Common use of Straddle Period Clause in Contracts

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire 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.

Straddle Period. For 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 treated as Pre-Closing Taxes for purposes of this Agreement, whenever it is necessary to determine Agreement shall be: (a) in the liability for case of Taxes (other than personal property Taxes of Washington) for a Straddle Period, that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the determination amount that would be payable if the Tax period of the Taxes for the portion a Company ended as of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following business on the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, ; provided that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for including depreciation and real estate taxesamortization deductions) will shall be apportioned allocated between such two taxable years or periods the period ending on a daily basis, or and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (Bb) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Wholesale Business or otherwise measured by the level of any itema Company, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the entire immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the close of business on the Closing Date and the denominator of which is the number of calendar days in the entire period.

Straddle Period. For In the purposes case of this Agreement, whenever it is necessary to determine any taxable period that includes (but does not end on) the liability for Taxes Closing Date (other than personal property Taxes of Washington) for a “Straddle Period”), (A) the determination portion of the any Taxes for that are allocable to the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bx) in the case of Taxes that are imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itembasis, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property taxes), 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 Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period; and (y) in the case of Taxes not described in (x), the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books (and for such purpose, the taxable period of any “controlled foreign corporation”, partnership or “flow-through” entity in which the Acquired Companies hold a beneficial interest will be deemed to terminate at such time). For purposes of clause (y) of the preceding sentence, any exemption, deduction, credit or other item 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 entire amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

Straddle Period. For To the extent permitted or required by Applicable Law, the Tax Periods of the Companies which include the Closing Date shall be treated as closing on (and including) the Closing Date as of the Effective Time. In the case of Taxes that are payable with respect to a taxable period that begins before and ends on or after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement, whenever it is necessary to determine Agreement shall be: (a) in the liability for case of Taxes (other than personal property Taxes i) based upon, or related to, income, receipts, profits, wages, capital or net worth, or (ii) imposed in connection with the sale, transfer or assignment of Washington) for a Straddle Periodproperty, (A) deemed to be the determination of amount which would be payable if the Taxes for the portion of the Straddle Period ending relevant taxable period ended on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close as of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, Effective Time; provided that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for including depreciation and real estate taxesamortization deductions) will shall be apportioned allocated between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period period ending on and including the Closing Date shall be as of the Effective Time and the period beginning after the Closing Date as of the Effective Time in proportion to the number of days in each period; and (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period, period multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date as of the Effective Time and the denominator of which is the number of calendar days in the entire period.

Straddle Period. For the purposes of this Agreement, whenever it is necessary the portion of Tax with respect to determine the liability for Taxes (other than personal income, property Taxes of Washington) for a Straddle Period, (A) the determination or operations of the Taxes for Company and its Affiliates that is attributable to any Straddle Period will be apportioned between the portion period of the Straddle Period ending on and including, that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion period of the Straddle Period beginning after, that extends from the day after the Closing Date will be determined by assuming that to the end of the Straddle Period consisted of two taxable years or periods, one which ended at (the close of the “Post-Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit Straddle Period”) in accordance with this Section 6.3. The portion of such member for Tax attributable to the Pre-Closing Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bi) in the case of any Taxes imposed other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itemincome, the Taxes for the portion of the receipts or profits earned during a Straddle Period ending on and including the Closing Date shall Period, be deemed to be the amount of such Taxes Tax for the entire period, taxable period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) 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, be deemed equal to the amount that would be payable if the Straddle Period ended on 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, 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. For the purposes of this Agreement, whenever it is necessary (a) With respect to determine the liability for any Taxes (other than personal property Taxes of Washington) for that are payable with respect to a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle any such Taxes that shall be treated as attributable to a Pre-Closing Tax Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis shall be: (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bi) in the case of Taxes of the Company and its Subsidiaries that (x) are based on income or receipts, or (y) imposed on a periodic basis in connection with respect any direct or indirect sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the assets of amount that would be payable if the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending taxable year ended on (and including included) the Closing Date shall be 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 shall be treated as attributable to a Post-Closing Tax Period shall be all such Taxes other than the Taxes attributable to a Pre-Closing Tax Period pursuant to Section 10.2(a).

