Common use of Straddle Period Clause in Contracts

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of Seller and the Company and its Subsidiaries Subsidiary for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Seller or the Company or any of its Subsidiaries Subsidiary holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Seller and the Company and its Subsidiaries Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes of the Company based on upon or measured by net income or receipts of the Company and its Subsidiaries gain for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purposeDate, except that, any item caused by the taxable period Buyer outside the Ordinary Course of any partnership or other pass-through entity in which Business of the Company or any and resulting in Tax that is incurred after the event of its Subsidiaries holds a beneficial interest Closing, but on the Closing Date, shall be deemed allocated solely to terminate at such time) and the Post-Closing Tax Period. The amount of Taxes other than Taxes of the Company and its Subsidiaries based upon or measured by net income or gain for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable Tax period that includes (but does not end on) the Closing Date (such Tax period hereinafter is referred to as a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable Tax period of any partnership or other pass-through entity in which the Company or holds any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in from the taxable period ending on beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company Seller and its Subsidiaries Subsidiary for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company Seller or any of its Subsidiaries Subsidiary holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company Seller and its Subsidiaries Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period Taxes that includes (but does not end on) the Closing Date (are payable with respect to a “Straddle Period”), the amount of any Taxes based on or measured by income income, gain, profits, receipts, employment, social security, payroll, sales, use, or receipts other transaction-based Taxes of any Company Entity for the portion of the Company and its Subsidiaries for Straddle Period ending on the Pre-Closing Tax Period Date shall be determined based on an interim a closing of the books as of the close end of business on the Closing Date (and for such purpose, the taxable Taxable period of any Company Entity that is a partnership or other pass-pass through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate end at such time) ), and the amount of other Taxes of the any Company and its Subsidiaries Entity for a Straddle Period that relates to the Pre-portion of the Straddle Period ending on the Closing Tax Period Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on Straddle Period up to and including the Closing Date and the denominator of which is the total number of days in such Straddle PeriodPeriod and the balance of such Taxes shall be attributable to the portion of the Straddle Period beginning after the Closing Date.

Straddle Period. In the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Income Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable Tax period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Tax period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (i) the amount of any Taxes based on upon or measured by income or receipts of LPT or the Company and its Subsidiaries enterprise value of LPT (including the NH Business Enterprise Tax) for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries LPT holds a beneficial interest shall be deemed to terminate at such time), and (ii) and the amount of other Taxes of the Company and its Subsidiaries LPT for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such the Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) ); and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “‘‘Straddle Period”’’), the amount of any Taxes based on or measured by income income, receipts, or receipts payroll of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim a closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) ), and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. In the case of a Tax that is (x) paid for the privilege of doing business during a period (a “Privilege Period”) and (y) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes of the Company Group based on upon or measured by income income, gain, receipts, sales, activities, proceeds, profits, events or receipts of the Company and its Subsidiaries similar items for the Pre-Closing Tax Period shall will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries Group holds a beneficial interest shall will be deemed to terminate at such time), provided that any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) and the shall be apportioned on a daily basis. The amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries or Subsidiary for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries Subsidiary holds a beneficial interest shall be deemed to terminate at such time) ), and the amount of other Taxes of the Company and its Subsidiaries or Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income income, receipts, or receipts payroll of the Company and its Subsidiaries or any Subsidiary thereof for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-pass- through entity in which the Company or any of its Subsidiaries Subsidiary thereof holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries or any Subsidiary thereof for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “‘‘Straddle Period”’’), the amount of any Taxes based on or measured by income income, receipts, or receipts payroll of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. To the extent permitted by Applicable Law, the parties agree to cause the tax years of the Company and its Subsidiaries to close as of the end of the day on the Closing Date.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company ▇▇▇▇▇▇ and its Subsidiaries for the Pre-Closing Tax Straddle Period shall will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company ▇▇▇▇▇▇ or any of its Subsidiaries holds a beneficial interest shall will be deemed to terminate at such time) and the amount of other Taxes of the Company ▇▇▇▇▇▇ and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its the Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its the Subsidiaries holds hold a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its the Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), ) the amount of any Taxes based on or measured by income or receipts of the Company Companies and its the Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purposepurposes, the taxable period of any partnership or other pass-through entity in which the Company Companies or any of its the Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company Companies and its the Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company Seller and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company Seller or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company Seller and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries Acquired Companies for the Pre-Closing Tax Period shall will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries the Acquired Companies holds a beneficial interest shall will