Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of the period ending on the Closing Date shall be: (i) in the case of Taxes that are either (y) based upon or related to income or receipts, or (z) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Seller ended with (and included) the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Seller, deemed to be the amount of such Taxes for the entire Straddle Period (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 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 period

Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending before the period ending on the Closing Date Effective Time shall be: (ia) in the case of Taxes that are either (yi) based upon or related to income or receipts, or (zii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Seller Company and its Subsidiaries ended with (and included) immediately before the Closing DateEffective Time; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including immediately before the Closing Date Effective Time and the period beginning after at the Closing Date Effective Time in proportion to the number of days in each period; and (iib) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the SellerCompany or any Subsidiary, deemed to be the amount of such Taxes for the entire Straddle Period (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 calendar days in the portion of the period ending on and including immediately before the Closing Date Effective Time and the denominator of which is the number of calendar days in the entire period.

Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending before the period ending on the Closing Date Effective Time shall be: (ia) in the case of Taxes that are either (yi) based upon or related to income or receipts, receipts or (zii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Seller Company and its Subsidiaries ended with (and included) immediately before the Closing DateEffective Time; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including immediately before the Closing Date Effective Time and the period beginning after at the Closing Date Effective Time in proportion to the number of days in each period; and (iib) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the SellerCompany or any Subsidiary, deemed to be the amount of such Taxes for the entire Straddle Period (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 calendar days in the portion of the period ending on and including immediately before the Closing Date Effective Time and the denominator of which is the number of calendar days in the entire period.