Straddle Period. For In the purposes case of this Agreement, whenever it is necessary to determine the liability for Taxes any taxable period that includes (other than personal property Taxes of Washingtonbut does not end on) for a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on (a “closing Straddle Period”), the amount of Taxes that is allocable to the books basis” by assuming that the books were closed at the close of the Pre-Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis Tax Period shall (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bi) in the case of Taxes that are imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item(such as real property taxes), the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be 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 portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire periodrelevant Straddle Period and (ii) in the case of Taxes that are not described in clause (i) above (such as income Taxes, Taxes imposed in connection with any sale or other transfer or assignment of property, and payroll and similar Taxes), be deemed to be equal to the amount that would have been payable if the taxable year or period of the Company ended on the Closing Date; provided, that, in determining such amount, exemptions, allowances or deductions that are calculated on a periodic basis, such as the deduction for depreciation, shall be taken into account on a pro-rated basis in the manner described in clause (i) above. 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 6.9(b) shall be computed by reference to the level of such items on 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.

Straddle Period. For Other than with respect to any Purchased Company that is a Canadian entity, in the purposes case of this Agreement, whenever it is necessary to determine any taxable period that includes (but does not end on) the liability for Taxes Closing Date (other than personal property Taxes of Washington) for a “Straddle Period”), (A) the determination portion of any Taxes relating to or of the Taxes for Transferred Assets or the Purchased Companies that are allocable to the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bx) in the case of Taxes that are imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itembasis, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property taxes), 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 Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period; and (y) in the case of Taxes not described in (x), the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books (and for such purpose, the taxable period of any “controlled foreign corporation”, partnership or “flow-through” entity in which the Purchased Companies hold a beneficial interest will be deemed to terminate at such time). For purposes of clause (y) of the preceding sentence, any exemption, deduction, credit or other item 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 entire amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. With respect to any Purchased Company that is a Canadian entity, “Straddle Period” shall mean any taxable period that includes (but does not begin or end on) the Closing Date, and a methodology equivalent to that described above in this Section 5.9(i) shall apply in determining the portion of any Taxes relating to or of the Transferred Assets or the Purchased Companies that are allocable to the portion of the Straddle Period ending on the day immediately preceding the Closing Date.

Straddle Period. For the purposes of this Agreement, whenever it is necessary in the case of any Taxes with respect to determine the liability for Taxes Business or Purchased Assets that are payable with respect to any Tax period that begins before and ends after the Closing Date (other than personal property Taxes of Washington) for a “Straddle Period”), (A) the determination portion of the any such Taxes for that are allocable to the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis shall: (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bi) in the case of Taxes that are either (A) based upon or related to income or receipts (including, without limitation, income and employment withholding Taxes), or (B) imposed on a periodic basis in connection with respect any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), but not including any Taxes described in Section 7.04(c), be deemed equal to the assets of amount that would be payable if the Wholesale Business Tax year or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending period ended on and including the Closing Date shall Date; and (ii) in the case of all other Taxes, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period, ) multiplied by a fraction the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period.

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of Taxes attributable to the Straddle Period ending on and includingincome, and the portion property or operations of the Straddle Period beginning after, the Closing Date will be determined by assuming Company or Holdco for any taxable period that the Straddle Period consisted of two taxable years begins on or periods, one which ended at the close of before the Closing Date and the other which began at the beginning of the day following ends after the Closing DateDate (each such period, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxesStraddle Period”) will be apportioned between such two taxable years or periods the period of the Straddle Period that begins before the Closing Date and ends on and includes the Closing Date (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 Section 6.04, the portion of Taxes attributable to a daily basis, or Pre-Closing Straddle Period shall be: (Ba) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed on a periodic basis in connection with respect the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the assets of amount which would be payable if the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including taxable year ended with the Closing Date shall be Date; and (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period, 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. The portion of Taxes attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner.

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of Taxes attributable to the Straddle Period ending on and includingincome, and the portion property or operations of the Straddle Period beginning after, the Closing Date will be determined by assuming Company for any taxable period that the Straddle Period consisted of two taxable years begins on or periods, one which ended at the close of before the Closing Date and the other which began at the beginning of the day following ends after the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on Date (a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxesStraddle Period”) will be apportioned between such two taxable years or periods the period of the Straddle Period that begins before the Closing Date and ends on and includes the Closing Date (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 Section 6.04, the portion of Taxes attributable to a daily basis, or Pre-Closing Straddle Period shall (Bi) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned by the Company during a Straddle Period, be deemed to equal the amount that would be payable if the Straddle Period ended on and included the Closing Date; and (ii) in the case of personal property, real property, ad valorem and other Taxes of the Company imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itemduring a Straddle Period, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such the Taxes for the entire period, Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire periodsuch Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner.