be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries Acquired Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries or any Company Subsidiary for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries Company Subsidiary holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries or any Company Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period (or imposed with respect to the occurrence of a transaction) shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) but excluding any transaction occurring outside the ordinary course of business after the Closing, and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable Taxable period that includes --------------- (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of --------------- any Taxes based on or measured by income or receipts of the Company and its Subsidiaries Acquired Companies for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which the any Acquired Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries Acquired Companies for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes not based on or measured by income or receipts of the Company and its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries Target Companies for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries the Target Companies holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries Target Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes of the Company based on upon or measured by net income or receipts of the Company and its Subsidiaries gain for the Pre-Closing Tax Period shall will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable Tax period of any partnership or other pass-through entity formed in connection with any transaction contemplated by this Agreement in which either the Company or any of its Subsidiaries holds a beneficial interest shall will be deemed to terminate at such time) and the ). The amount of Taxes, other than Taxes of the Company and its Subsidiaries based upon or measured by net income or gain for a Straddle Period that relates Period, which relate to the Pre-Closing Tax Period shall will be deemed to be the amount of such Tax for the entire taxable Tax period multiplied by a fraction fraction, the numerator of which is the number of days in the taxable Tax period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company ▇▇▇▇ and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company ▇▇▇▇ or any of its Subsidiaries Subsidiary holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company ▇▇▇▇ and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date date hereof (a “Straddle Period”), the amount of any Taxes based on or measured by income income, receipts, or receipts payroll (including withholding with respect to any such Tax) of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date date hereof (and for such purpose, the taxable period of any partnership or other pass-through entity in which all Transaction Expenses shall be treated as paid by the Company on or any of its Subsidiaries holds a beneficial interest shall be deemed prior to terminate at such time) the date hereof to the extent permitted by applicable Law), and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date day before the date hereof and the denominator of which is the number of days in such the Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company AHS and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company AHS or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company AHS and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Effective Date (a “Straddle Period”), the amount of any Taxes for the Pre-Closing Tax Period that are based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period or that are imposed on other activities that can be assigned to a specific date shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) ), and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date Effective Date, and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the applicable Company and its Subsidiaries or Company Subsidiary for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the any Company or any of its Subsidiaries Company Subsidiary holds a beneficial interest shall be deemed to terminate at such time) ), and the amount of other Taxes of the applicable Company and its Subsidiaries or Company Subsidiary for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts (including Michigan single business tax) of the Company and its Subsidiaries Companies for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries Companies holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Acquired Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Acquired Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Acquired Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (a) the amount of any Income Taxes or Taxes based on income, receipts or measured by income or receipts of the Company and its Subsidiaries payroll for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries the Companies holds a beneficial interest shall be deemed to terminate at such time), and (b) and in the amount case of any other Taxes, such Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction (i) the numerator of which is the number of days in the taxable period Straddle Period ending on the Closing Date and (ii) the denominator of which is the number of days in such the entire Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the tax period ending on the Closing Date (the "Pre-Closing Tax Period Period") shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes Tax refund or a Tax based on or measured by income or receipts of the Company and its Subsidiaries for the Preportion of the Straddle Period that relates to a pre-Closing Tax Period period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of Tax refunds of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates to the Prepre-Closing Tax portion of such Straddle Period shall be deemed to be the amount of such Tax refund for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date date of this Agreement (a “"Straddle Period”"), the amount of any Taxes based on or measured by income or receipts of the Company NewCo and its Subsidiaries TechFront for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date date of this Agreement (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company NewCo or any of its Subsidiaries TechFront holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company NewCo and its Subsidiaries TechFront for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date date of this Agreement and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company Target and its Subsidiaries InnoWare Plastic for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company Target or any of its Subsidiaries InnoWare Plastic holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company Target and its Subsidiaries InnoWare Plastic for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company Target and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company Target or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company Target and its Subsidiaries for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Period. In the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable Taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company and its Subsidiaries for a Straddle Period that relates which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.