Straddle Period Allocations Clause Samples

Straddle Period Allocations. For purposes of this Agreement, Taxes of any of the Company Subsidiaries incurred with respect to a taxable period that includes but does not end on the Closing Date, shall be allocated to the portion of the taxable period ending on the Closing Date (i) except as provided in (ii) and (iii) below, to the extent feasible, on a specific identification basis, according to the date of the event or transaction giving rise to the Tax, and (ii) except as provided in (iii) below, with respect to periodically assessed ad valorem Taxes and Taxes not otherwise feasibly allocable to specific transactions or events, in proportion to the number of days in such taxable period occurring through the Closing Date compared to the total number of days in such taxable period, and (iii) in the case of any Tax based upon or related to income or receipts, in an amount equal to the Tax which would be payable if the relevant taxable period ended on the Closing Date.

Straddle Period Allocations. (i) For all purposes of this Agreement, for Taxes imposed with respect to a Straddle Period, the portion of such Tax that is allocable to the Pre-Closing Tax Period shall be deemed to equal (i) in the case of real or personal property Taxes or other similar Taxes imposed on a periodic basis, the amount of such Taxes for the entire Straddle Period, multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the total number of days in the Straddle Period, and (ii) in the case of Taxes based on or measured by income or receipts, sales or use, employment, withholding or other similar Taxes, the amount of Taxes that would be payable based on an interim closing of the books of the applicable Company or GMMV, as applicable as of the end of the day on the Closing Date (and for such purpose, the taxable period of any partnership or other “flow through” entity (including GMMV) or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) in which any Company or GMMV holds a beneficial interest shall be deemed to terminate at such time); provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated on a per diem basis. (ii) Buyer and Seller understand and agree that each of ▇▇▇ and WCRC shall have an income Tax year end as of the close of business on the Closing Date as a result of their departure from Seller’s federal income Tax consolidated group as of the beginning of the day following the Closing Date. Consistent with the provisions of Section 5.16(b)(i) and the provisions of Treasury Regulations Sections 1.1502-76(b)(2)(vi) and 1.706-1(c)(2)(iii), in the case of any income Tax year of GMMV that includes (but does not end on) the Closing Date, the income Taxes of ▇▇▇ and WCRC attributable to the ownership of their respective equity interests in GMMV for the portion of such income Tax year that ends on the Closing Date shall be determined as if the income Tax year of GMMV ended as of the close of business on the Closing Date. As soon as reasonably practicable after the Closing, Buyer shall prepare a draft of the allocations to ▇▇▇ and WCRC by GMMV in respect of this hypothetical income Tax year end of GMMV for Seller’s review, comment and approval (which shall no...

Straddle Period Allocations. For purposes of this Agreement, in the case of Taxes that are payable with respect to a Straddle Period (other than Transfer Taxes), the portion of any such Tax that is allocable to the Pre-Closing Tax Period shall be: (i) in the case of Taxes that are either (i) based upon or related to income or receipts or (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable period ended as of the close of business on the Closing Date based on an interim closing of the books; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period ending on the Closing Date, on the one hand, and the portion of the Straddle Period beginning after the Closing Date, on the other hand, in proportion to the number of days in such Straddle Period included in the portion ending on the Closing Date and the number of days in such Straddle Period included in the portion beginning after the Closing Date; (ii) in the case of Taxes not described in clause (i), deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 6.6(e) shall be computed by reference to the level of such items on the Closing Date; and (iii) for purposes of clause (vi) of the definition of “Pre-Closing Taxes”, an amount of income required to be included under Section 951(a)(1) or 951A(a) of the Code with respect to any Straddle Period of a Company Subsidiary that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) (a “CFC”) in which the Company was a “United States shareholder” (within the meaning of Section 951(b) of the Code)...

Straddle Period Allocations. For purposes of this Agreement, any Taxes for any Straddle Period of any Newspaper Sub or with respect to the Business or any Transferred Asset shall be apportioned between the portion of such Straddle Period ending as of the end of the Closing Date and the portion of the Straddle Period beginning as of the day after the Closing Date as follows: (i) any such property, ad valorem and similar Taxes shall be apportioned based on the relative number of days in each such portion of such Straddle Period, and (ii) any such Taxes not described in clause (i) above shall be apportioned by means of an interim closing of the books as of the end of the Closing Date.

