Common use of Proration of Straddle Period Taxes Clause in Contracts

Proration of Straddle Period Taxes. For purposes of determining the portion of any Taxes for any Straddle Period that are Seller Taxes, the portion of any Taxes with respect to such Straddle Period that is attributable to the portion of the Straddle Period ending on the day immediately prior to the Closing Date 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 personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company and the Company Subsidiaries (and each partnership in which the Company and the Company Subsidiaries is a partner) ended with (and included) the day immediately prior to 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 Straddle Period ending on the day immediately prior to the Closing Date and the portion of the Straddle Period beginning on the Closing Date in proportion to the number of days in each such portion of the Straddle Period; and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the Company Assets or capital of the Company or any 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 the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Notwithstanding anything to the contrary herein, any franchise Tax shall 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. For purposes In the case of determining the portion of any Taxes for any Straddle Period that are Seller Taxespayable with respect to a Straddle Period, the portion of any such Taxes with respect to such Straddle Period that is attributable to the portion of the Straddle Period period ending on the day immediately prior to the Closing Date shall will be: (ia) 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 personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company and the Company Subsidiaries Subsidiary (and each partnership in which the Company and or the Company Subsidiaries Subsidiary is a partner) ended with (and included) the day immediately prior to the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall will be allocated between the portion of the Straddle Period period ending on the day immediately prior to and including the Closing Date and the portion of the Straddle Period period beginning on after the Closing Date in proportion to the number of days in each such portion of the Straddle Periodperiod; and (iib) in the case cases of Taxes that are imposed on a periodic basis with respect to the Company Assets assets or capital of the Company or any Company SubsidiaryCompany, 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 number of which is the number of calendar days in the portion of the Straddle Period period ending on the day immediately prior to and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodperiod. Notwithstanding anything to the contrary herein, any franchise Tax shall tax paid or payable with respect to the Company will be allocated to the Tax 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 Tax period is obtained by the payment of such franchise Taxtax.

Proration of Straddle Period Taxes. For purposes In the case of determining the portion of any Taxes for that are payable with respect to any Straddle Period that are Seller TaxesPeriod, the portion of any such Taxes with respect to such Straddle Period that is attributable to the portion of the Straddle Period period ending on the day immediately prior to the Closing Date 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 personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company and the Company its Subsidiaries (and each partnership in which the Company and the Company its Subsidiaries is a partner) ended with (and included) the day immediately prior to the Closing Date; provided, 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 period ending on the day immediately prior to and including the Closing Date and the portion of the Straddle Period period beginning on after the Closing Date in proportion to the number of days in each such portion of the Straddle Period; andperiod; (ii) in the case of Taxes that are imposed on a periodic basis with respect to the Company Assets assets or capital of the Company or any 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 the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the day immediately prior to and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle period; and (iii) in the case of a Tax that is (A) paid for the privilege of doing business during a period (a “Privilege Period. Notwithstanding anything ”) and (B) computed based on business activity occurring during an accounting period ending prior to the contrary hereinsuch Privilege Period, any franchise reference to a “Tax period,” a “tax period,” or a “taxable period” shall be allocated to the mean such accounting period during which the income, operations, assets or capital comprising the base of and not such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such franchise TaxPrivilege Period.

Proration of Straddle Period Taxes. For purposes of determining the portion of any Taxes for that are payable with respect to any Straddle Period that are Seller Pre-Closing Taxes, the portion of any such Taxes with respect to such Straddle Period that is attributable to the portion of the such Straddle Period ending on the day immediately prior to the Closing Date 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 personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company and the Company its Subsidiaries (and each partnership in which the Company and the Company its Subsidiaries is a partner) ended with (and included) the day immediately prior to the Closing Date; provided, 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 period ending on the day immediately prior to and including the Closing Date and the portion of the Straddle Period period beginning on after the Closing Date in proportion to the number of days in each such portion of the Straddle Periodperiod; and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the Company Assets assets or capital of the Company or any 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 the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the day immediately prior to and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Notwithstanding anything to the contrary herein, any franchise Tax shall 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 Taxperiod.

Proration of Straddle Period Taxes. For purposes of determining clause (b) of the portion definition of any Company Transaction Expenses, in the case of Taxes for that are payable with respect to any Straddle Period that are Seller TaxesPeriod, the portion of any such Taxes with respect to such Straddle Period that is attributable to the portion of the such Straddle Period ending on the day immediately prior to the Closing Date shall be: (ia) in the case of Taxes that are either (Ai) based upon or related to income or receipts, or (Bii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company and the Company its Subsidiaries (and each partnership in which the Company and the Company its Subsidiaries is a partner) ended with (and included) the day immediately prior to the Closing Date; provided, however, that exemptions, allowances or any 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 the day immediately prior to the Closing Date and the portion of the Straddle Period beginning realized on the Closing Date in proportion to connection with the number payment of days in each such portion of any Company Transaction Expenses and the Straddle PeriodPayoff Amount shall be taken into account notwithstanding that the Reference Time is 11:59 p.m. local time on the day immediately preceding the day on which the Effective Time occurs; and (iib) in the case of Taxes that are imposed on a periodic basis with respect to the Company Assets assets or capital of the Company or any 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 the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the day immediately prior to and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Notwithstanding anything to the contrary herein, any franchise Tax shall 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 Taxperiod.

