Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. For all purposes under this Agreement, 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, in the case of any Straddle Period for Income Taxes, at the end of the Closing Date, and in the case of any other Straddle Period, at the end of the day before the Closing Date, shall be: (a) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Seller (without regard, in any event, to income, gross receipts, sales or use), 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 Straddle Period ending at the end of the day before 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 any other Taxes, deemed equal to the amount that would be payable if the Tax period of the Seller ended, in the case of any Straddle Period for Income Taxes, at the end of the Closing Date, and in the case of any other Straddle Period, at the end of the day before the Closing Date.

Straddle Period Taxes. For all purposes under of this Agreement, in whenever it is necessary to determine the case liability for Taxes of Taxes that are payable with respect to any the Company and its Subsidiaries for a portion of a Straddle Period, the portion of any such Taxes that is attributable to the portion of the period ending, : (i) in the case of any Straddle Period for Income Taxes, at the end of the Closing Date, and in the case of any Taxes other Straddle Period, at the end of the day before the Closing Date, shall be: (a) in the case of than Taxes that are imposed on a periodic basis with respect based upon or related to the assets income or capital of the Seller (without regard, in any event, to income, gross receipts, sales or use), such Tax shall be deemed to be the amount of such Taxes Tax 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), Taxable period multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of during the Straddle Period ending at that are in the end of the day before the Pre-Closing DateTax Period or Post-Closing Tax Period, as applicable, and the denominator of which is the number of calendar days in the entire Straddle Period; and (bii) in all other Taxes for the Pre-Closing Tax Period or Post-Closing Tax Period, as the case of any other Taxesmay be, deemed equal to the amount shall be determined by assuming that would be payable if the Tax period for purposes of the Seller endedPre-Closing Tax Period, in the case of any Straddle Period for Income Taxes, Company and its Subsidiaries had a taxable year or period that ended at the end close of the Closing Date, Date and in for purposes of the case of any other Straddle Post-Closing Tax Period, the Company and its Subsidiaries had a taxable year or period that began at the end beginning of the day before after the Closing Date; 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 between the period Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each period.

Straddle Period Taxes. For all purposes under this AgreementTaxes for any Straddle Tax Period of an Acquired Entity shall be allocated between the period ending on the Closing Date and the period beginning on the day after the Closing Date, in the case of Taxes that are payable as follows: (i) with respect to any Straddle Periodreal property Taxes, personal property Taxes and similar ad valorem Taxes, the portion of any such Taxes that is attributable amount allocable to the portion of the period ending, in the case of any Straddle Period for Income Taxes, at the end of ending on the Closing Date, and in the case of any other Straddle Period, at the end of the day before the Closing Date, Date shall be: (a) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Seller (without regard, in any event, to income, gross receipts, sales or use), deemed to be equal the amount of such Taxes for the such entire Straddle Tax 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 during the Straddle Tax Period that are in the portion of the such Straddle Tax Period ending at the end of the day before on the Closing Date, Date and the denominator of which is the number of calendar days in the entire Straddle Tax Period; and , and (bii) with respect to all other Taxes, the amount allocable to the portion of the period ending on the Closing Date shall be determined based on an actual closing of the books used to calculate such Taxes as if such tax period ended as of the close of business on the Closing Date (and for such purpose, the tax period of any partnership or other pass-through entity in which any Acquired Entity holds a beneficial interest shall be deemed to terminate at such time). In the case of any other Taxesclause “(ii)” of the preceding sentence, deemed equal exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date was the last day of the Straddle Tax Period) shall be allocated between the portion of the Straddle Tax Period ending on the Closing Date and the portion of the Straddle Tax Period thereafter in proportion to the amount that would be payable if the Tax period number of the Seller ended, days in the case of any Straddle Period for Income Taxes, at the end of the Closing Date, and in the case of any other Straddle Period, at the end of the day before the Closing Dateeach such portion.

Straddle Period Taxes. For all purposes under this Agreement, in In the case of Taxes that are payable with respect to any Straddle Perioda taxable period that begins before the Closing Date and ends after such date, the portion of any such Taxes Tax that is attributable allocable to the portion of the period ending, in the case of any Straddle Period for Income Taxes, at the end of ending on the Closing Date, and in the case of any other Straddle Period, at the end of the day before the Closing Date, Date shall be: (a) in the case of Taxes that are either (A) based upon or related to income or receipts (other than premiums), or (B) 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 if the taxable period ended on the Closing Date (based upon an interim closing of the books as of such date); and (b) in the case of Taxes imposed on a periodic basis with respect to the assets or capital of the Seller (without regardAcquired Companies, in or otherwise measured by the level of any event, to income, gross receipts, sales or use)item, deemed to be the amount of such Taxes for the entire Straddle Period 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, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period period ending at the end of the day before on the Closing Date, Date and the denominator of which is the number of calendar days in the entire Straddle Periodperiod; and (bc) in the case of any other TaxesTaxes imposed on the basis of gross premiums, deemed equal to the amount of Taxes that would be payable if based upon the Tax period amount of the Seller ended, in the case of any Straddle Period for Income Taxes, at the end premium written as of the Closing Date, and in the case of any other Straddle Period, at the end of the day before the Closing Date.