Straddle Period Allocations. For purposes of this Agreement, (i) Taxes (other than Property Taxes) imposed on or with respect to the Sellers’ Business, the Purchased Assets or the Assumed Liabilities with respect to a taxable period that commences prior to and includes (but does not end on) the Closing Date (a “Straddle Period”) shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on a “closing of the books” method as of the end of the Closing Date; provided that that exemptions, allowances or deductions that are calculated on an annual basis shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period; and (ii) Property Taxes for any Straddle Period shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period.

Straddle Period Allocations. To the extent permissible under applicable Law, the Parties hereto agree to elect to have the taxable year of the Group Companies end on the Closing Date. The Parties hereto agree that to the extent required to determine the amount of Taxes payable for a Straddle Period that are attributable to the Pre-Closing Tax Period to use the following conventions: (i) the amount of any Taxes based on or measured by income, receipts, transactions, sales or payroll (including withholding) of a Group Company for the portion of the taxable period ending on the Closing 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 or non-U.S. entity in which the Group Company holds a beneficial interest shall be deemed to terminate at such time) and (ii) the amount of other Taxes of a Group Company for a Straddle Period that relates to the portion of the taxable period ending on the Closing Date 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 and including the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period Allocations. In the case of any Straddle Period, the amount of any Taxes of the Company and/or any Company Subsidiary not based upon or measured by income, activities, events, gain, receipts, proceeds, profits, payroll or similar items for the portion of such Straddle Period ending on and including the Closing Date will be deemed to be the amount of such Taxes for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. The amount of any other Taxes that relate to the portion of such Straddle Period ending on and including the Closing Date will be determined based on an interim closing of the books as of the close of business on the Closing Date; provided, however, that any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall be apportioned on a daily basis. Parent, the Company and the Securityholder Representative hereby agree, and shall take all commercially reasonable actions necessary to ensure, that the taxable year of the Company shall terminate at the close of business on the Closing Date for U.S. federal income tax purposes and, to the extent permitted by applicable Laws, for state and local tax purposes, and neither Parent, the Company, Surviving Corporation, the Securityholder Representative, or any Affiliate of the foregoing shall take any position contrary thereto, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.

Straddle Period Allocations. For all purposes under this Agreement (including, for the avoidance of doubt, the determination of Ames Indemnified Taxes and Venanpri Indemnified Taxes, the preparation of any Tax Return and the calculation of the Ames Closing Cash Consideration and/or the Venanpri Closing Cash Consideration), in the case of any Straddle Period, the portion of Taxes that are allocable to the Pre-Closing Tax Period will be: (i) the case of property Taxes and other Taxes imposed on a periodic basis without regard to income, payroll, gross receipts or sales, deemed to be (x) the amount of such Taxes for such entire Straddle Period, multiplied by (y) a fraction, the numerator of which is the number of calendar days in the portion of such Straddle Period ending on the end of the Closing Date and the denominator of which is the number of calendar days in such entire Straddle Period; and (ii) in the case of all other Taxes, including income Taxes, determined as though the taxable year or period of the Ames Target Company or Venanpri Target Company (as applicable) terminated at the end of the Closing Date (and in the case of any Taxes attributable to the ownership of any Equity Interest in any entity treated as a partnership, or other “flowthrough” entity for Tax purposes, as if the taxable period of such entity ended as of the end of the Closing Date).

Straddle Period Allocations. In the case of any Taxes that are imposed on the Company or any of its Subsidiaries with respect to a Straddle Period, (i) Property Taxes of the Company and any of its Subsidiaries allocable to the Pre-Closing Period shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of days in the entire Straddle Period; and (ii) Taxes (other than Property Taxes) of the Company and any of its Subsidiaries allocable to the Pre-Closing Period shall be computed as if such taxable period ended on and included the Closing Date; provided, that (i) exemptions, allowances or deductions that are calculated on an annual basis shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period ending after the Closing Date in proportion to the number of days in each such period and (ii)(A) all compensation expenses arising in connection with payments made to the Optionholders and Restricted Stock Unit Holders pursuant to Sections 1.03(a) and 1.03(b), respectively, and (B) all deductions attributable to the Transaction Expenses, shall be allocated to the Pre-Closing Period, in each case, to the extent permitted by applicable Law (at a “more likely than not” or greater standard) and except as required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or any similar provision of local, state or foreign law.