Common use of Straddle Period Tax Returns Clause in Contracts

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree to elect to have each Tax year of the Companies and the Companies’ Subsidiaries end on the Closing Date and, if such election is not permitted or required in a jurisdiction such that the Companies and/or any Companies’ Subsidiaries is required to file a Tax Return for a Straddle Period, the parties agree to use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (A) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (B) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree to SXE shall elect to have each Tax year taxable period of the Companies and Contributed Entities (other than the Companies’ Subsidiaries end on TexStar JV Entities) during which the Closing Date occurs end at the end of the Closing Date (and shall use commercially reasonable efforts to cause the TexStar JV Entities to do likewise) and, if such election is not permitted or required in a jurisdiction such that any of the Companies and/or any Companies’ Subsidiaries Contributed Entities is required to file a Tax Return for a Straddle Period, the parties agree to SXE shall use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Pre-Closing DateTax Period: (Ai) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Pre-Closing Tax Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (Bii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes and other transaction based Taxes), the amount attributable to the portion of the Straddle Pre-Closing Tax Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (Bii), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the Pre-Closing Tax Period by multiplying the amount of such item for the entire Straddle Period by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date based on and the relative number denominator of days in such portion of the Straddle Period as compared to which is the number of days in the entire Straddle Period, with such reasonable adjustments as may be necessary to appropriately take the items into account (e.g., to appropriately reflect the period during which depreciable property was in service).

Straddle Period Tax Returns. To The Purchaser shall, at the extent permissible under applicable LawsPurchaser’s expense, prepare and file, or cause to be prepared and filed, any Tax Returns required to be filed by the parties agree to elect to have each Tax year of the Companies and the Companies’ Company or its Subsidiaries for any taxable periods which include (but do not end on on) the Closing Date and(“Straddle Periods”) (such Tax Returns, if “Straddle Period Tax Returns”) and the Purchaser shall pay, or cause to be paid, all Taxes with respect to such election is not permitted or required in a jurisdiction Straddle Period Tax Returns, subject to the Stockholders’ obligation for the Taxes of such that the Companies and/or any Companies’ Subsidiaries is required to file a Tax Return for a Straddle Period, the parties agree to use the following conventions for determining the amount of Taxes Period attributable to the portion of the Straddle Period ending on the Closing Date: (A, as determined in accordance with Section 7.7(c) in and subject to Section 7.7(j). Such Straddle Period Tax Returns shall be prepared on a basis consistent with Section 7.7(j) and the case Tax Returns previously filed by the Company and its Subsidiaries, unless otherwise required by applicable Tax Law. The Purchaser shall provide a copy of property Taxes each Straddle Period Tax Return together with copies of any relevant supporting schedules, work papers and other similar Taxes imposed on documentation that are reasonably requested by the Stockholder Representative, and a periodic basis, sufficiently detailed statement certifying the amount of any Taxes of a Straddle Period attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying (the Taxes for the entire “Pre-Closing Taxes”) shown on such Straddle Period Tax Returns, if any, that may be chargeable to the Stockholders (the “Tax Statement”) to the Stockholder Representative for review and comment at least fifteen (15) days before such Straddle Period Tax Return is filed (taking into account any valid extensions) and shall consider in good faith any comments provided by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date Stockholder Representative. The Purchaser and the denominator of which is Stockholder Representative agree to consult and resolve in good faith any objections from the number of calendar days in the entire Straddle Period; and (B) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable Stockholder Representative with respect to the portion of the Straddle Period ending on Tax Returns or Pre-Closing Taxes. However, if the Closing Date Purchaser and the Stockholder Representative cannot resolve any such objections, the matter shall be determined as if the Companies and/or such Companies’ Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated referred to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle PeriodArbitrator for prompt resolution.