Straddle Period. For the all purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of the Acquired Companies that is necessary attributable to determine any Tax period that begins on or before the liability for Taxes Closing Date and ends after the Closing Date (other than personal property Taxes of Washington) for a “Straddle Period, (A”) the determination of the Taxes for will be apportioned between the portion of the Straddle Period ending on and including, that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning after, that extends from the day after the Closing Date will be determined by assuming that to the end of the Straddle Period consisted of two taxable years or periods, one which ended at (the close of the “Post-Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit Straddle Period”) in accordance with this Section 5.4.5. The portion of such member for Tax attributable to the Pre-Closing Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Ba) in the case of any Taxes imposed other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itemincome, the Taxes for the portion of the receipts or profits earned during a Straddle Period ending on and including the Closing Date shall Period, be deemed to be the amount of such Taxes Tax for the entire period, taxable period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire periodStraddle 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, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) the Acquired Entities for a any Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period 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 the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period that are in the period ending on and includingincluding the Closing Date, and the portion denominator of which is the total number of calendar days in the Straddle Period; and (ii) In the case of either (i) Income Taxes or (ii) Taxes that are based on or 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 Straddle Period beginning after, the Closing Date will be determined books” basis by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date; provided, and, items of income, gain, deduction, loss or credit of such member for the that any Transaction Tax Deductions that are properly deductible in a Straddle Period will pursuant to the standards described in Section 5.8(a)(iii) shall be allocated between such two taxable years or periods on a “to the Pre-Closing Tax Period prior to the deemed closing of the books basis” books. (iii) In the case of any Tax based upon or measured by assuming that 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 books were closed at level of such items on the Closing Date. The Parties hereto will, to the extent permitted by applicable Law, 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, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire 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.

Straddle Period. For (a) In the case of Taxes of the Company and its Subsidiaries that are payable with respect to any Straddle Period, the portion of any such Taxes that are treated as Taxes for a Pre-Initial Closing Tax Period for purposes of this Agreement, whenever it is necessary to determine the liability for Taxes Agreement shall be (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bi) in the case of Taxes (A) based upon, or related to, income, receipts, profits, wages, capital or net worth, (B) imposed on a periodic basis in connection with respect the sale, transfer or assignment of property or (C) required to be withheld, deemed equal to the assets amount which would be payable if the taxable year ended as of the Wholesale Business or otherwise measured close of business on the Initial Closing Date, and the parties shall elect to do so if permitted by applicable Law; and (ii) in the level case of any itemother Taxes, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period, Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the period Straddle Period ending on the Initial Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle 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. In the case of any Tax paid based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be apportioned under Section 7.02(a) shall be computed by reference to the level of such items on the Initial Closing Date.

Straddle Period. For the purposes of this Agreement, whenever Whenever it is necessary to determine the liability for amount of Taxes (other than personal property Taxes or the non-payment thereof) of Washington) any Epic Company for a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period (1) beginning after, prior to the Closing Date and ending on or before the Closing Date, and (2) beginning the day after the Closing Date, will be determined determined: (a) in the case of Taxes that are either (i) based upon or related to income, receipts, sales, use, payroll, or similar matters, (ii) imposed in connection with any distribution, sale or other transfer or assignment of property, or (iii) imposed in connection with any other transaction or deemed transaction, by assuming that the Straddle Period consisted of two applicable Epic Company had a taxable years year or periods, one period which ended at the close end of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on there was a “closing of the books basis” by assuming that the books were closed at the close of the Closing Datesuch Epic Company as of such date, provided, however, except that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for e.g., depreciation and real estate taxes) will deductions), shall be apportioned between such two taxable years or periods on a daily basis, or time basis as contemplated in subsection (Bb) below; and (b) in the case of Taxes not described in subsection (a) that are imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise and measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes (including any minimum) 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 determined in subsection (a) above and the denominator of which is the number of calendar days in the entire periodStraddle Period. 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 subsection shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations will be made in a manner reasonably determined by Buyer. The Parties will, to the extent permitted by applicable Law, elect to close, as of the end of the Closing Date, any taxable period of each Epic Company that would otherwise be a Straddle Period. Any exemption or credit that is calculated on an annual basis shall be allocated to the portion of the Straddle Period in the same manner as that set forth in this subsection (b). (c) For the avoidance of doubt, any Taxes (including but not limited to those arising under Code §1374) resulting from a §338(h)

