Proration of Taxes for Straddle Periods. With respect to any Straddle Period, B/E and KLX shall treat, and elect to treat the close of the Distribution Date as the last day of the Tax Period. If no such election is permitted, the Taxes for the Straddle Period shall be allocated to the Pre-Distribution Period as follows: (i) in the case of real or personal property taxes, taxes based on capital, or a flat minimum amount tax, the total amount of such Taxes multiplied by a fraction, the numerator of which is the number of days in the partial period through and including the Distribution Date and the denominator of which is the total number of days in such Straddle Period; and (ii) in the case of all other Taxes, including Income Taxes, based upon an actual closing of the books methodology, as determined in accordance with the relevant books and records; provided that, if the Distribution Date is not on a date for which there is a closing of the financial accounting records for KLX, the closing of the books methodology will be applied to ratably allocate Tax Items for the month which includes the Distribution Date, except that any extraordinary Tax Items (based on the principles of Treasury Regulation Section 1.1502-76(b)(2)(ii)(C)) shall be allocated to the Pre-Distribution and Post-Distribution Period, as applicable.
Proration of Taxes for Straddle Periods. In the case of any Straddle Period, and in the case of a Tax Period of any member of the Controlled Group which ends on the Distribution Closing Date, Tax Items shall be apportioned between Pre-Distribution Periods and Post-Distribution Periods in accordance with the principles of Treasury Regulations under Section 1502 of the Code.
Proration of Taxes for Straddle Periods. (a) For U.S. federal income tax purposes, the Parties acknowledge and agree that the Tax Period of each member of the Brighthouse Group that joined in the filing of the MetLife Federal Consolidated Income Tax Return will close as of the end of the Distribution Date. MetLife and Brighthouse shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each member of the Brighthouse Group for all other U.S. federal Tax purposes and any material state Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law; provided that this Section 2.07(a) shall not be construed to require any member of the MetLife Group to change any of its Tax Periods.
(b) For any Straddle Period, Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as Property Taxes), on a daily pro rata basis and (ii) in the case of other Taxes generally, (A) if commercially practicable, as if the Tax Period ended as of the close of business on the Distribution Date and, (B) if such other Taxes are attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or non-U.S. Tax Law), as if the Tax Period of that entity ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner) and (C) otherwise on a daily pro rata basis.
Proration of Taxes for Straddle Periods. In the case of any Straddle Period for which a Consolidated or Combined Tax Return is filed (a "Straddle Period Consolidated or Combined Tax Return"), Tax Items of the members of the Group which are included for only a portion of the Straddle Period (the "Short Period Group") shall be apportioned between (i) the portion of such Straddle Period during which such Short Period Group members are so included and (ii) the portion of such Straddle Period during which such Short Period Group members are not so included. This apportionment shall be in accordance with the principles of Treasury Regulation Section 1.1502-76(b) as reasonably interpreted and applied by the Companies. In the case of any Federal or State Income Tax Return which is a Straddle Period Consolidated or Combined Tax Return as to which the New Fluor Group is the Short Period Group, if so requested by New Fluor, Parent (and to the extent required, other members of the Parent Group) shall make or, if applicable, join with any necessary or appropriate members of the New Fluor Group in making, an election under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D), or comparable State Tax Law, to have the Tax Items (other than extraordinary items) of the New Fluor Group ratably allocated. If the Distribution date is not an Accounting Cutoff Date, the provisions of Treasury Regulations Section 1.1502-76(b)(2)(iii) and comparable State Tax Law shall be applied to ratably allocate the items (other than extraordinary items) for the month which includes the Distribution Date.
Proration of Taxes for Straddle Periods. (a) With respect to any Straddle Period, GE, Newco, EHHC and Newco LLC shall treat, and elect to treat, the Closing Date as the last day of the Pre-Closing Period. If no such election is permitted, the Taxes for the Straddle Period shall be allocated to the Pre-Closing Period as follows: (i) in the case of real or personal property Taxes, Taxes based on capital, or a flat minimum amount Tax, the total amount of such Taxes multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period through and including the Closing Date and the denominator of which is the total number of days in such Straddle Period; and (ii) in the case of all other Taxes, including Income Taxes, based upon an actual closing of the books methodology on the Closing Date, as determined in accordance with the relevant books and records.