Straddle Period Tax Returns. To the extent permissible under applicable LawsApplicable Law, the parties agree to elect (and have each Target Company elect) to have each Tax year of the Target Companies and the Companies’ Subsidiaries end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Companies and/or any Companies’ Subsidiaries a Target Company is required to file a Tax Return for a Straddle Period, the parties agree to use utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (Ai) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying equal the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; provided that if as a result of the transactions contemplated by this Agreement, the value of any asset is reassessed for purposes of determining the amount of any property or other Tax, any resulting increase in Tax for such Straddle Period shall be treated as being solely with respect to the portion of the Straddle Period beginning on the date after the Closing Date; and (Bii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Subsidiaries applicable Target Company or the Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (Bii), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; and (B) the parties shall use the conventions provided for in Section 5.10(a)(iv) with respect to allocating the deductions for Seller Expenses and for purposes of allocating items resulting from a transaction engaged in on the Closing Date, but after the Closing, that is outside of the ordinary course of business. The Sellers shall pay or cause to be paid to Purchaser any Indemnified Tax that are shown as due on a Straddle Period Tax Return prepared by Purchaser and provided to the Seller Representative in accordance with Section 5.10(a)(ii) no later than five (5) days before the due date with respect to any such Tax Return (but no earlier than three (3) days after receiving written demand for payment accompanied by a reasonable computation of the amount of Indemnified Taxes shown as due).

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree Buyer shall prepare or cause to elect be prepared and timely file or cause to have each be timely filed any Tax year Returns of the Companies Company and the Companies’ its Subsidiaries end on for Straddle Tax Periods that are required to be filed after the Closing Date and, if Date. Buyer shall prepare such election is not permitted or required in a jurisdiction such that Tax Returns consistent with the Companies and/or any Companies’ past practices of the Company and its Subsidiaries is required unless contrary to file a Tax Return for a Straddle Period, the parties agree applicable law. The Sellers shall pay to use the following conventions for determining the Buyer an amount of Taxes attributable equal to the portion of such Taxes of the Company and its Subsidiaries which relates to the portion of such Straddle Tax Period ending on the Closing Date: (A) ; provided, however, that the Sellers shall only be liable for Taxes in excess of the amounts included in the calculation of Net Working Capital. Any such payment for Taxes for any Straddle Tax Period shall be made by the Sellers to Buyer within five calendar days of the date when Buyer notifies the Seller Representative of an amount of such Taxes that are payable to the relevant Governmental Authority. For purposes of this Section 11.2, in the case of property any Taxes and other similar Taxes that are imposed on a periodic basisbasis and are payable for a Straddle Tax Period, the amount attributable portion of such Tax which relates to the portion of the Straddle Period such Tax period ending on the Closing Date shall (a) in the case of any Tax other than Taxes based upon or related to income or receipts, be determined by multiplying deemed to be the Taxes amount of such Tax for the entire Straddle Period Tax period multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; Tax period, and (Bb) in the case of all other Taxes (including any Tax based upon or related to income Taxes, sales Taxes, employment Taxes, withholding Taxes), or receipts be deemed equal to the amount attributable to which would be payable if the portion of the Straddle Period ending relevant Tax period ended on the Closing Date Date. Any credits relating to a Straddle Tax Period shall be determined taken into account as if though the Companies and/or such Companies’ Subsidiaries filed a separate relevant Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day period ended on the Closing Date using Date. All determinations necessary to give effect to the foregoing allocations shall be made in a “closing manner consistent with prior practice (to the extent permitted by law) of the books methodologyCompany and its Subsidiaries.” For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Straddle Period Tax Returns. To The Parties shall, unless prohibited by applicable Law, close the extent permissible under applicable Laws, the parties agree to elect to have each Tax year taxable period of the Companies and members of the Companies’ Subsidiaries Company Group as of the end of the Closing Date. If applicable Law does not permit such closing of a taxable period, then in the case of Taxes that are payable with respect to any taxable period beginning on or before the Closing Date andand ending after the Closing Date (each such period, if such election is not permitted or required in a jurisdiction such that the Companies and/or any Companies’ Subsidiaries is required to file a Tax Return for a “Straddle Period”), the parties agree to use the following conventions for determining the amount portion of Taxes attributable any such Tax that is allocable to the portion of the Straddle Period taxable period ending on the Closing DateDate shall: (Ai) in the case of property Taxes and other similar Taxes imposed on a periodic basisthat are based upon income, receipts, transactions or payroll, be deemed equal to the amount attributable to the portion which would be payable as determined based upon an interim closing of the Straddle Period ending books as if the taxable period ended on the Closing Date shall Date; and (ii) in the case of any other Taxes (such as property taxes) be determined by multiplying deemed equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (B) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” . For purposes of clause (Bthis Section 11.1(a), any item determined on an annual or periodic basis (including amortization and depreciation deductions) for income Tax purposes shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of calendar days in such portion of the Straddle Period as compared to the number of calendar days in the entire Straddle Period.

