Common use of Straddle Period Clause in Contracts

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to the portion of the Straddle Period that ends on and includes the Closing Date for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All Taxes in the form of interest or penalties that relate to Taxes for any Tax period (or portion thereof) ending on or before the Closing Date shall be treated as occurring in a Tax period (or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.

Straddle Period. In the case For purposes of Taxes that are payable with respect to a Straddle Periodthis Section 5.7, the portion of Tax with respect to the income, property or operations of the Acquired Companies that is attributable to any such Taxes Tax period that are allocated to begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the portion of the Straddle Period that ends on and includes extends before the Closing Date for purposes through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement shall be: Section 5.7.5. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of Taxes: (i) any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon, on or related to, measured by income, receiptsreceipts or profits earned during a Straddle Period, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required be deemed to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Taxes Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period. All Taxes in , be deemed equal to the form of interest or penalties amount that relate to Taxes for any Tax period (or portion thereof) ending would be payable if the Straddle Period ended on or before the Closing Date shall be treated as occurring in a Tax period (or portion thereof) that ends on or before and included the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the . The portion of Tax attributable to a Post-Closing DateStraddle Period will be calculated in a corresponding manner.

Straddle Period. In For purposes of this Agreement, whenever it is necessary to determine the case liability for Taxes of Taxes that are payable with respect to a the Acquired Entities for any Straddle Period, the portion determination of any such Taxes that are allocated to for the portion of the Straddle Period that ends on and includes through the end of the Closing Date shall be determined as follows: (i) In the case of any real property, personal property and any similar ad valorem Tax, such Tax shall be equal to the total amount of such Taxes for purposes of this Agreement shall be: the entire Straddle Period (a) or, in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of such Taxes which would be payable if the taxable year ended with the Closing Date; provided that exemptions, allowances or deductions that are calculated determined on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxesarrears basis, the amount of such Taxes for the entire period immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period that are in the period ending on and including the Closing Date Date, and the denominator of which is the total number of calendar days in the entire Straddle Period. All ; and (ii) In the case of either (i) Income Taxes in the form of interest or penalties (ii) Taxes that relate to Taxes for any Tax period (or portion thereof) ending are based on or before measured by withholding, payroll, sales, transfers or assignments or any deemed sales, transfers or assignments of property (real or personal, tangible or intangible), on a “closing of the books” basis by assuming the Straddle Period consisted of two (2) taxable periods, one which ended at the close of the Closing Date shall be treated as occurring in a Tax period (or portion thereof) that ends on or before and the other which began at the beginning of the day following the Closing Date; provided, whether that any Transaction Tax Deductions that are properly deductible in a Straddle Period pursuant to the standards described in Section 5.8(a)(iii) shall be allocated to the Pre-Closing Tax Period prior to the deemed closing of the books. (iii) In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 5.8(b) shall be computed by reference to the level of such items are incurredon the Closing Date. The Parties hereto will, accruedto the extent permitted by applicable Law, assessed or similarly charged on, before or after elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of the Closing Date.

Straddle Period. (a) In the case of Taxes of the Company and its Subsidiaries that are payable with respect to a any Straddle Period, the portion of any such Taxes that are allocated to the portion of the Straddle treated as Taxes for a Pre-Initial Closing Tax Period that ends on and includes the Closing Date for purposes of this Agreement shall be: be (ai) in the case of Taxes: Taxes (iA) based upon, or related to, income, receipts, profits, wages, capital, payroll capital or net worth; , (iiB) imposed in connection with the sale, transfer, transfer or assignment of property; property or (iiiC) required to be withheld, deemed equal to the amount of Taxes which would be payable if the taxable year ended with as of the close of business on the Initial 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right parties shall elect to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained so if permitted by the payment of such Taxapplicable Law; and (bii) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Initial Closing Date and the denominator of which is the number of days in the entire Straddle Period. (b) Any credit or refund resulting from an overpayment of Taxes (and associated interest) for a Straddle Period shall be attributed to the portion of the Straddle Period ending on the Initial Closing Date and/or the portion of the Straddle Period beginning after the Initial Closing Date based upon the method employed in Section 7.02(a) taking into account the type of Tax to which the credit or refund relates. All Taxes in In the form case of interest or penalties that relate to Taxes for any Tax period paid based upon or measured by capital (including net worth or portion thereoflong-term debt) ending on or before the Closing Date intangibles, any amount thereof required to be apportioned under Section 7.02(a) shall be treated as occurring in a Tax period (or portion thereof) that ends on or before computed by reference to the Closing Date, whether level of such items are incurred, accrued, assessed or similarly charged on, before or after on the Initial Closing Date.

