Common use of Proration of Straddle Period Taxes Clause in Contracts

Proration of Straddle Period Taxes. (a) For purposes of determining the portion of any Taxes (other than Asset Taxes) that are payable with respect to any Straddle Period that constitute Seller Taxes, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Tax Effective Date shall be deemed equal to the amount that would be payable if the Tax period of the Companies ended with (and included) the Tax Effective Date (provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period ending on and including the Tax Effective Date and the portion of the Straddle Period beginning after the Tax Effective Date in proportion to the number of days in each portion of the Straddle Period). (b) For purposes of determining the portion of any Assets Taxes that are payable with respect to any Straddle Period that constitute Seller Taxes or shall be taken into account for purposes of Section 2.3(e) or Section 2.4, (I) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (III), below) shall be allocated to the period or portion thereof in which the severance or production giving rise to such Asset Taxes occurred, (II) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (I) or (III)), shall be allocated to the period or portion thereof in which the transaction giving rise to such Asset Taxes occurred, and (III) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the Tax Effective Date and the portion of such Straddle Period beginning after the Tax Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur on and before the Tax Effective Date, on the one hand, and the number of days in such Straddle Period that occur after the Tax Effective Date, on the other hand. To the extent the actual amount of an Asset Tax is not known at the time an adjustment is to be made with respect to such Asset Tax pursuant to Section 2.3(e) or Section 2.4, as applicable, the Parties shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment.

Proration of Straddle Period Taxes. (a) For purposes of determining the portion of any Taxes (other than Asset Taxes) that are payable with respect to any Straddle Period that constitute Seller Taxes, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Tax Effective Date shall be deemed equal to the amount that would be payable if the Tax period of the Companies Company ended with (and included) the Tax Effective Date (provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period ending on and including the Tax Effective Date and the portion of the Straddle Period beginning after the Tax Effective Date in proportion to the number of days in each portion of the Straddle Period). (b) For purposes of determining the portion of any Assets Taxes that are payable with respect to any Straddle Period that constitute Seller Taxes or shall be taken into account for purposes of Section 2.3(e) or Section 2.4Taxes, (I) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (III), below) shall be allocated to the period or portion thereof in which the severance or production giving rise to such Asset Taxes occurred, (II) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (I) or (III)), shall be allocated to the period or portion thereof in which the transaction giving rise to such Asset Taxes occurred, and (III) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the Tax Effective Date and the portion of such Straddle Period beginning after the Tax Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur on and before the Tax Effective Date, on the one hand, and the number of days in such Straddle Period that occur after the Tax Effective Date, on the other hand. To the extent the actual amount of an Asset Tax is not known at the time an adjustment is to be made with respect to such Asset Tax pursuant to Section 2.3(e) or Section 2.4, as applicable, the Parties shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment.

Proration of Straddle Period Taxes. In the case of Taxes relating to the Purchased Entities (a) For purposes of determining the portion of any Taxes (other than Asset Taxesor Subsidiaries thereof) that are payable with respect to any Straddle Period that constitute Seller TaxesPeriod, the portion of any such Taxes that is attributable to the portion of such the Straddle Period ending on the Tax Effective Closing Date shall be (i) in the case of Taxes not described in clause (ii) (including Taxes that are based upon or related to income or receipts), deemed equal to the amount that would be payable if the Tax period Straddle Period of the Purchased Companies ended with (and included) the Tax Effective Date (Closing Date; provided that exemptions, allowances allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period ending on and including the Tax Effective Closing Date and the portion of the Straddle Period beginning after the Tax Effective Closing Date in proportion to the number of days in each such portion; and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Purchased Entities, 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 Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period). (b) . With respect to any Purchased Company or Subsidiary thereof that is treated as a partnership for U.S. federal income Tax purposes, the Parties agree to allocate, pursuant to Section 706 of the Code, between Purchaser and Seller based on a closing of the books as of the Closing Date, all items of income, gain, loss, deduction and credit attributable to such Purchased Company or Subsidiary for the applicable taxable period in which the Closing Date occurs. For the avoidance of doubt, Seller Parent and Purchaser shall use the interim closing of the books method at the end of the Closing Date for purposes of determining allocations that must be made to the portion of any Assets Taxes that are payable Purchased Entities and their respective Subsidiaries for U.S. federal, and applicable state and local, income Tax purposes (including pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)), and neither Seller Parent nor Purchaser shall elect to use the ratable allocation method pursuant to Treasury Regulations Section 1.1502-76(b)(2)(ii)) with respect to the Purchased Entities or their respective Subsidiaries for U.S. federal, and applicable state and local, income tax purposes. In accordance with Treasury Regulations Section 1.1502-76 and any Straddle Period that constitute Seller Taxes analogous provision of state, local, or shall be taken into account for purposes of Section 2.3(e) or Section 2.4foreign Law, (I) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (III), below) shall be allocated to the period or portion thereof in which the severance or production giving rise to such Asset Taxes occurred, (II) Asset Taxes that are based upon or any Tax related to sales or receipts or imposed any extraordinary transactions (not contemplated by this Agreement to occur on a transactional basis (other than such Asset Taxes described in clause (Ithe Closing Date) or (III))that occurs on the Closing Date, but after the Closing, shall be allocated to the period or portion thereof in which the transaction giving rise to such Asset Taxes occurred, and (III) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on the Post-Closing Tax Effective Date and the portion of such Straddle Period beginning after the Tax Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur on and before the Tax Effective Date, on the one hand, and the number of days in such Straddle Period that occur after the Tax Effective Date, on the other hand. To the extent the actual amount of an Asset Tax is not known at the time an adjustment is to be made with respect to such Asset Tax pursuant to Section 2.3(e) or Section 2.4, as applicable, the Parties shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustmentPeriod.