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties Parties agree to elect to have each Tax year of the Companies Company and the Companies’ its Subsidiaries end on the Closing Date and, if such election is not permitted or required in a jurisdiction such that the Companies and/or any Companies’ Company and its Subsidiaries is are required to file a Tax Return for a Straddle Period, the parties Parties agree to use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (A) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (B) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Company and its Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree to elect to have each Tax year of the Companies and the Companies’ Subsidiaries end on the Closing Date and, if such election it is not permitted or required in a jurisdiction to elect (which election shall be made, if permitted) to have each Tax year of the Company and its Subsidiaries end on the Closing Date, such that the Companies Company and/or any Companies’ of its Subsidiaries is required to file a Tax Return for a Straddle Period, the parties agree to use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (Ai) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (Bii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, Taxes and withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies applicable Company and/or such Companies’ Subsidiaries its Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause the foregoing, (B), A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item of income, gain, loss, deduction or credit resulting from a Parent Closing Date Transaction shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (C) any item of deduction attributable to any Transaction Deductions shall be allocated to the portion of the Straddle Period ending on the Closing Date.

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree to Company shall elect to have each Tax year taxable period of the Companies and Contributed Entities (other than SXE) during which the Companies’ Subsidiaries Closing Date occurs end on at the end of the Closing Date and, if such election is not permitted or required in a jurisdiction such that any of the Companies and/or any Companies’ Subsidiaries Contributed Entities is required to file a Tax Return for a Straddle Period, the parties agree to Company shall use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Pre-Closing DateTax Period: (Ai) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Pre-Closing Tax Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (Bii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes and other transaction based Taxes)) to the extent the Contributed Entity’s Organizational Documents permit, the amount attributable to the portion of the Straddle Pre-Closing Tax Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” ”; provided, however, with respect to SXE, the amount of federal and state income Taxes shall be allocated based on a pro rata basis using the conventions set forth in the SXE Partnership Agreement. For purposes of clause (Bii), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the Pre-Closing Tax Period by multiplying the amount of such item for the entire Straddle Period by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date based on and the relative number denominator of days in such portion of the Straddle Period as compared to which is the number of days in the entire Straddle Period, with such reasonable adjustments as may be necessary to appropriately take the items into account (e.g., to appropriately reflect the period during which depreciable property was in service).

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree it is not permitted or required in a jurisdiction to elect to have each Tax year of the Target Companies and the Companies’ their respective Subsidiaries end on the Closing Date andDate, if such election is not permitted or required in a jurisdiction such that the Target Companies and/or any Companies’ of their respective Subsidiaries is required to file a Tax Return for a Straddle Period, the parties agree to use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (Ai) in the case of property Taxes and other similar Taxes or items imposed on a an annual or periodic basisbasis (including amortization and depreciation deductions), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (Bii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, Taxes and withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies applicable Target Company and/or such Companies’ Subsidiaries its Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause the foregoing, (B)A) any Tax or item of income, any item determined on an annual gain, loss, deduction or periodic basis (including amortization and depreciation deductions) credit resulting from a Buyer Closing Date Transaction shall be allocated to the portion of the Straddle Period ending beginning on the day after the Closing Date based on and (B) any item of deduction attributable to any Transaction Deductions shall be deducted consistent with the relative number of days conventions set forth in such portion of the Straddle Period as compared to the number of days in the entire Straddle PeriodSection 8.6(a).