Straddle Period. For In the case of Taxes that are payable with respect to a Tax period that begins on or before and ends after the Closing Date (each such Tax period, a “Straddle Period”), the portion of any such Taxes that are allocated to the Pre-Closing Tax Period of such Straddle Period for purposes of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will Agreement shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis as follows: (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Ba) in the case of any real property, personal property, or similar ad valorem Taxes imposed on a periodic basis with respect (“Property Taxes”), the amount of such Property Taxes allocated to the assets Pre-Closing Tax Period of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the such Straddle Period ending on and including the Closing Date shall will be deemed to be the amount of such Property Taxes for the entire period, Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the period Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (b) in the case of Taxes based upon income, sales, revenue, production, or similar items, or any other Taxes that are not Property Taxes, the amount of any such Taxes allocated to the Pre-Closing Tax Period of such Straddle Period will be deemed to be the amount which would be payable based on an interim closing of the books as of and including the Closing Date. (c) To the extent that Taxes are payable in advance (e.g., for a privilege period) and the gross receipts, income, operations, assets, margin, or capital comprising the base of such Tax is measured during a different Tax period, such Taxes shall be apportioned to the relevant Tax period during which the base of such Tax is measured, and if the Tax period to which such Tax is so allocated is a Straddle Period, then such Tax shall be determined in the manner set forth in Section 6.02(a) or (b), as applicable.

Straddle Period. For In the purposes case of this Agreement, whenever it is necessary Taxes that are payable with respect to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination portion of the Taxes for any such Tax that is allocable to the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period period ending on and including the Closing Date (the “Pre-Closing Straddle Period”) shall be: (a) 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 (other than conveyances pursuant to this Agreement), be deemed equal to the amount that would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the Straddle Period ended on and included the Closing Date, but excluding Taxes resulting from any act or transaction of the Purchaser or the Company occurring on the Closing Date after the Closing that is not in the ordinary course of business; 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 period, taxable period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire periodStraddle Period. (c) Any credit or refund resulting from an overpayment of 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 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 7.01 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Straddle Period. For In the purposes case of this Agreement, whenever it is necessary Taxes that are payable with respect to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination portion of the any such Taxes for that are allocated to the portion of the Straddle Period ending that ends on and including, and the portion of the Straddle Period beginning after, includes the Closing Date will 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 determined by assuming that withheld, the Straddle Period consisted amount of two Taxes which would be payable if the taxable years or periods, one which year ended at the close of the Closing Date and the other which began at the beginning of the day following with the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, ; provided that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for including depreciation and real estate taxesamortization deductions) will shall be apportioned 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 two taxable years or periods on a daily basisTax is measured, or regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (Bb) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itemother Taxes, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period, period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle 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. For To the purposes of this Agreementextent permitted by applicable Law, whenever it is necessary the parties hereto will treat or elect to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, treat the Closing Date will be determined by assuming that as the Straddle Period consisted of two taxable years or periods, one which ended at the close last day of the Closing Date and the other which began at the beginning taxable period of the day following the Closing Date, and, Company and its Subsidiaries for all Tax purposes and items of income, gain, deductionloss, loss deduction or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on apportioned based upon a “closing of the books basis” by assuming that for Tax purposes in accordance with Treasury Regulation § 1.1502-76(b), provided no elections will be made under either Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year’s items) or Treasury Regulation Section 1.1502-76(b)(2)(iii) (to ratably allocate the books were closed at items for the close of month which includes the Closing Date, provided, however, that exemptions, allowances or deductions ). In the case of Taxes that are calculated payable with respect to a taxable period that begins on an annual basis or before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as the deductions being attributable to a Pre-Closing Tax Period for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or purposes of this Agreement shall be: (Ba) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed on a periodic basis in connection with respect the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the assets of amount which would be payable if the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including taxable year ended with the Closing Date shall be Date; and (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period, 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. For purposes of this Agreement, including for purposes of this Section 6.05, Section 6.04 and the determination of Tax liabilities taken into account in Closing Working Capital, any deductions related to (A) the acceleration of deferred financing fees related to the repayment of Indebtedness or and (B) the payment of any fees or other expenses associated with the transactions contemplated by this Agreement that are paid or accrued on or before the Closing Date and not required to be capitalized, to the extent included as a deduction in the calculation of Merger Consideration (including payment or accrual of Indebtedness, and other items included as a deduction in the calculation of Merger Consideration) or paid pursuant to Section 2.11 shall be treated as attributable to a Pre-Closing Tax Period, to the maximum extent permitted by applicable Law.