Straddle Period. In the case of Taxes of the Company that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are allocated to the portion of the Straddle Company which relate to a Pre-Closing Tax Period that ends on and includes the Closing Date for purposes of this Agreement shall be: : (a) in the case of Taxes: Taxes (i) based upon, or related to, income, receipts, profits, wages, capital, payroll capital or net worth; , (ii) imposed in connection with the sale, transfer, transfer or assignment of property; , or (iii) required to be withheld, the amount of such Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be determined based on an interim closing of the period during which books as of the income, operations, assets or capital comprising close of business on the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such TaxClosing Date; and and (b) in the case of other Taxes, the amount of such Taxes of the Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All Taxes . (c) For purposes of clause (a), any item determined on an accrual or periodic basis (including amortization and depreciation deductions and the effect of graduated rates), other than with respect to property placed in service after the form Closing, shall be allocated to the portion of interest or penalties that relate to Taxes for any Tax period (or portion thereof) the Straddle Period ending on or before the Closing Date based on the mechanics set forth in clause (a) for periodic Taxes. (d) This Section 6.02 shall be treated as occurring in a Tax period (or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Datenot apply to Transfer Taxes.

Straddle Period. In To the case extent it is necessary for purposes of this Agreement to determine the allocation of Taxes that are payable with respect (other than Transfer Taxes) attributable to a Straddle Period, the portion of any such Taxes that are allocated to the portion of the Straddle Period that ends on and includes the Closing Date for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of any property, ad valorem and any other similar periodic Taxes which would be payable if the taxable year ended with 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 portion of the period ending on Acquired Entities or the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, JV Entities (for the avoidance of doubt, whether any franchise Tax that are not based on income, receipts, services or transactions, including sales, use, withholding, payroll or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company employment Taxes) for a Straddle Period that relates to the Pre-Closing Tax Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right deemed to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, be the amount of such Taxes for the entire taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period taxable period ending on the Closing Date and the denominator of which is the number of days in the entire such Straddle Period. All , (ii) the amount of any other Taxes shall be determined based on an interim closing of the books as of the end of the day on the Closing Date (and for such purpose, the taxable period of any partnership in which any of the Acquired Entities holds a beneficial interest shall be deemed to terminate at such time) and (iii) the amount of Taxes in the form of interest or penalties that relate to Taxes for any Tax period (or portion thereof) ending on or before the Closing Date shall be treated as occurring in attributable to the portion of the period ending on the Closing Date to the extent relating to a Tax for such period (or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date; provided that (A) exemptions, allowances or deductions that are calculated on an annual basis 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 (B) clause (iii) of this Section 8.05 shall not apply for purposes of determining the amount of Specified Income Taxes, Net Working Capital or any other amount included in the Purchase Price.

Straddle Period. In the case For purposes of Taxes that are payable with respect to a Straddle Periodthis Agreement, the portion of any such Taxes that are allocated Tax with respect to the portion income, property or operations of the Company and its Affiliates that is attributable to any Straddle Period will be apportioned between the period of the Straddle Period that ends on and includes extends before the Closing Date for purposes through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement shall be: Section 6.3. The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of Taxes: (i) any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon, on or related to, measured by income, receiptsreceipts or profits earned during a Straddle Period, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required be deemed to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Taxes Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All Taxes , and (ii) in the form case of interest any sales or penalties that relate to Taxes for use taxes, value- added taxes, employment taxes, withholding taxes, and any Tax period (or portion thereof) ending based on or before measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the Closing Date shall amount that would be treated as occurring in a Tax period (or portion thereof) that ends payable if the Straddle Period ended on or before and included the Closing Date. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, whether any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Dateaccounting period and not such Privilege Period.

Straddle Period. (a) With respect to any Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that shall be treated as attributable to a Pre-Closing Tax Period shall be: (i) in the case of Taxes of the Company and its Subsidiaries that (x) are based on income or receipts, or (y) imposed in connection with any direct or indirect 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 taxable year ended on (and included) the Closing Date; and (ii) in the case of all other Taxes (including property Taxes), deemed to be the amount of such Taxes for the entire 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 period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. (b) In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to the portion of the Straddle Period that ends on and includes the Closing Date for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as attributable to a Post-Closing Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of all such Taxes for other than the entire period multiplied by Taxes attributable to a fraction, the numerator of which is the number of days in the portion of the Straddle Pre-Closing Tax Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All Taxes in the form of interest or penalties that relate pursuant to Taxes for any Tax period (or portion thereof) ending on or before the Closing Date shall be treated as occurring in a Tax period (or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing DateSection 10.2(a).

Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are allocated to the portion of the Straddle Period that ends on and includes the treated as Pre-Closing Date Taxes for purposes of this Agreement shall be: : (a) in the case of Taxes: (i) Taxes based upon, or related to, income, income or receipts, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required deemed equal to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and and (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All Taxes in In the form case of interest or penalties that relate to Taxes for any Tax period based upon or measured by capital (including net worth or portion thereoflong-term debt) ending on or before the Closing Date intangibles, any amount thereof required to be allocated under this Section 6.03 shall be treated as occurring in a Tax period (or portion thereof) that ends computed by reference to the level of such items on or before the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and the Subsidiaries. The parties hereto will, whether such items are incurredto the extent permitted by applicable law, accrued, assessed or similarly charged on, before or after elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Period. In the case For purposes of determining a party’s indemnification obligations under Section 8.2 for Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes Tax that are allocated is allocable to the portion of the Straddle Taxable Period that ends ending on and includes the Closing Date for purposes of this Agreement shall will be: : (ai) in the case of Taxes: Taxes that are either (iA) based upon, upon or related to, income, to income or receipts, profits, wages, capital, payroll ; or net worth; (iiB) imposed in connection with the sale, transfer, any sale or other transfer or assignment of property; property (real or personal, tangible or intangible) (iii) required other than as provided under Section 5.4(c)), deemed equal to be withheld, the amount of Taxes which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable year Taxable Period ended with at the close of the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductionsit being understood that, except as required by applicable Law, all determinations necessary to effect the allocation described in this Section 5.4(a)(i) shall be allocated between made in a manner consistent with the portion prior practice of Seller Parent and its relevant Subsidiaries; and (ii) otherwise deemed to be the period ending on the Closing Date and the portion amount of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, such Taxes for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a entire Straddle Period shall (after giving effect to amounts which may be based on the period during which the incomededucted from or offset against such Taxes) (or, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxessuch Taxes determined on an arrears basis, the amount of such Taxes for the entire period immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All . (iii) Any credit or refund resulting from an overpayment of Taxes for a Straddle Period will be prorated based upon the method employed in this Section 5.4(a) taking into account the type of Tax to which the refund relates. (iv) In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 5.4(a) will be computed by reference to the level of such items immediately following the Closing, taking into account any changes in the form level of interest or penalties that relate to Taxes for any Tax period (or portion thereof) ending on or before the Closing Date shall be treated as occurring in a Tax period (or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or occurring as a result of the transactions contemplated by this Agreement but not taking into account any changes to the level of such items occurring as a result of actions taken after the Closing Datethat are outside the ordinary course of business and that are not expressly contemplated by this Agreement.

Straddle Period. In the case of Taxes that are payable with respect to a any Straddle Period, the portion amount of any such Taxes that are allocated imposed on a periodic basis with respect to the portion of the Straddle Period that ends on and includes the Closing Date for purposes of this Agreement shall be: Existing Loans (a) or other assets acquired in the case of Taxes: First Closing) and Acquired Assets (iother than any Tax described in Section 10.5(b), above) based upon, or related to, income, receipts, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required that relate to a Pre-Closing Tax Period will be deemed to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Taxes Tax for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period Taxable period ending on the applicable Closing Date and the denominator of which is the number of days in the entire such Straddle Period. All Seller shall be liable for the amount of such Taxes in that are attributable to the form portion of interest the applicable Straddle Period ending on and including the applicable Closing Date, and Buyer shall be liable for the amount of such Taxes that are attributable to the remaining portion of the applicable Straddle Period. If any such Taxes are paid by Seller or penalties that relate Buyer on behalf of the other, Seller and Buyer shall cooperate to Taxes promptly reimburse the other for any Tax period (or portion thereof) ending such Taxes based on or before their respective liability for such Taxes as determined pursuant to this Section 10.5(c). Any refunds of such Taxes with respect to a Straddle Period shall be apportioned between Seller and Buyer in a similar manner. Notwithstanding the forgoing, items attributable to any action taken by Xxxxx after the Closing Date shall that is not in the ordinary course of business will not be treated as occurring in attributable to a Pre-Closing Tax period (or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing DatePeriod.