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree Acquirer shall prepare or cause to elect to have each be prepared all Tax year Returns of the Companies and Company for any Taxable period of the Companies’ Subsidiaries end Company that begins on or before the Closing Date and, if such election and ends after the Closing Date (“Straddle Period”). Whenever it is not permitted or required in a jurisdiction such that necessary to determine the Companies and/or any Companies’ Subsidiaries is required to file a Tax Return liability for Taxes of the Company for a Straddle Period, the parties agree to use determination of the following conventions Taxes of the Company for determining the amount of Taxes attributable to the portion of the Straddle Period ending on included in a Pre-Closing Tax Period shall be determined: (i) by assuming in the case of Taxes that are either based upon or related to income or receipts or imposed in connection with any sale of property or in connection with payroll payments, that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date: , and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two (A2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date; provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as property Taxes and depreciation deductions, shall be apportioned between such two (2) taxable years or periods on a daily basis; provided, further, that all items of loss or expense deductible by the Company as a result of the transactions contemplated hereby, including deductions related to Company Transaction Expenses shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable law; and (ii) in the case of property all other Taxes and other similar Taxes imposed on a periodic basisof the Company, by taking the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the such Taxes for the entire Straddle Period and multiplying such amount by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and period. Notwithstanding anything to the contrary in this Agreement, the Effective Time Holders shall, in accordance with Article VIII, cause to be released to Acquirer from the Escrow Fund (B) in or pay to the Acquirer, as the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to may be) the portion of the Straddle Period ending amount of Taxes shown as due on such Tax Returns for any Pre-Closing Tax Period, as reasonably determined by Acquirer (reduced by any Taxes expressly included in Working Capital or that have been otherwise taken into account in the Closing Date shall be determined as if calculation of the Companies and/or such Companies’ Subsidiaries filed a separate Tax Return with respect Total Merger Consideration) at least ten (10) days prior to the date such Taxes for are required by law to be paid to the portion of applicable Governmental Entity and the Company shall timely pay all amounts shown on the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated Tax Returns to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodapplicable Governmental Entity.

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree it is not permitted or required in a jurisdiction to elect to have each Tax year of the Companies Company and the Companies’ its Subsidiaries end on the Closing Date andDate, if such election is not permitted or required in a jurisdiction such that the Companies Company and/or any Companies’ of its Subsidiaries is required to file a Tax Return for a Straddle Period, the parties agree to use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (Ai) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (Bii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, Taxes and withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies applicable Company and/or such Companies’ Subsidiaries its Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause the foregoing, (B), A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item of income, gain, loss, deduction or credit resulting from a Purchaser Closing Date Transaction shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (C) any item of deduction attributable to any Transaction Deductions shall be allocated to the portion of the Straddle Period ending on the Closing Date.

Straddle Period Tax Returns. To For purposes of determining the Taxes attributable to a Pre-Closing Tax Period, to the extent permissible under applicable Laws, the parties agree to elect (and have each Company Entity elect) to have each Tax year of the Companies and the Companies’ Subsidiaries such Company Entity end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Companies and/or any Companies’ Subsidiaries such Company Entity is required to file a Tax Return for a Straddle Period, the parties agree to use utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (Ai) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period;; and (Bii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Subsidiaries Company Entity filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (Bii), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item resulting from a transaction engaged in by the Company Entities on the Closing Date but after the Closing will be treated as occurring on the day immediately following the Closing Date; and (C) any items resulting from the accrual or payment of any Seller Transaction Expenses or Indebtedness as being incurred on the Closing Date.

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties Parties agree to elect (and have the Company elect) to have each Tax year of the Companies and the Companies’ Subsidiaries Company end on the Closing Date and, if such election is not permitted or required in a jurisdiction such that the Companies and/or any Companies’ Subsidiaries Company is required to file a Tax Return for a Straddle Period, the parties Parties agree to use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (Ai) in the case of property any Taxes and based on or measured by income, gain, profits, receipts or net worth of the Company, or any employment, social security, use or other similar Taxes, or any sales, withholding or similar transaction-based Taxes, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined based on an interim closing of the books as if the Company filed a separate Tax Return with respect to such Taxes imposed for the portion of the Straddle Period ending as of the end of the day on a periodic basisthe Closing Date and (ii) in the case of any other Tax, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (B) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” . For purposes of clause (Bi), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Straddle Period Tax Returns. To the extent permissible under applicable Laws, the parties agree to elect (and have the Company and each Company Subsidiary elect) to have each Tax year of the Companies Company and the Companies’ Company Subsidiaries end on the Closing Date and, if such election is not permitted or required in a jurisdiction such that the Companies and/or any Companies’ Company and the Company Subsidiaries is are required to file a Tax Return for a Straddle Period, the parties agree to use the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (Ai) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (Bii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Companies and/or such Companies’ Company and the Company Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (Bii), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.