Common use of Straddle Period Allocation Clause in Contracts

Straddle Period Allocation. For all purposes of this Agreement, in the case of any Tax (or Tax refund or credit in lieu thereof) imposed with respect to a Straddle Period, the portion of such Tax (or Tax refund or credit in lieu thereof) that is allocable to the Pre-Closing Tax Period portion of such Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes other than Income Taxes, Taxes based on receipts, sales or payments and other Taxes that are transaction based, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period prior to and ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) in the case of any Income Taxes and Taxes based on receipts, sales or payments and other Taxes that are transaction based (or Income Tax refunds or Income Tax credits in lieu thereof), be deemed equal to the amount based on an interim closing of the books as if the relevant Straddle Period (and, for such purpose, the relevant Tax period of any partnership or other pass-through entity or any controlled foreign corporation, in which the Company or any of its Subsidiaries holds a beneficial interest will be deemed to end on the close of the Closing Date) ended on the close of 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.

Straddle Period Allocation. For all purposes of this Agreement, in the case of any Tax (or Tax refund or credit in lieu thereofcredit) imposed with respect to a Straddle Period, the portion of such Tax (or Tax refund or credit in lieu thereofcredit) that is allocable to the a Pre-Closing Tax Period portion of such Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes Taxes, other than Income Taxes, income Taxes and Taxes based on receipts, sales or payments and other Taxes that are transaction transaction-based, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period prior to and ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period Period, and (ii) in the case of any Income Taxes and Taxes based on receiptsall other Taxes, sales or payments and other Taxes that are transaction based (or Income Tax refunds or Income Tax credits in lieu thereof), be deemed equal to the amount based on an interim closing of the books as which would be payable if the relevant Straddle Period (and, for such purpose, the relevant Tax period of any partnership or other pass-through entity or any controlled foreign corporation, in which the Company or any of its Subsidiaries holds a beneficial interest will be deemed to end on the close of the Closing Date) ended on the close of 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 periodportion.

Straddle Period Allocation. For all purposes of this Agreement, in the case of any Tax (or Tax refund or credit in lieu thereofSection 6.4(a)(ii) imposed with respect to a Straddle Periodand Article VII, the portion of such any Tax (or Tax refund or credit in lieu thereof) that is allocable relates to the portion of any Straddle Period ending on the day prior to the Closing Date shall be allocated to the Pre-Closing Tax Period portion as follows: (A) the amount of such Straddle any Taxes for the Pre-Closing Tax Period ending on the Closing Date shall be that are (i) in the case of any Taxes other than Income Taxes, Taxes based on or measured by income or receipts, sales (ii) imposed in connection with the sale, transfer or payments and assignment of property, or (iii) required to be withheld, shall be determined based on an interim closing of the books as of the close of business on the day prior to the Closing Date; (B) the amount of all other Taxes that are transaction based, relate to the Pre-Closing Tax Period shall be deemed equal to be the amount of such Tax Taxes for the entire Straddle Period period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period period ending on the day prior to and ending on the Closing Date and the denominator of which is the number of days in the entire period. Taxes allocated to the Pre-Closing Tax Period shall be borne by the Seller and/or Shareholder to the extent set forth in this Agreement. The remainder of the Taxes for the Straddle Period and (ii) in the case of any Income Taxes and Taxes based on receipts, sales or payments and other Taxes that are transaction based (or Income Tax refunds or Income Tax credits in lieu thereof), be deemed equal not allocated to the amount based on an interim closing of the books as if the relevant Straddle Pre-Closing Tax Period (and, for such purpose, the relevant Tax period of any partnership or other pass-through entity or any controlled foreign corporation, in which the Company or any of its Subsidiaries holds a beneficial interest will be deemed to end on the close of the Closing Date) ended on the close of 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 to the pre-Closing portion of the Straddle Period beginning on the Closing Date and the post-Closing portion of the Straddle Period in proportion to the number of days in each such periodTaxes shall be borne by Buyer.

Straddle Period Allocation. For all purposes of this Agreement, in the case of any Tax (or Tax refund or credit in lieu thereofrefund) imposed with respect to a Straddle Period, the portion of such Tax (or Tax refund or credit in lieu thereofrefund) that is allocable to the Pre-Closing Tax Period portion of such Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes other than Income Taxes, Taxes based on receipts, sales or payments and other Taxes that are transaction based, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period prior to and ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) in the case of any Income Taxes and Taxes based on receipts, sales or payments and other Taxes that are transaction based (or Income Tax refunds or Income Tax credits in lieu thereofrefunds), be deemed equal to the amount based on an interim closing of the books as which would be payable if the relevant Straddle Period (and, for such purpose, the relevant Tax period of any partnership or other pass-through entity or any controlled foreign corporation, in which the Company or any of its Subsidiaries holds a beneficial interest will be deemed to end on the close of the Closing Date) ended on the close of 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.