Straddle Period Determinations Clause Samples
Straddle Period Determinations. 10.1 Whenever it is necessary to determine the Tax Liability or Relief of a Group Company for any Straddle Period (including, but not limited to, any such determination required under paragraphs 2.1 and 9.1), the determination of the Tax Liability or Relief of such Group Company for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Completion Date shall be determined by assuming that the Straddle Period consisted of two accounting periods, one which ended at the close of the Completion Date and the other which began at the beginning of the day following the Completion Date and items of income, gain, deduction, loss or credit relevant to the determination of such Tax Liability or Relief for the Straddle Period shall be allocated between such two accounting periods on a “closing of the books basis” by assuming that the books were closed at the close of the Completion Date.
10.2 Notwithstanding paragraph 10.1, (i) any items of income, gain, deduction loss or credit attributable to any Event occurring on the Completion Date that are properly allocable to the portion of the Completion Date after Completion shall be allocated to the accounting period that is deemed to begin at the beginning of the day following the Completion Date, and (ii) exemptions, allowances or deductions relevant to the determination of such Tax Liability or Relief that are calculated on an annual basis shall be apportioned between such two accounting periods on a daily basis.
Straddle Period Determinations. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes of the Company for the portion of the Straddle Period ending on and including the Closing Date which are based on or measured by income or receipts of the Company shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other Taxes of the Company for the portion of the Straddle Period ending on and including the Closing Date shall 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 ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. The balance of the Taxes with respect to a Straddle Period shall be deemed to relate to the portion of the Straddle Period following the Closing Date.
Straddle Period Determinations. In the case of any taxable year or period that includes but does not end on the Closing Date (“Straddle Period”), the amount of (i) real, personal and intangible property Taxes (“Property Taxes”) that relate to a Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for such 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 Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) all other Taxes for the Pre-Closing Tax Period shall be determined based on actual closing of the books as if such taxable period ended as of the end of the Closing Date.
Straddle Period Determinations. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes of the Acquired Companies for the portion of the Straddle Period ending on and including the Closing Date that are based on or measured by income, gross or net sales, payroll or payments or receipts 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 any Acquired Company holds a beneficial interest will be deemed to terminate at such time), and the amount of other Taxes of the Acquired Companies for the portion of the Straddle Period ending on and including the Closing Date shall 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 ending on and including the Closing Date and the denominator of which is the number of days in such Straddle Period.