Common use of Computation of Tax Liabilities Clause in Contracts

Computation of Tax Liabilities. To the extent permitted or required by law or administrative practice, the taxable year of Company and each of its subsidiaries which includes the Closing Date shall be treated as closing on (and including) the Closing Date. Where it is necessary for purposes of this Section 7.8 to apportion between the Company Securityholders, on one hand, and Parent and the Surviving Corporation, on the other hand, the Taxes of or with respect to Company or any of its subsidiaries for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real or personal property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

Computation of Tax Liabilities. To the extent permitted or required by law or administrative practice, the taxable year of Company and each of its subsidiaries which includes the Closing Date shall be treated as closing on (and including) the Closing Date. Where it is necessary for purposes of this Section 7.8 Agreement to apportion between the Company SecurityholdersStockholders, on one hand, and Parent and the Surviving Corporation, on the other hand, the Taxes of or with respect to Company or any of its subsidiaries for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real or personal property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

Computation of Tax Liabilities. To the extent permitted or required by law Law or administrative practice, the taxable year of the Company and each of its subsidiaries the Subsidiaries which includes the Closing Date shall be treated as closing on (and including) the Closing Date. Where it is necessary for purposes of this Section 7.8 Agreement to apportion between the Company SecurityholdersSellers, on the one hand, and Parent and the Surviving CorporationBuyer, on the other hand, the Taxes of or with respect to the Company or any of its subsidiaries the Subsidiaries for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real or personal property Taxes) imposed on a periodic basis basis, and income Tax deductions, credits or other items calculated solely on an annual basis, shall be allocated on a daily basis.

Computation of Tax Liabilities. To the extent permitted or required by law Law or administrative practice, the taxable year of the Company and each of its subsidiaries the Company Subsidiary which includes the Closing Date shall be treated as closing on (and including) the Closing Date. Where it is necessary for purposes of this Section 7.8 5.11(c) to apportion between the Company Securityholders, on one hand, Sellers and Parent and the Surviving Corporation, on the other hand, Purchaser the Taxes of the Company, the Company Subsidiary or with respect to the assets of the Company or any of its subsidiaries the Company Subsidiary for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real or personal property Taxes) imposed on a periodic basis shall be allocated on a daily basis.