Straddle Period Allocation. For purposes of this Agreement, in the case of any Straddle Period, the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be (i) in the case of Taxes imposed on a periodic basis (such as certain franchise Taxes, and real or personal property Taxes), the amount of such Taxes for the entire 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 relevant Straddle Period, and (ii) in the case of Taxes not described in clause (i) above (such as Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date (and for such purposes, the taxable period of any partnership or other pass-through entity owned by any Person shall be deemed to end as of the close of business on the Closing Date). In the case of clause (ii) of the preceding sentence, exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date was the last day of the Straddle Period) shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period thereafter in proportion to the number of days in each such portion.
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Samples: Agreement and Plan of Acquisition, Agreement and Plan of Acquisition
Straddle Period Allocation. For To the extent it is necessary for purposes of this Agreement, in Agreement to determine the case allocation of any Taxes with respect to a Straddle Period, the amount of Taxes attributable that are allocable to the portion of the such Straddle Period ending on (and including) the Closing Date shall be deemed to be (i) in the case of Taxes that are imposed on a periodic basis (such as certain franchise Taxes, and real or personal property Taxestaxes), be deemed to be the amount of such Taxes for the entire period multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and including including) the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, ; and (ii) in the case of Taxes that are not described in clause (i) above (such as Income Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personalproperty, tangible or intangible)withholding Taxes and payroll and similar Taxes), be deemed to be equal to the amount of any such Taxes shall be determined as that would have been payable if such the taxable year or period ended as of the close of business Company ended on the Closing Date (for this purpose and for such purposespurposes of calculating Accrued Income Taxes, the taxable period year of any “controlled foreign corporation” (within the meaning of Section 957 of the Code) and any entity treated as a partnership or other pass-through entity owned by for federal income tax purposes that the Company or any Person shall of its Subsidiaries holds an interest will be deemed to end as of close on the close of business on the Closing Date). In the case of clause (ii) of the preceding sentence; provided, that, in determining such amount, exemptions, allowances or deductions that are calculated on an annual a periodic basis (including depreciation and amortization deductions computed as if other than with respect to property placed into service after the Closing Date was Date), such as the last day of the Straddle Period) deduction for depreciation, shall be allocated between taken into account on a pro-rated basis in the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period thereafter manner described in proportion to the number of days in each such portionclause (i) above.
Appears in 2 contracts
Samples: Merger Agreement (Fox Factory Holding Corp), Merger Agreement (Compass Group Diversified Holdings LLC)
Straddle Period Allocation. For purposes of this Agreement, in the case of any Tax (or Tax refund or credit) imposed with respect to a Straddle Period, the amount portion of Taxes attributable such Tax (or Tax refund or credit) that is allocable to the portion of the such Straddle Period ending on the Closing Date shall be deemed to be (i) in the case of any Taxes imposed other than Income Taxes and Taxes based on a periodic basis (such as certain franchise Taxesreceipts, sales or payments and real or personal property Taxes)other Taxes that are transactionally based, be deemed to be the amount of such Taxes Tax for the entire period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period prior to and ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) in the case of any Income Taxes not described in clause and Taxes based on receipts, sales or payments and other Taxes that are transactionally based (i) above or Income Tax refunds), be deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Closing Date, provided that all permitted allowances, credits, exemptions and deductions that are normally computed on the basis of an entire year period (such as Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date (and for such purposes, the taxable period of any partnership or other pass-through entity owned by any Person shall be deemed to end as of the close of business on the Closing Date). In the case of clause (ii) of the preceding sentence, exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date was the last day of the Straddle Perioddeductions) shall accrue on a daily basis and shall be allocated between the pre-Closing portion of the Straddle Period ending on the Closing Date and the post-Closing portion of the Straddle Period thereafter in proportion to the number of days in each such portionperiod.
