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).
Appears in 3 contracts
Samples: Registration Rights Agreement (Talos Energy Inc.), Registration Rights Agreement (Talos Energy Inc.), Registration Rights Agreement (Talos Energy Inc.)
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).
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Talos Energy Inc.), Registration Rights Agreement (Talos Energy Inc.)