Proration of Straddle Period Taxes. Taxes payable by or with respect to any Vionic Entity (a) For purposes including, for the avoidance of determining doubt, with respect to the portion ownership of any Taxes (other than Asset TaxesVionic Entity) or that are payable imposed with respect to the ownership of VCG Intellectual Property with respect to any Straddle Period that constitute Seller Taxes, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Tax Effective Date shall be deemed equal to the amount that would be payable if the Tax period of the Companies ended with (and included) the Tax Effective Date (provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between to the portion of the Straddle Period ending on and including the Tax Effective Date and the portion as of the Straddle Period beginning after Closing as follows: (i) to the Tax Effective Date extent feasible, on a specific identification basis, according to the date and time of the event or transaction giving rise to such Tax, (ii) with respect to periodically assessed ad valorem Taxes and other similar periodic Taxes, in proportion to the number of days in each portion of the Straddle Period). (b) For purposes of determining the portion of any Assets Taxes that are payable with respect to any Straddle Period that constitute Seller Taxes or shall be taken into account for purposes of Section 2.3(e) or Section 2.4, (I) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (III), below) shall be allocated to the period or portion thereof in which the severance or production giving rise to such Asset Taxes occurred, (II) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (I) or (III)), shall be allocated to the period or portion thereof in which the transaction giving rise to such Asset Taxes occurred, and (III) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending on occurring through the Tax Effective Closing Date and compared to the portion of such Straddle Period beginning after the Tax Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur on and before the Tax Effective Date, on the one hand, and the total number of days in such Straddle Period, and (iii) in the case of any other Tax, in an amount equal to such Tax that would be payable if the relevant Straddle Period that occur after ended at the end of the Closing Date (and for such purpose, the Tax Effective Dateperiod of any partnership or other pass-through entity, on or any “controlled foreign corporation” within the other handmeaning of Section 957(a) of the Code, in which any Company or Company Subsidiary holds a beneficial interest, will be deemed to close at such time). To Any Tax credits relating to any Straddle Periods shall be taken into account as though the relevant taxable period ended as of the Closing. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practices of the Vionic Entities except to the extent otherwise required by Applicable Law. For the actual amount avoidance of doubt, (i) any Tax liability resulting from an Asset increase in income pursuant to Section 965 of the Code (whether or not an election was made under Section 965(h) of the Code) and (ii) any Tax is not known at liability resulting from an inclusion pursuant to Sections 951 or 951A of the time an adjustment is to be made Code with respect to the ownership of Vionic Europe for periods prior to the Closing shall be treated as a Pre-Closing Tax or as allocable to the portion of the Straddle Period ending as of the Closing, and Sellers shall pay all such Asset Tax pursuant to Section 2.3(e) or Section 2.4, as applicable, the Parties shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustmentTaxes.