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Samples: Agreement and Plan of Merger (PERDOCEO EDUCATION Corp)
Straddle Period Allocation. For purposes of this Agreement, in the case of any Straddle Period, the amount of Taxes attributable allocable to the Pre-Closing Tax Period portion of the such Straddle Period ending on the Closing Date shall be deemed to be be: (i1) in the case of Taxes that are imposed on a periodic basis (such as certain franchise Taxes, and real or personal property Taxes), the amount of such Tax for the entire Tax period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the entire period 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 relevant Straddle Period, and (ii2) in the case of Taxes any Tax not described in clause (i1) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy receipts or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), property) the amount of any such Taxes shall be determined as if the Straddle Period ended on and included the Closing Date. For purposes of clause (2) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such taxable a Straddle Period shall be made by means of a closing of the books and records of Comfort Care as of the close of business on the Closing Date, provided, that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ended ending as of the close of business on the Closing Date (and for such purposes, the taxable period of any partnership or other pass-through entity owned by any Person shall be deemed to end as of the close of business on the Closing Date). In the case of clause (ii) of the preceding sentence, exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if after the Closing Date was the last day of the Straddle Period) shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period thereafter in proportion to the number of days in each such portionperiod.
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Samples: Membership Interest Purchase Agreement (Aveanna Healthcare Holdings, Inc.)
Straddle Period Allocation. For purposes of this Agreementdetermining Indebtedness and Working Capital, in the case of any Tax other than a property, ad valorem or similar Tax imposed with respect to a Straddle Period, the amount portion of Taxes attributable such Tax that is allocable to the portion of the such Straddle Period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date (iand, for such purposes, the taxable period of any Subsidiary of the Company that is a partnership or other pass-through entity or a “controlled foreign corporation” (as defined under Section 957 of the Code), shall be deemed to terminate at the end of the day on the Closing Date, such that any income Tax liability arising during such Pre-Closing Tax Period is allocated to the holder of each beneficial interest immediately before the end of the short taxable year ending on the Closing Date), provided that all permitted allowances, credits, exemptions and deductions that are normally computed on the basis of an entire year period (such as depreciation and amortization deductions) shall accrue on a daily basis and shall be allocated between the pre-Closing portion of the Straddle Period and the post-Closing portion of the Straddle Period in proportion to the number of days in each such period. In the case of any property, ad valorem or similar Taxes imposed on that are payable with respect to a periodic basis (such as certain franchise Taxes, and real or personal property Taxes)Straddle Period, the amount portion of such Taxes for attributable to the entire period portion of such Straddle Period ending on the Closing Date will be equal to the product of all such Taxes 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 Date, and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in clause (i) above (such as Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date (and for such purposes, the taxable period of any partnership or other pass-through entity owned by any Person shall be deemed to end as of the close of business on the Closing Date). In the case of clause (ii) of the preceding sentence, exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date was the last day of the Straddle Period) shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period thereafter in proportion to the number of days in each such portion.
Appears in 1 contract
Samples: Merger Agreement (R1 RCM Inc.)
Straddle Period Allocation. For all relevant purposes of this Agreement, in the case of any Straddle Period, the amount of all Taxes attributable to the portion of the a Straddle Period ending on the Closing Date shall be deemed to be apportioned as follows: (ia) in the case of Taxes imposed on a periodic basis (such as certain franchise Taxesproperty, ad valorem, intangible, and real or personal property other periodic Taxes (for the avoidance of doubt excluding Income Taxes and sales and use Taxes), ) allocable to the Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on and including that are in the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire relevant Straddle Period, ; and (iib) in the case of Taxes not described in (other than Taxes allocable under clause (ia) above (such as Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)this definition), for the amount avoidance of any such doubt including Income Taxes and sales and use Taxes, allocable to the Pre-Closing Tax Period shall be determined computed on the basis of a “closing of the books,” as if such taxable period ended as of the close end of business the day on the Closing Date (and for in the case of any Taxes attributable to the ownership of any interest in any partnership, other “flow-through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Law), such purposes, computation shall be made as if the taxable period of any partnership such partnership, other “flow-through” entity or other pass-through entity owned by any Person shall be deemed to end “controlled foreign corporation” ended as of the close end of business the day on the Closing Date). In the case of clause (ii) of the preceding sentence; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date was the last day of the Straddle Perioddeductions) shall be allocated between the portion of the Straddle Period period ending on the Closing Date and the portion of period beginning after the Straddle Period thereafter Closing Date in proportion to the number of calendar days in each such portionperiod to the extent permitted by applicable Law.
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