Straddle Period. For the all purposes of this Agreement, whenever it is necessary to determine in the liability case of any Taxes for Taxes (other than personal property Taxes of Washington) for a any Straddle Period, the amount of Taxes allocable to the Pre-Closing Tax Period shall be deemed to be (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Ba) in the case of any sales or use Taxes, value-added Taxes, employment Taxes, withholding Taxes, and any Tax based upon or measured by income, receipts or profits earned during a taxable period, based upon occupancy during a taxable period, or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), the amount of any such Taxes determined as if such taxable period ended as of the end of the Pre-Closing Tax Period; and (b) in the case of any other Taxes not described in clause (a) above and/or imposed on a periodic basis with respect to the assets of the Wholesale Business (such as real or otherwise measured by the level of any itempersonal property Taxes), the Taxes for the portion of the Straddle Period ending on and including the Closing Date 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 calendar days in the period ending on the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire periodrelevant Straddle Period. For purposes of these determinations, exemptions, allowances or deductions that are calculated on an annual basis will be allocated to the Pre-Closing Tax Period in the same proportion as the number of calendar days during the Pre-Closing Tax Period bears to the number of calendar days in the entire Straddle Period. The portion of Tax attributable to a portion of a Straddle Period commencing after the Closing will be calculated in a corresponding manner.

Straddle Period. For (a) In the case of Taxes of the Company and its Subsidiaries that are payable with respect to any Straddle Period, the portion of any such Taxes that are treated as Taxes for a Pre-First Closing Tax Period for purposes of this Agreement, whenever it is necessary to determine the liability for Taxes Agreement shall be (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bi) in the case of Taxes (A) based upon, or related to, income, receipts, profits, wages, capital or net worth, (B) imposed on a periodic basis in connection with respect the sale, transfer or assignment of property or (C) required to be withheld, deemed equal to the assets amount which would be payable if the taxable year ended as of the Wholesale Business or otherwise measured close of business on the First Closing Date, and the parties shall elect to do so if permitted by applicable Law; and (ii) in the level case of any itemother Taxes, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period, Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the period Straddle Period ending on the First Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle 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 First Closing Date and/or the portion of the Straddle Period beginning after the First 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. In the case of any Tax paid based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be apportioned under Section 7.02(a) shall be computed by reference to the level of such items on the First Closing Date.

Straddle Period. For the purposes of this AgreementArticle V, whenever it is necessary to determine the liability for amount of Taxes (other than personal property Taxes or the non-payment thereof) of Washington) the Corporation for a Straddle Tax Period, (A) the determination of the Taxes for the portion of the Straddle Tax Period ending on and including, and the portion of the Straddle Period (1) beginning after, prior to the Closing Date will and ending on the Closing Date, and (2) beginning the day after the Closing Date, shall be determined determined: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any distribution, sale or other transfer or assignment of property, by assuming that the Straddle Period consisted of two Corporation had a taxable years year or periods, one period which ended at the close of the Closing Date and closing the other which began at the beginning books of the day following the Closing Date, and, items of income, gain, deduction, loss or credit Corporation as of such member date (and for such purpose the Straddle Period will taxable period of any partnership, joint venture or other pass-through entity in which the Corporation holds a beneficial interest shall be allocated between deemed to terminate at such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Datetime), provided, however, except that exemptions, allowances or deductions that are calculated on an annual basis (basis, such as the deductions deduction for depreciation and real estate taxes) will depreciation, shall be apportioned between such two taxable years or periods on a daily time basis, or ; and (Bii) in the case of Taxes not described in clause (i) that are imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise and measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes (including any minimum) 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 determined in clause (1) above and the denominator of which is the number of calendar days in the entire periodStraddle Tax Period. 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 subsection shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Corporation. (iii) Subject to the limitations on liability provided in Section 5.04, for the avoidance of doubt, any Taxes (including but not limited to those arising under Code §1374) resulting from a §338(h)

