Common use of Straddle Period Allocation Clause in Contracts

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among a Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass through entity in which the Company or any of its Subsidiaries holds a beneficial interest will be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among a Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries Subsidiary for the Pre-Closing Tax Period will shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass pass-through entity in which the Company or any of its Subsidiaries the Subsidiary holds a beneficial interest will shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period will shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among attributable to a Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period will shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest will shall be deemed to terminate at such time) ), and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period will shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. All determinations necessary to give effect to the allocation set forth in this provision shall be made in a manner consistent with prior practice of the Company and its Subsidiaries.

Straddle Period Allocation. To In the extent it is necessary for purposes case of this Agreement to determine any taxable period that includes (but does not end on) the allocation of Taxes among Closing Date (a “Straddle Period”), the amount of any income Taxes, gross receipts Taxes, sales or use Taxes, or withholding or employment Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period will shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass pass-through entity in which the any Acquired Company or any of its Subsidiaries holds a beneficial interest will shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries Acquired Companies for a Straddle Period that relates to the Pre-Closing Tax Period will shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among attributable to a Straddle Period, the amount of any Taxes based on or measured by income income, sales, payroll or receipts of the Company and its Subsidiaries or the Blocker for the Pre-Closing Tax Period will shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass pass-through entity in which the Company or any of its Subsidiaries the Blocker holds a beneficial interest will shall be deemed to terminate at such time) ), and the amount of other Taxes of the Company and its Subsidiaries or the Blocker for a Straddle Period that relates to the Pre-Closing Tax Period will shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among attributable to a Straddle Period, the amount of any Taxes based on or measured by income income, payroll or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period will shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass through entity in which the Company or any of its Subsidiaries holds a beneficial interest will shall be deemed to terminate at such time) ), and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period will shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among a Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period will shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest will shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period will shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among attributable to a Straddle Period, the amount of any Taxes based on or measured by income income, payroll or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period will shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass through entity in which the Company or any of its Subsidiaries holds a beneficial interest will shall be deemed to terminate at such time) ), and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period will shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.. ​

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among a Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries Subsidiary for the Pre-Closing Tax Period will shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass pass-through entity in which the Company or any of its Subsidiaries Subsidiary holds a beneficial interest will shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period will shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among attributable to a Straddle Period, the amount of any Taxes based on or measured by income income, payroll or receipts of the Company and its Subsidiaries for the Pre-portion of such Straddle Period ending on the Closing Tax Period will Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass through entity in which the Company or any of its Subsidiaries holds a beneficial interest will shall be deemed to terminate at such time) ), and the amount of other Taxes of the Company and its Subsidiaries for the portion of a Straddle Period that relates to ending on the Pre-Closing Tax Period will Date shall be deemed to be the amount of such Tax for the entire taxable period whole of such Straddle Period multiplied by a fraction the numerator of which is the number of days in comprising the taxable period portion of such Straddle Period ending on the Closing Date and the denominator of which is the total number of days in such Straddle Period.