, and numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the period after the Closing Date, on the other handentire Straddle Period; and (ii) with respect to Taxes of the Company not described in Section ‎7.8(b)(ib) (such as (Ai) Taxes based on the income or receiptsreceipts for a Straddle Period, (Bii) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes)) for a Straddle Period, other than Transfer Taxes described in Section ‎7.8(e) and (Ciii) withholding and employment Taxes)Taxes relating to a Straddle Period, the determination of the Taxes of each member of the Company Group for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one (1) which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of each member of the Company Group for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “"closing of the books basis” " by assuming that the books of the Company Group were closed at the close of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) will be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Computation of Tax Liabilities. Whenever it is necessary (a) To the extent permitted or required by Law or administrative practice, the taxable year of each of the Acquired Companies and their Subsidiaries that includes the Closing Date shall be closed, and in all events shall be treated as closing, on (and including) the Closing Date and all transactions and items occurring or accruing on the Closing Date shall be allocated to determine and reflected on the liability Tax Returns of the Sellers or the Acquired Companies (as applicable) for Taxes for the tax period ending on the Closing Date, provided, however, that any Straddle Period: (i) transaction not in the ordinary course of business occurring on the Closing Date after the Closing and occurring at the direction of Buyer or its Affiliates, including any Tax election or any restructuring with respect to the Acquired Companies, shall be reported on the Buyer’s consolidated U.S. federal income Tax Return to the extent permitted by Treasury Regulations Section 1.1502-76(b)(1)(ii)(B), and shall be similarly reported on other Tax Returns of the Buyer or its Affiliates to the extent permitted by applicable Law. (b) In the case of any taxable period that includes but does not end on the Closing Date (each, a “Straddle Period”) of any Person, the Taxes imposed upon any of the Acquired Companies or their Subsidiaries allocable to the Pre-Closing Tax Period shall be computed on an interim closing of the books basis as if such taxable period ended on and included the Closing Date (treating the taxable year of any entity in which such person owns an interest as closing on such date for such purpose), provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, and Taxes imposed on a periodic basis without regard to income, receipts, sales, purchases or wages (such as real property Taxes or other ad valorem Taxes), the determination of such Taxes for ) shall be allocated between the portion of the Straddle Period ending on and including the Closing Date and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and proportion to the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (ii) with respect to Taxes of the Company not described in Section ‎7.8(b)(i) (each such as (A) Taxes based on the income or receipts, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes), other than Transfer Taxes described in Section ‎7.8(e) and (C) withholding and employment Taxes), the determination of the Taxes for the portion of the Straddle Period ending Period. (c) In determining the Sellers’ liability for Taxes pursuant to this Agreement, the Seller shall be credited with the amount of estimated Taxes paid by or on and including, and the portion behalf of any of the Straddle Period beginning and ending afterAcquired Companies or with respect to the ITO Assets prior to the Closing. To the extent that the Sellers’ liability for Taxes for a taxable year or period is less than the amount of estimated Taxes previously paid by or on behalf of the Acquired Companies or with respect to the ITO Assets for such taxable year or period, without duplication, the Closing Date Buyer shall be calculated by assuming that pay the Straddle Period consisted US Seller any refunds or credits of two (2) taxable periods, one (1) which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Dateamounts in accordance with Section 9.5.