Proration of Straddle Period Taxes. (a) For purposes In the case of determining the portion of any Taxes (other than Asset Taxes) that are payable with respect to any Straddle Period that constitute Seller Taxes, the portion of any such Period: (i) Taxes that is attributable 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 personal, tangible or intangible), shall be allocated between the portion of such Straddle Period ending immediately prior to the Closing Date and the portion of such Straddle Period beginning on the Tax Effective Closing Date shall be deemed equal on a “closing of the books” basis by assuming the books of the Company were closed immediately prior to the amount that would be payable if the Tax period of the Companies ended with (and included) the Tax Effective Date (Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the such Straddle Period ending on and including immediately prior to the Tax Effective Closing Date and the portion of the such Straddle Period beginning after on the Tax Effective Closing Date in proportion to the number of days in each portion of the Straddle Period)period. (bii) For purposes of determining the portion of any Assets Taxes that are payable with respect to any Straddle Period that constitute Seller Taxes or shall be taken into account for purposes of Section 2.3(e) or Section 2.4, (I) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (III), below) shall be allocated to the period or portion thereof in which the severance or production giving rise to such Asset Taxes occurred, (II) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (I) or (III)), shall be allocated to the period or portion thereof in which the transaction giving rise to such Asset Taxes occurred, and (III) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining with respect to a Straddle Period the assets of the Company shall be allocated between the portion of such Straddle Period ending on immediately prior to the Tax Effective Closing Date and the portion of such Straddle Period beginning after on the Tax Effective Closing Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur on and before the Tax Effective Closing Date, on the one hand, and the number of days in such Straddle Period that occur on and after the Tax Effective Closing Date, on the other hand. To Consistent with the extent the actual amount of an Asset Tax is not known at the time an adjustment is to be made with respect to such Asset Tax pursuant to Section 2.3(e) or Section 2.4foregoing, as applicable, the Parties shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes Taxes that is allocable to the portion of the Straddle Period (1) ending immediately prior to the Closing Date shall be deemed to be the amount of such adjustmentTaxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending immediately prior to the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period, and (2) beginning on the Closing Date shall be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days from (and including) the Closing Date through the end of the Straddle Period, and the denominator of which is the number of calendar days in the entire Straddle Period.

Proration of Straddle Period Taxes. (a) For purposes In the case of determining the portion of any Taxes (other than Asset Taxes) that are payable with respect to any Straddle Period that constitute Seller Taxes, the portion of any such Period: (i) Taxes that is attributable 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 personal, tangible or intangible), shall be allocated between the portion of such Straddle Period ending immediately prior to the Closing Date and the portion of such Straddle Period beginning on the Tax Effective Closing Date shall be deemed equal to on a “closing of the amount that would be payable if books” basis by assuming the Tax period books of the Companies ended with (and included) were closed at the Tax Effective Date (end of the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the such Straddle Period ending on and including at the Tax Effective end of the Closing Date and the portion of the such Straddle Period beginning after on the Tax Effective Closing Date in proportion to the number of days in each portion of the Straddle Period)period. (bii) For purposes of determining the portion of any Assets Taxes that are payable with respect to any Straddle Period that constitute Seller Taxes or shall be taken into account for purposes of Section 2.3(e) or Section 2.4, (I) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (III), below) shall be allocated to the period or portion thereof in which the severance or production giving rise to such Asset Taxes occurred, (II) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (I) or (III)), shall be allocated to the period or portion thereof in which the transaction giving rise to such Asset Taxes occurred, and (III) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining with respect to a Straddle Period the assets of the Companies shall be allocated between the portion of such Straddle Period ending on immediately prior to the Tax Effective Closing Date and the portion of such Straddle Period beginning after on the Tax Effective Closing Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur on and before the Tax Effective Closing Date, on the one hand, and the number of days in such Straddle Period that occur on and after the Tax Effective Closing Date, on the other hand. To Consistent with the extent the actual amount of an Asset Tax is not known at the time an adjustment is to be made with respect to such Asset Tax pursuant to Section 2.3(e) or Section 2.4foregoing, as applicable, the Parties shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes Taxes that is allocable to the portion of the Straddle Period (1) ending immediately prior to the Closing Date shall be deemed to be the amount of such adjustmentTaxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending immediately prior to the Closing Date, and the denominator of which is the number of calendar days in the entire Straddle Period, and (2) beginning on the Closing Date shall be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days from (and including) the Closing Date through the end of the Straddle Period, and the denominator of which is the number of calendar days in the entire Straddle Period. Such proration shall, initially, be based on the most recent Tax statements, received by the Seller as of the Closing Date. Following the Closing Date, each party shall, upon request of the other party, immediately reimburse the other party for any such Taxes for which said party is responsible but have been paid by the other party.