Common use of Computation of Tax Liabilities Clause in Contracts

Computation of Tax Liabilities. (1) To the extent permitted or required by law or administrative practice, (A) the taxable year of the Company which includes the Closing Date shall be treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions of the Company not in the ordinary course of business occurring after the Closing, other than those pursuant to plans adopted by the Company before the Closing, shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by law. For purposes of Sections 5.4(a)(i) and (a)(ii), where it is necessary to apportion between Parent and Purchaser the Tax liability of the Company 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, subject to Sections 8.1(b)(i) and 8.1(e)(i), 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 property Taxes) imposed on a periodic basis shall be allocated pro rata per diem.

Computation of Tax Liabilities. (1i) To the extent permitted or required by law or administrative practicepractice of any taxing authority, (A) the taxable year of the Company or any of its Subsidiaries which includes the Closing Date shall be treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions of the Company not in the ordinary course of business occurring after the Closing, other than those pursuant to plans adopted by the Company before the Closing, Closing shall be reported on PurchaserBuyer's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser the Buyer or its Affiliates affiliates to the extent permitted by law. For purposes of Sections 5.4(a)(iSection 4.8(c)(i) and (a)(iic)(ii), where it is necessary to apportion between Parent the Seller and Purchaser the Buyer the Tax liability of the Company an entity 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, subject to Sections 8.1(b)(i4.8(c)(i)(D)(II) and 8.1(e)(i4.8(d)(i)(B), 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 property Taxes) imposed on a periodic basis shall be allocated pro rata per diemon a daily basis.

Computation of Tax Liabilities. (1i) To the extent permitted or required by law or administrative practice, (A) the taxable year of the Company which includes the Closing Date shall be treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions of the Company not in the ordinary course of business occurring after the Closing, other than those pursuant to plans adopted by the Company before the Closing, Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by law. For purposes of Sections 5.4(a)(i5.4(b)(i) and (a)(iib)(ii) and Sections 8.1(b)(ii) and 8.1(c)(i), where it is necessary to apportion between Parent Seller and Purchaser the Tax liability of the Company an entity 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, subject to Sections 8.1(b)(i) and 8.1(e)(i8.1(d)(i)(B), 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 property Taxes) imposed on a periodic basis shall be allocated pro rata per diemon a daily basis.

Computation of Tax Liabilities. (1For purposes of Sections 5.4(b), 8.1(b) To and 8.1(c), to the extent permitted or required by law or administrative practice, (A) the taxable year of the Company Companies which includes the Closing Date shall be treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions of the Company not in the ordinary course of business occurring after the Closing, other than those pursuant to plans adopted by the Company before the Closing, Closing shall be reported on Purchaser's ’s consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by law. For purposes of Sections 5.4(a)(i5.4(b), 8.1(b) and (a)(ii8.1(c), where it is necessary to apportion between Parent and Purchaser the Tax liability of the Company an entity 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, subject to Sections 8.1(b)(i) and 8.1(e)(i), 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 property Taxes) imposed on a periodic basis shall be allocated pro rata per diemon a daily basis and the principles of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) shall be applied with respect to all transactions not in the ordinary course of business occurring after the Closing.

Computation of Tax Liabilities. (1i) To the extent permitted or required by law or administrative practice, (A) the taxable year of the Company which includes the Closing Date shall be treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions of the Company not in the ordinary course of business occurring after the Closing, other than those pursuant to plans adopted by the Company before the Closing, shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by law. For purposes of Sections 5.4(a)(i) and (a)(ii), where it is necessary to apportion between Parent and Purchaser the Tax liability of the Company 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, subject to Sections 8.1(b)(i) and 8.1(e)(i), 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 property Taxes) imposed on a periodic basis shall be allocated pro rata per diem.