Straddle Period. For the purposes of this Agreementdetermining Current Liabilities, whenever it is necessary in the case of Taxes that are payable by any Person with respect to determine the liability for Taxes (other than personal property Taxes of Washington) for a any Straddle Period, (A) the determination of the Taxes for the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on and including, and the portion of the Straddle Period beginning after, including the Closing Date will shall be: (a) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), (C) value added Taxes or (D) withholding Taxes, deemed equal to the amount that would be determined by assuming that payable if the Straddle Period consisted of two taxable years or periods, one which ended at the close applicable Tax period of the Closing Date and the other which began at the beginning members of the day following Company Group (and each partnership or other pass-through entity in which the Company and its Subsidiaries own an interest) ended with (and included) the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, ; provided that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for including depreciation and real estate taxesamortization deductions) will shall be apportioned allocated between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be and the portion of the Straddle Period beginning after the Closing Date in proportion to the number of days in each such portion; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of any member of the Company Group, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period.

Straddle Period. For In the purposes case of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination any taxable period of the Taxes for the portion of the Straddle Period ending Company beginning on and includingor before, and the portion of the Straddle Period beginning ending after, the Closing Date will (a “Straddle Period”): (i) the amount of any real, personal and intangible property taxes, ad valorem taxes and similar obligations (“Property Taxes”) allocable to the applicable Pre-Closing Tax Period shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close product of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit amount of such member Tax for the Straddle Period will be allocated between such two taxable years or periods on and a “closing of the books basis” by assuming that the books were closed at the close of the Closing Datefraction, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period, multiplied by a fraction the numerator of which is the number of calendar days in the period ending Straddle Period on or before the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) subject to Section 1.11(a), the amount of any Tax not described in clause (i) above allocable to the applicable Pre-Closing Tax Period shall be the amount of Tax that would have been payable with respect to such Straddle Period if such Straddle Period had ended as of the close of the Closing Date (determined based on an interim closing of the Books and Records as of the close of business on the Closing Date); provided, however, that all exemptions, allowances, or deductions for the entire Straddle Period which are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period.

Straddle Period. For the purposes of this Agreement, whenever it is necessary in the case of any Taxes that are payable with respect to determine any Tax period that includes (but does not end on) the liability for Taxes Closing Date (other than personal property Taxes of Washington) for a “Straddle Period”), (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the any such Taxes that constitutes Pre-Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis Taxes shall: (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Ba) in the case of Taxes that are either (i) based upon or related to, income, receipts, payroll or other items of operating income or expense, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period, ) multiplied by a fraction the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle 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 and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

Straddle Period. For In the purposes case of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) for a any Straddle Period, (Aa) the determination amount of any sales or use Tax, value-added Tax, employment Tax, withholding Tax and any Tax based on or measured by income, profits or receipts, in each case, imposed upon or payable by or with respect to the Company or any of its Subsidiaries for any Pre-Closing Straddle Period shall be determined based on an interim closing of the books of each of the Company or any of its Subsidiaries as of the end of 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 (b) the amount of any Taxes other than a sales or use Tax, value-added Tax, employment Tax, withholding Tax or Tax based on or measured by income, profits or receipts Taxes of the Company or any of its Subsidiaries for any Pre-Closing Straddle Period shall be deemed to be the amount of such Tax for the portion entire taxable period multiplied by a fraction the numerator of which is the Straddle Period number of days in the taxable period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of including the Closing Date and the other denominator of which began at is the beginning total number of the day following the days in such Pre-Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, Period; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (basis, such as the deductions deduction for depreciation and real estate taxes) will depreciation, shall be apportioned between such two taxable years or periods on a daily pro rata per-diem basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire 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.