Proration of Straddle Period Taxes. For purposes In the case of determining the portion of any Taxes for that are payable with respect to any Straddle Period that are Seller TaxesPeriod, the portion of any such Taxes with respect to such Straddle Period that is attributable to the portion of the Straddle Period period ending on the day immediately prior to the Closing Date 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 personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company and the Company Subsidiaries (and each partnership in which the Company and the Company Subsidiaries is a partner) ended with on (and included) the day immediately prior to the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) ), other than with respect to property placed in service after the Closing, shall be allocated between the portion of the Straddle Period period ending on the day immediately prior to and including the Closing Date and the portion of the Straddle Period period beginning on after the Closing Date in proportion to the number of days in each such portion of the Straddle Periodperiod; and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the Company Assets assets or capital of the Company or any Company SubsidiaryCompany, 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 period ending on the day immediately prior to and including the Closing Date and the denominator of which is the number of calendar days in the entire period. Any Taxes incurred with respect to a transaction that is not in the ordinary course of business that occurs on the Closing Date after the Closing shall not constitute a Straddle Period Tax, but shall be treated as occurring after the Straddle Period. Notwithstanding anything to the contrary herein, any franchise Tax shall 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. For purposes In the case of determining the portion of any Taxes for that are payable with respect to any Straddle Period that are Seller TaxesPeriod, the portion of any such Taxes with respect to such Straddle Period that is attributable to the portion of the Straddle Period period ending on the day immediately prior to the Closing Date shall be: (i) in the case of Taxes that are either 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), deemed equal to the amount that would be payable if the Tax period of the Company and the Company its Subsidiaries (and each partnership in which the Company and the Company its Subsidiaries is a partner) ended with (and included) the day immediately prior to the Closing Date; provided, however, 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 period ending on the day immediately prior to and including the Closing Date and the portion of the Straddle Period period beginning on after the Closing Date in proportion to the number of days in each such portion of the Straddle Period; andperiod; (ii) in the case of Taxes that are imposed on a periodic basis with respect to the Company Assets assets or capital of the Company or any 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 the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the day immediately prior to and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Notwithstanding anything to the contrary herein, period; and (iii) any franchise Tax shall 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. For purposes In the case of determining the portion of any Taxes for that are payable with respect to any Straddle Period that are Seller Taxes(defined in Section 13.01), the portion of any such Taxes with respect to such Straddle Period that is attributable to the portion of the such Straddle Period ending on the day immediately prior to on which the Closing Date Reference Time (defined in Section 13.01) occurs shall be: (ia) in the case of Taxes that are either (Ai) based upon or related to income or receipts, or (Bii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company and the Company Subsidiaries Companies (and each partnership in which the Company and the Company Subsidiaries Companies is a partner) ended with (and included) the day immediately prior to the Closing Date; provided, however, that exemptions, allowances or any 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 the day immediately prior to the Closing Date and the portion of the Straddle Period beginning realized on the Closing Date in proportion to connection with the number payment of days in each such portion of any Company Transaction Expenses and the Straddle PeriodPayoff Amount shall be taken into account notwithstanding that the Reference Time is 11:59 p.m. New York City time on the day immediately preceding the day on which the Effective Time occurs; and (iib) in the case of Taxes that are imposed on a periodic basis with respect to the Company Assets assets or capital of the Company or any Company Subsidiaryeither 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 Straddle Period period ending on and including the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Notwithstanding anything to the contrary herein, any franchise Tax shall 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 Taxperiod.

Proration of Straddle Period Taxes. For purposes of determining Working Capital, in the portion case of any Taxes for that are payable with respect to any Straddle Period that are Seller TaxesPeriod, the portion of any such Taxes with respect to such Straddle Period that is attributable to the portion of the such Straddle Period ending on the day immediately prior to on which the Closing Date Reference Time occurs shall be: (ia) in the case of Taxes that are either (Ai) based upon or related to income or receipts, or (Bii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company and the Company its Subsidiaries (and each partnership in which the Company and the Company its Subsidiaries is a partner) ended with (and included) the day immediately prior to the Closing Date; provided, however, that exemptions, allowances or any 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 the day immediately prior to the Closing Date and the portion of the Straddle Period beginning realized on the Closing Date in proportion to connection with the number payment of days in each such portion of any Company Transaction Expenses and the Straddle PeriodPayoff Amount shall be taken into account notwithstanding that the Reference Time is 11:59 p.m. local time on the day immediately preceding the day on which the Effective Time occurs; and (iib) in the case of Taxes that are imposed on a periodic basis with respect to the Company Assets assets or capital of the Company or any 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 the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on and including the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Notwithstanding anything to the contrary herein, any franchise Tax shall 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 Taxperiod.