Common use of Determination of Straddle Period Taxes Clause in Contracts

Determination of Straddle Period Taxes. In the case of a Straddle Period, the portion of Taxes attributable to such Straddle Period that are allocated to the Pre-Closing Tax Period of such Straddle Period shall be determined as follows: (i) the amount of any Taxes based on or measured by income, gains, or receipts, or any Taxes other than Property Taxes, of the Acquired Entities attributable to the Pre-Closing Tax Period of such Straddle Period will be determined based on an interim closing of the close of business on 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, and (i) the amount of any real property, personal property, ad valorem, or similar Taxes (“Property Taxes”) of the Acquired Entities attributable to the Pre-Closing Tax Period of such Straddle Period will be deemed to be the total amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, (A) the numerator of which is the number of days in the Straddle Period up to and including the Closing Date, and (B) the denominator of which is the total number of days in such Straddle Period.

Determination of Straddle Period Taxes. In the case of a Straddle Period, the portion of Taxes attributable to such Straddle Period that are allocated to the Pre-Closing Tax Period of such Straddle Period shall be determined as follows: (i) the amount of any Taxes based on or measured by income, gains, or receipts, or any Taxes other than Property Taxes, of the Acquired Entities attributable to the Pre-Closing Tax Period of such Straddle Period will be determined based on an interim closing of the close of business on 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, and (iii) the amount of any real property, personal property, ad valorem, or similar Taxes (“Property Taxes”) of the Acquired Entities attributable to the Pre-Closing Tax Period of such Straddle Period will be deemed to be the total amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, (A) the numerator of which is the number of days in the Straddle Period up to and including the Closing Date, and (B) the denominator of which is the total number of days in such Straddle Period.