Straddle Period. In the case of Taxes that are payable by the Acquired Company with respect to a any Straddle Period, the portion of any such Taxes that are allocated is attributable to the portion of the such Straddle Period that ends ending on and includes including the applicable Closing Date for purposes of this Agreement shall be: Exhibit B - 24 (ai) in the case of Taxes: Taxes that are (iA) based upon, upon or related to, income, to income or receipts, profits, wages, capital, payroll or net worth; (iiB) imposed in connection with the sale, transfer, any sale or other transfer or assignment of property; property (real or personal, tangible or intangible), (C) value added Taxes or (iiiD) required withholding Taxes, deemed equal to be withheld, the amount of Taxes which that would be payable if the applicable taxable year period ended with (and included) the applicable Closing Date; provided that the amount of exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be that are allocated between the portion of to the period ending on the applicable Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall deemed to be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Taxes exemptions, allowances or deductions for the entire period applicable Straddle Period, multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the applicable Straddle Period ending on the applicable Closing Date and the denominator of which is the number of calendar days in the entire applicable Straddle Period. All Taxes ; and (ii) in the form case of interest or penalties that relate all other Taxes, deemed to be the amount of such Taxes for any Tax period (or the entire applicable Straddle Period, multiplied by a fraction, the numerator of which is the number of calendar days in the portion thereof) of the applicable Straddle Period ending on or before and including the applicable Closing Date and the denominator of which is the number of calendar days in the entire applicable Straddle Period; provided, however, that Taxes shall be treated as occurring in a Tax due for the period (during which the base of such Taxes are determined without regard to whether the payment of such Taxes provides the right to business or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Dateother benefits for another period.

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes Tax that are allocated is allocable to the portion of the Straddle Period that ends taxable period ending on and includes including the Closing Date for purposes of this Agreement (the “Pre-Closing Straddle Period”) shall be: : (a) in the case of Taxes: (i) any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon, on or related to, measured by income, receiptsreceipts or profits earned during a Straddle Period (other than conveyances pursuant to this Agreement), profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required be deemed equal to be withheld, the amount of Taxes which that would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable year Straddle Period ended with on and included the Closing Date; provided that exemptions, allowances but excluding Taxes resulting from any act or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion transaction of the period ending Purchaser or the Company occurring on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date that is not in proportion to the number ordinary course of days in each periodbusiness; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and and (b) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes), be deemed to be the amount of such Taxes Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All Taxes in the form . (c) Any credit or refund resulting from an overpayment of interest or penalties that relate to Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 7.01 taking into account the type of Tax to which the refund relates. In the case of any Tax period based upon or measured by capital (including net worth or portion thereoflong term debt) ending on or before the Closing Date intangibles, any amount thereof required to be allocated under this Section 7.01 shall be treated as occurring in a Tax period (or portion thereof) that ends computed by reference to the level of such items on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after . All determinations necessary to effect the Closing Dateforegoing allocations shall be made in a manner consistent with prior practice of the Company.

Straddle Period. In the case For all purposes of Taxes that are payable with respect to a Straddle Periodthis Agreement, the portion of Tax with respect to the income, property or operations of the Acquired Companies that is attributable to any such Taxes Tax period that are allocated to begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the portion of the Straddle Period that ends on and includes extends before the Closing Date for purposes through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement shall be: Section 5.4.5. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of Taxes: (i) any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon, on or related to, measured by income, receiptsreceipts or profits earned during a Straddle Period, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required be deemed to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Taxes Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period. All Taxes in , be deemed equal to the form of interest or penalties amount that relate to Taxes for any Tax period (or portion thereof) ending would be payable if the Straddle Period ended on or before the Closing Date shall be treated as occurring in a Tax period (or portion thereof) that ends on or before and included the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the . The portion of Tax attributable to a Post-Closing DateStraddle Period will be calculated in a corresponding manner.