(b) For purposes of this Section 2.02, the Taxable Year of any partnership, pass-through entity or controlled foreign corporation (within the meaning of Section 957(a) of the Code or any comparable provision of state, local or foreign Law) in which a member of the Newco LLC Group holds a beneficial interest immediately after the Closing Date shall be deemed to terminate on the Closing Date.
Proration of Taxes for Straddle Periods. (a) If Merck determines, in its sole discretion, to close the taxable year of any member of the Organon Group for the purposes of any Tax as of the end of the Distribution Date, Merck and Organon shall take all commercially reasonable actions necessary or appropriate to so close such taxable year, to the extent permitted by applicable law.
(b) For any Straddle Period, Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis, on a daily pro rata basis and (ii) in the case of other Taxes generally, as if the Tax Period ended as of the close of business on the Distribution Date.
Proration of Taxes for Straddle Periods. (a) For U.S. federal Income Tax purposes, the Tax Period of each member of the Aptevo Group that joined in the filing of the EBSI Federal Consolidated Income Tax Return will close as of the end of the Distribution Date, and Tax Items of the Aptevo Group shall be allocated on a closing of the books basis. No election under Treasury Regulation Section 1.1502-76(b)(2)(ii) relating to ratable allocation of a year’s items (or any analogous provision of state, local or non-U.S. Income Tax Laws) shall be made. EBSI and Aptevo shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each member of the Aptevo Group for state, local or non-U.S. Income Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law; provided that this Section 2.05(a) shall not be construed to require EBSI to change any of its Tax Periods.
(b) For any Straddle Period, Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as real, personal and intangible property Taxes), on a daily pro rata basis and (ii) in the case of other Taxes generally, as if the Tax Period ended as of the close of business on the Distribution Date and, in the case of any such other Taxes that are attributable to the ownership of any equity interest in a partnership, 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. Tax Law), as if the Tax Period of that entity ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).
Proration of Taxes for Straddle Periods. (a) For U.S. federal income Tax purposes, the Tax Period of each member of the Baxalta Group that joined in the filing of the Baxter Federal Consolidated Income Tax Return will close as of the end of the Distribution Date. Baxter and Baxalta shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each member of the Baxalta Group for all other U.S. Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law; provided that this Section 2.07(a) shall not be construed to require Baxter to change any of its Tax Periods.
(b) For any Straddle Period, Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as Property Taxes), on a daily pro rata basis and (ii) in the case of other Taxes generally, as if the Tax Period ended as of the close of business on the Distribution Date and, in the case of any such other Taxes that are attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or non-U.S. Tax Law), as if the Tax Period of that entity ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).
Proration of Taxes for Straddle Periods. GENERAL METHOD OF PRORATION. In the case of any Straddle Period, and in the case of a Tax Period of any member of the Controlled Group which ends on the Distribution Closing Date, Tax Items shall be apportioned between Pre-Distribution Periods and Post-Distribution Periods in accordance with the principles of Treasury Regulations under Section 1502 of the Code. Gains and losses from the disposition of property described in Section 1231 of the Code by any member of the Controlled Group during any Straddle Period, including dispositions of vehicles, will be allocated between the Pre-Distribution Periods and Post-Distribution Periods based upon the actual disposition date of the property.
Proration of Taxes for Straddle Periods. (a) In the case of any Straddle Period, Tax Items shall be apportioned between Pre-Deconsolidation Periods and Post-Deconsolidation Periods in accordance with the principles of Treasury Regulation Section 1.1502-76(b) as reasonably interpreted and applied by the Companies. Parent and NLC shall (and, if necessary, shall cause their Affiliates to) join in making an irrevocable election under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items).
(b) In determining the apportionment of Tax Items between Pre-Deconsolidation Periods and Post-Deconsolidation Periods, any Tax Items relating to the exercise of employee stock options shall not be treated as extraordinary items described in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) and, therefore, shall be ratably allocated in accordance with Section 3(a) above.
