Common use of Proration of Straddle Period Taxes Clause in Contracts

Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Effective Date will be: (i) in the case of property or ad valorem or franchise Taxes or any other Taxes that are imposed on a periodic basis and which are measured by, or based solely upon capital, debt or a combination of capital and debt, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Effective Date and the denominator of which is the number of calendar days in the entire period; and (ii) in the case of all other Taxes, deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Effective Date; provided that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will be allocated between the portion of the Straddle Period ending on and including the Effective Date and the portion of the Straddle Period beginning after the Effective Date in proportion to the number of days in each period.

Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Effective Closing Date will shall be: (i) in the case of property or ad valorem or franchise Taxes or any other Taxes that are imposed on a periodic basis and which are measured by, with respect to the assets or based solely upon capital, debt capital of Wholesale or a combination of capital and debtTransport, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period such Straddle Period ending on and including the Effective Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period; and (ii) in the case of all other Taxes, deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Effective Closing Date; provided that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will shall be allocated between the portion of the Straddle Period ending on and including the Effective Closing Date and the portion of the Straddle Period beginning after the Effective Closing Date in proportion to the number of days in each periodportion of such Straddle Period. (iii) Notwithstanding anything to the contrary herein, any franchise Tax will be allocated to the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such franchise Tax.

Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period the period ending on the Effective Date will shall be: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or ad valorem personal, tangible or franchise Taxes intangible), deemed equal to the amount that would be payable if the Tax period of the Acquired Entity ended with (and included) the Effective Date; provided that exemptions, allowances or any other deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Effective Date and the period beginning after the Effective Date in proportion to the number of days in each period; and (ii) in the case of Taxes that are imposed on a periodic basis and which are measured by, with respect to the assets or based solely upon capital, debt or a combination capital of capital and debtthe any Acquired Entity, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Effective Date and the denominator of which is the number of calendar days in the entire period; and (ii) in the case of all other Taxes, deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Effective Date; provided that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will be allocated between the portion of the Straddle Period ending on and including the Effective Date and the portion of the Straddle Period beginning after the Effective Date in proportion to the number of days in each period.

Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Effective Closing Date will be: (i) in the case of property or ad valorem or franchise Taxes or any other Taxes that are imposed on a periodic basis and which are measured by, or based solely upon capital, debt or a combination of capital and debt, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Effective Closing Date and the denominator of which is the number of calendar days in the entire period; and (ii) in the case of all other Taxes, deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Effective Closing Date; provided that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will be allocated between the portion of the Straddle Period ending on and including the Effective Closing Date and the portion of the Straddle Period beginning after the Effective Closing Date in proportion to the number of days in each period.

Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Effective Closing Date will shall be: (i) in the case of property or ad valorem or franchise Taxes or any other Taxes that are imposed on a periodic basis and which are measured by, with respect to assets or based solely upon capital, debt or a combination of capital and debt, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Effective Closing Date and the denominator of which is the number of calendar days in the entire period; and (ii) in the case of all other Taxes, deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Effective Closing Date; provided that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will shall be allocated between the portion of the Straddle Period ending on and including the Effective Closing Date and the portion of the Straddle Period beginning after the Effective Closing Date in proportion to the number of days in each period.

Proration of Straddle Period Taxes. In For all purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period, in the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is are attributable to the portion of such a Straddle Period ending on the Effective Closing Date will shall be: (i) in the case of property or ad valorem or franchise Taxes or any other Taxes that are imposed on a periodic basis and which are measured by, with respect to the assets or based solely upon capital, debt capital of the Company or a combination of capital and debtany Company Subsidiary, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period such Straddle Period ending on and including the Effective Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period; and (ii) in the case of all other TaxesTaxes (including, for the avoidance of doubt, Excise Taxes and Blenders Tax Credits), deemed equal to the amount which that would be payable if the relevant Straddle Period ended on and included the Effective DateClosing Date (as if there was an interim period closing of the books); provided provided, that exemptions, allowances, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will shall be allocated between the portion of the Straddle Period ending on and including the Effective Closing Date and the portion of the Straddle Period beginning after the Effective Closing Date in proportion to the number of calendar days in each periodportion of such Straddle Period.

Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period the period ending on the Effective Closing Date will shall be: : (i) in the case of Taxes based on income, sales, proceeds, profits, receipts, wages, compensation or similar items and all other Taxes that are not imposed on a periodic basis, the amount of such Taxes that have accrued through the Closing Date for a Straddle Period shall be deemed to be the amount that would be payable if the Taxable year or period ended at the end of the day on the Closing Date based on an interim closing of the books (and in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Law), as if the Taxable period of such partnership or other “flowthrough” entity or “controlled foreign corporation” ended as of the end of the Closing Date), except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions, other than with respect to property or ad valorem or franchise Taxes or placed in service after the Closing), shall be allocated on a per diem basis; and (ii) in the case of any other Taxes that are imposed on a periodic basis and which are measured byfor a Straddle Tax Period, or based solely upon capital, debt or a combination the amount of capital and debt, deemed to such Taxes that have accrued through the Closing Date shall be the amount of such Taxes for the entire Straddle Period relevant period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction the numerator of which is shall be the number of calendar days in from the portion beginning of the period ending on up to and including the Effective Closing Date and the denominator of which is shall be the number of calendar days in the entire period; and (ii) in the case of all other Taxes, deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Effective Date; provided that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will be allocated between the portion of the Straddle Period ending on and including the Effective Date and the portion of the Straddle Period beginning after the Effective Date in proportion to the number of days in each period.

Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Effective Closing Date will shall be: (ia) in the case of property or ad valorem or franchise Taxes or any other Taxes that are imposed on a periodic basis and which are measured by, with respect to the assets or based solely upon capital, debt or a combination capital of capital and debtthe Company, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Effective Closing Date and the denominator of which is the number of calendar days in the entire period; and (iib) in the case of all other Taxes, deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Effective Closing Date; provided that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will shall be allocated between the portion of the Straddle Period ending on and including the Effective Closing Date and the portion of the Straddle Period beginning after the Effective Closing Date in proportion to the number of days in each period.

Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period the period ending on the Effective Closing Date will shall be: (ia) in the case of property or ad valorem or franchise Taxes or any other Taxes that are imposed on a periodic basis and which are measured by, with respect to the assets or based solely upon capital, debt or a combination capital of capital and debtTimco, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Effective Closing Date and the denominator of which is the number of calendar days in the entire period; and; (iib) in the case of all other Taxes, deemed equal to the amount which that would be payable if the relevant Straddle Period of Timco ended on (and included included) the Effective Closing Date; provided that exemptions, allowances, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will shall be allocated between the portion of the Straddle Period ending on and including the Effective Closing Date and the portion of the Straddle Period beginning after the Effective Closing Date in proportion to the number of days in each period.

Proration of Straddle Period Taxes. In For all purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period, in the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is are attributable to the portion of such a Straddle Period ending on the Effective Closing Date will shall be: (i) in the case of property or ad valorem or franchise Taxes or any other Taxes that are imposed on a periodic basis and which are measured by, with respect to the assets or based solely upon capital, debt capital of the Company or a combination of capital and debtany Company Subsidiary, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period such Straddle Period ending on and including the Effective Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period; and (ii) in the case of all other Taxes (including, for the avoidance of doubt, Excise Taxes), deemed equal to the amount which that would be payable if the relevant Straddle Period ended on and included the Effective DateClosing Date (as if there was an interim period closing of the books); provided provided, that exemptions, allowances, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will shall be allocated between the portion of the Straddle Period ending on and including the Effective Closing Date and the portion of the Straddle Period beginning after the Effective Closing Date in proportion to the number of calendar days in each periodportion of such Straddle Period.