Straddle Period. In the case For purposes of Taxes that are payable with respect to a Straddle Periodthis Agreement, the portion of any such Taxes that are allocated attributable to the portion income, property or operations of the Company or Holdco for any taxable period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) will be apportioned between the period of the Straddle Period that begins before the Closing Date and ends on and includes the Closing Date for (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that begins the day after the Closing Date and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 6.04. For purposes of this Agreement Section 6.04, the portion of Taxes attributable to a Pre-Closing Straddle Period shall be: (a) in the case of Taxes: Taxes (i) based upon, or related to, income, receipts, profits, wages, capital, payroll capital or net worth; , (ii) imposed in connection with the sale, transfer, transfer or assignment of property; , or (iii) required to be withheld, deemed equal to the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is the number of days in the entire period. The portion of Taxes attributable to a Post-Closing Straddle Period. All Taxes in the form of interest or penalties that relate to Taxes for any Tax period (or portion thereof) ending on or before the Closing Date Period shall be treated as occurring calculated in a Tax period (or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Datecorresponding manner.

Straddle Period. In the case (i) Except as provided in clause (ii) of this Section 8.7, any Taxes that are payable (or refunds of Taxes) for a Straddle Period with respect to a Straddle Period, the portion of any such Taxes that are allocated to Company shall be apportioned between the portion of the Straddle Period that ends on and includes the Closing Date for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning Straddle Period commencing on the day immediately after following the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed based on the actual operations of the Company for by a closing of the books of the Company, as if the Closing Date were the end of a taxable year, and each such portion of such Straddle Period shall be based on the deemed to be a taxable period during which the income, operations, assets (whether or capital comprising the base of such Tax not it is measured, regardless of whether the right to do business for another period is obtained by the payment of such Taxin fact a taxable period); and or (bii) in the case of other any Taxes (or refunds of Taxes) imposed on a periodic basis (e.g., any real property, personal property or similar ad valorem Taxes) that are payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall be deemed to be the amount of such Taxes Tax for the entire period Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All , provided that any increase in Taxes described in this clause (ii) that is attributable to the form of interest or penalties that relate to Taxes for any Tax period (or portion thereof) ending on or before the Closing Date transactions contemplated by this Agreement shall be treated as occurring in a Tax apportioned to the period (or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or commencing after the Closing Date.

Straddle Period. In For all purposes under this Agreement (including the determination of any Tax Refund), in the case of Taxes any taxable period that are payable with respect to includes (but does not end on) the Closing Date (each, a “Straddle Period”), the portion of any such Taxes that are allocated Tax which relates to the portion of the Straddle Period that ends such taxable period ending on (and includes including) the Closing Date for purposes of this Agreement shall be: (ai) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, payroll or net worth; any Taxes other than Taxes described in clause (ii) imposed in connection with the salebelow, transfer, or assignment of property; or (iii) required be deemed to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Taxes Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All Taxes taxable period and (ii) in the form case of interest or penalties that relate to Taxes for any Tax based upon or related to income, sales, withholding, payroll, or receipts be deemed equal to the amount which would be payable if the relevant taxable period (or portion thereof) ending on or before ended at the end of the Closing Date and, in the case of any such Taxes that are attributable to the ownership of any equity interest in a partnership, other “flow-through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or foreign Law), as if the taxable period of that entity ended as of the close of business on the Closing Date (whether or not such Taxes arise in a Straddle Period of the applicable owner); provided, that any transactions consummated at the direction of the Buyer at or following the Closing that are not in the ordinary course of business and not contemplated by this Agreement and that give rise to any item of income or gain for any of the Acquired Companies shall be treated as occurring in a Tax period (or considered to be attributable to the portion thereof) of the Straddle Period that ends commences on or before the day following the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after . In the case of any Taxes of any Acquired Company for a Straddle Period that have been paid prior to the Closing Dateand that were not taken into account in the final determination of Net Working Capital pursuant to this Agreement, Buyer shall reimburse the Seller for such Taxes.

Straddle Period. In the case For purposes of Taxes that are payable with respect to a Straddle Periodthis Section 5.6, the portion of Tax with respect to the income, property or operations of the Transferred Company that is attributable to any such Taxes Tax period that are allocated to begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the portion of the Straddle Period that ends on and includes extends before the Closing Date for purposes through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement shall be: Section 5.6.4. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of Taxes: (i) any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon, on or related to, measured by income, receiptsreceipts or profits earned during a Straddle Period, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required be deemed to be withheld, the amount of Taxes which would be payable if the taxable year ended with 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 portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Taxes Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All Taxes , (b) in the form case of interest any sales or penalties that relate to Taxes for use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax period (or portion thereof) ending based on or before measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the Closing Date shall amount that would be treated as occurring in a Tax period (or portion thereof) that ends payable if the Straddle Period ended on or before and included the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after and (c) be borne and paid by Seller (to the extent not included in the Final Closing DateWorking Capital). The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.