Common use of Straddle Period Tax Allocation Clause in Contracts

Straddle Period Tax Allocation. The Member and Purchaser will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Member for the period up to and including the close of business on the Closing Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any Taxes measured by income, receipts or payroll deductions attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) and other Taxes shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Straddle Period Tax Allocation. The Member Shareholder and Purchaser will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a ““ Straddle PeriodPeriod ”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Member Shareholder for the period up to and including the close of business on the Closing Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes measured by income, receipts or payroll deductions attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) and other Taxes shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Straddle Period Tax Allocation. The Member Seller and the Purchaser will, unless prohibited by applicable any Requirement of Law, close the taxable period of the Company as of the close of business on the Closing DateEffective Time. If applicable law does not permit the Company to close its taxable year on as of the Closing Date Effective Time or in any case in which a Tax is Taxes are assessed with respect to a taxable period which includes the Closing Date Effective Time (but does not begin or end on that dayas of such time) (a “"Straddle Period”"), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Member Seller for the period up to and including the close of business on day preceding the Closing Date, Date and (ii) to the Purchaser for the period subsequent to beginning on the Closing Date. Any allocation of income or deductions required to determine any Taxes measured by income, receipts or payroll deductions attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing DateEffective Time, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) and other Taxes shall be allocated between the period ending on at the Closing Date Effective Time and the period after beginning on the Closing Date Effective Time in proportion to the number of days in each such period, and provided further that property Taxes whose lien date is prior to the Closing Date shall be allocated to the period prior to the Closing Date.

Straddle Period Tax Allocation. The Member Shareholder and Purchaser will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Member Shareholder for the period up to and including the close of business on the Closing Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes measured by income, receipts or payroll deductions attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) and other Taxes shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Straddle Period Tax Allocation. The Member Sellers and Purchaser the Acquired Subsidiaries will, unless prohibited by applicable Law, close the taxable period of the Company Acquired Subsidiaries as of the close of business on the Closing DateEffective Time. If applicable law Law does not permit the Company an Acquired Subsidiary to close its taxable year on at the Closing Date Effective Time or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date Effective Time (but does not begin or end on at that daytime) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Member Sellers for the period up to and including the close of business on the Closing DateEffective Time, and (ii) to Purchaser Purchasers for the period subsequent to the Closing DateEffective Time. Any allocation of income or deductions required to determine any Taxes measured by income, receipts or payroll deductions attributable to a Straddle Period shall be made by means of a closing of the books and records of Sellers and the Company Subsidiaries as of the close of the Closing DateEffective Time, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) and other Taxes shall be allocated between the period ending on the Closing Date Effective Time and the period after the Closing Date Effective Time in proportion to the number of days in each such period.

Straddle Period Tax Allocation. The Member and Purchaser Company will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Effective Date. If applicable law Law does not permit the Company to close its taxable year on the Closing Effective Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Effective Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Member Seller for the period up to and including the close of business on the Closing Effective Date, and (ii) to Purchaser for the period subsequent to the Closing Effective Date. Any allocation of income or deductions required to determine any Taxes measured by income, receipts or payroll deductions attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Effective Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) and other any ad valorem or property Taxes of the Company shall be allocated between the period ending on the Closing Effective Date and the period after the Closing Effective Date in proportion to the number of days in each such period over the total number of days in the entire straddle period.

Straddle Period Tax Allocation. The Member and Purchaser Company will, unless prohibited by applicable Law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law Law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Member Selling Stockholders for the period up to and including the close of business on the Closing Date, Date and (ii) to Purchaser for the period subsequent to the Closing Date. .. Any allocation of income or deductions required to determine any Taxes measured by income, receipts or payroll deductions attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) and other Taxes shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.