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 attributable to a Straddle Period, the amount of any Taxes based on or measured by income, sales, payroll or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period 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, (x) the taxable period of any partnership or other pass-through entity in which the Company or its Subsidiaries hold a beneficial interest shall be deemed to terminate at such time and (y) the Transaction Tax Deductions shall, for the avoidance of doubt, be allocated to the Pre-Closing Tax Period to the extent consistent with applicable Law), and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; provided, however, that for purposes of such allocation, transactions occurring or actions taken on the Closing Date but after the Closing by the Purchaser or by, or with respect to, the Company or its Subsidiaries that are outside the ordinary course of business and not expressly contemplated by this Agreement shall be treated as occurring after the Closing Date.

Straddle Period Allocation. To the extent it is necessary for For purposes of this Agreement to determine the allocation of Article IX, any Liability for Taxes attributable to a Straddle Period, the amount of any Taxes based on or measured by income, sales, payroll or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based apportioned between the portion of such period ending on an interim the Closing Date and the portion beginning on the day after the Closing Date (a) in the case of real and personal property Taxes, by apportioning such Taxes on a per diem basis and (b) in the case of all other Taxes, on the basis of a closing of the books as of the close of business on the Closing Date (and Date, provided that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis. Any Liability for such purpose, (x) the taxable period Taxes attributable to a Pre-Closing Tax Period shall be determined without regard to any activities or operations of any partnership or other pass-through entity in which the Company or any of its Subsidiaries hold a beneficial interest shall be deemed to terminate at outside the ordinary course of business on the Closing Date but following the Closing, other than any such time and (y) activities or operations initiated by Seller, any of its Affiliates, the Transaction Tax Deductions shall, for Company or any of its Subsidiaries before the Closing. For the avoidance of doubt, be allocated for purposes of this Section 9.2, in the case of any income Tax attributable to the Preownership of an entity that is taxed as a partnership or of any other entity that is treated as a “flow-Closing through” entity for Tax Period to purposes, the extent consistent with applicable Law), and the amount portion of other Taxes of the Company and its Subsidiaries for a Straddle Period such income Tax that relates to the Pre-Closing Tax Period shall be deemed to be the amount that would be payable if the relevant Tax period of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending “flow-through” entity ended on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; provided, however, that for purposes of such allocation, transactions occurring or actions taken on the Closing Date but after the Closing by the Purchaser or by, or with respect to, the Company or its Subsidiaries that are outside the ordinary course of business and not expressly contemplated by this Agreement shall be treated as occurring after the Closing Date.

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement In order to determine the allocation of apportion appropriately any Taxes attributable relating to a Straddle Period, the parties hereto shall, to the extent permitted or required under applicable Law, treat the Closing Date as the last day of the taxable year or period of the Company for all Tax purposes. In any case where applicable Law does not permit the Company to treat the Closing Date as the last day of the taxable year or period: (i) the amount of any income Taxes, premium Taxes, gross receipts Taxes, sales or use Taxes based on or measured by income, sales, payroll withholding or receipts employment Taxes for Seller’s Portion of the Company and its Subsidiaries for the Pre-Closing Tax Straddle Period 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, (x) the taxable period of any partnership or other pass-through entity in which any the Company or its Subsidiaries hold holds a beneficial interest shall be deemed to terminate at such time and time); and (yii) the Transaction Tax Deductions shall, for the avoidance of doubt, be allocated to the Pre-Closing Tax Period to the extent consistent with applicable Law), and the amount of other Taxes of the Company and its Subsidiaries for a Seller’s Portion of the Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax for the Straddle Period entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period taxable period ending on the day before the Closing Date Date, and the denominator of which is the number of days in the entire such Straddle Period; provided, however, that for purposes of such allocation, transactions occurring or actions taken on the Closing Date but after the Closing by the Purchaser or by, or with respect to, the Company or its Subsidiaries that are outside the ordinary course of business and not expressly contemplated by this Agreement shall be treated as occurring after the Closing Date.

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes attributable to a Straddle Period, the amount of any Taxes based on or measured by income, sales, payroll or receipts of the Company and its Subsidiaries Acquired Companies for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close end of business on the Closing Date (and for such purpose, (x) the taxable period of any partnership or other pass-through entity in which the any Acquired Company or its Subsidiaries hold holds a beneficial interest shall be deemed to terminate at such time and (y) the Transaction Tax Deductions shall, for the avoidance of doubt, be allocated to the Pre-Closing Tax Period to the extent consistent with applicable Lawtime), 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 shall be deemed to be the amount of such Taxes Tax for the Straddle Period entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period taxable period ending on the Closing Date and the denominator of which is the number of days in the entire such Straddle Period; provided, however, that for purposes of such allocation, transactions occurring or actions taken on the Closing Date but after the Closing by the Purchaser or by, or with respect to, the any Acquired Company or its Subsidiaries that are outside the ordinary course of business and not expressly contemplated by this Agreement shall be treated as occurring after the Closing Date.