Common use of Straddle Period Clause in Contracts

Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement 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), deemed equal to the amount that would be payable if the Tax period of a Company ended as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Company, 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 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. In For the case purposes of this Agreement, whenever it is necessary to determine the liability for Taxes that are payable with respect to (other than personal property Taxes of Washington) for a taxable period that begins before Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and ends after including, and the portion of the Straddle Period beginning after, the Closing Date (each such periodwill be determined by assuming that the Straddle Period consisted of two taxable years or periods, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement 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), deemed equal to the amount that would be payable if the Tax period of a Company one which ended as of at the close of business on 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 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 (including such as the deductions for depreciation and amortization deductionsreal estate taxes) shall will be allocated apportioned between the period ending such two taxable years or periods on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and a daily basis, or (bB) in the case of Taxes that are imposed on a periodic basis with respect to the assets of the Wholesale Business or capital otherwise measured by the level of a Companyany 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 Tax Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on 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. In For purposes of this Agreement, whenever it is necessary to determine the case Liability for Taxes of UAV for a Straddle Period, the determination of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that are payable 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 as follows: (i) with respect to a taxable period that begins before periodic taxes such as real, personal property, and ends other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date Date, on the other hand, and (each ii) with respect to all other Taxes, by allocating such period, Taxes between such two taxable years or periods on a “Straddle Period”), closing of the portion books basis” by assuming that the books of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (a) in the case of Taxes that are either (A) based upon Companies 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 amount that would be payable if the Tax period of a Company ended as of their Subsidiaries were closed at the close of business on the Closing Date; provided that provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis basis, such as the deduction for depreciation, and (including depreciation ii) periodic taxes such as real and amortization deductions) personal property taxes (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), shall be allocated apportioned ratably between such periods based on the period number of days for the portion of the Straddle Period ending on and including the Closing Date Date, on the one hand, and the period number of days for the portion of the Straddle Period beginning after the Closing Date Date, on the other hand. For purposes of this Section 6.3(e), the Seller and the Purchaser shall (and the Purchaser shall cause UAV and their Affiliates to) use the conventions provided in proportion to the number of days in each period; and (bSection 6.3(d)(ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets (i) allocating Transaction Deductions and (ii) allocating any gains, income, deductions, losses, or capital of a Companyother items attributable to UAV for U.S. federal, deemed state, or local income tax purpose with respect 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 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 any Purchaser Closing Date and the denominator of which is the number of calendar days in the entire periodTransaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. In the case of Taxes that are payable with respect to a any taxable period that begins before and ends after includes (but does not end on) 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 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), deemed equal allocable to the amount that would be payable if the Tax period of a Company ended as portion of the close of business Straddle Period ending on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) Date shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (bx) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Companybasis, deemed to be the amount of such Tax Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basisbasis (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 portion of the period Straddle Period ending on the close of business 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. In the case of Any Taxes that are payable (other than Taxes described in Section 9.02) imposed with respect to a taxable period that begins before Straddle Period shall be allocated between the portion of the Straddle Period ending on the Closing Date and ends the portion beginning the day after the Closing Date in the following manner: (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (ai) in the case of Taxes that are either (A) based upon or related to income or receiptsa real property, or (B) imposed in connection with any sale property, intangibles or other transfer or assignment of property similar ad valorem Tax (real or personalcollectively, tangible or intangible)“Property Tax”) for a Straddle Period, deemed equal to the amount that would of such Tax allocable to each portion of the Straddle Period shall be payable if the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the total number of days in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of all other Taxes for a Company ended as Straddle Period, such Taxes shall be allocated to each portion of the Straddle Period based on an interim closing of the books at the close of business on the Closing Date; provided that exemptions. For the avoidance of doubt, allowances solely for purposes of allocating any Property Tax paid or deductions that are calculated on an annual basis payable in connection with any of the Transferred Assets pursuant to clause (including depreciation and amortization deductionsi), (x) the Straddle Period shall be allocated between the tax period ending on and including of the Taxing Authority for which such Property Tax is assessed which includes the Closing Date and Date, (y) such tax period shall begin on the period beginning after date the Closing Date in proportion Lien for such Property Tax attaches to the number relevant property (the “Lien Date”) and shall end on the day before the next succeeding Lien Date for such Property Tax and (z) the date of days in each period; and adoption or effectiveness of any state or local budget shall not constitute or otherwise affect the Lien Date for any such Property Tax. Solely for purposes of calculating prorations pursuant to clause (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Companyi), Purchaser shall be deemed to be in title to the amount of such Tax Transferred Assets, and therefore entitled to the income and responsible for the expenses, for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion day 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 periodDate.

Straddle Period. 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 shall be: (a) in the case of Taxes that are either (Ai) based upon upon, or related to income to, income, receipts, profits, wages, capital or receiptsnet worth, or (Bii) imposed in connection with any sale or other the sale, transfer or assignment of property (real or personal, tangible or intangible)property, deemed equal to be the amount that which would be payable if the Tax relevant taxable period of a Company ended on the Closing Date as of the close of business on the Closing DateEffective Time; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date 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 Taxes that are imposed on a periodic basis with respect to the assets or capital of a Companyother Taxes, deemed to be the amount of such Tax Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the close of business 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. In For purposes of this Agreement, the case portion of Taxes that are payable with respect attributable to a the income, property or operations of the Company for any taxable period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”)) will be apportioned between the period of the Straddle Period that begins before the Closing Date and ends on and includes the Closing Date (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 any such Taxes that are treated as attributable to a Pre-Closing Taxes for purposes of this Agreement Straddle Period shall be: (ai) in the case of Taxes that are either (A) any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based upon on or related measured by income, business activity, receipts or profits earned by the Company during a Straddle Period, be deemed 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 amount that would be payable if the Tax period of a Company Straddle Period ended as of the close of business on and included the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis and (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (bii) in the case of personal property, real property, ad valorem and other Taxes that are of the Company imposed on a periodic basis with respect to the assets or capital of during a CompanyStraddle Period, be deemed to be the amount of such Tax the Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction 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 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. In For purposes of this Agreement, the case following conventions shall be utilized for determining the amount of Taxes that are payable with respect attributable 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-the Straddle Period ending on the Closing Taxes for purposes of this Agreement shall be: Date: (aA) in the case of property Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or and other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of a Company ended as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (b) in the case of similar Taxes that are imposed on a periodic basis with respect to the assets or capital of a Company, 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 attributable to the portion of such the Straddle Period ending on the Closing Date shall equal the Taxes for the immediately preceding period), entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending on the close of business on and including the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period; and (B) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company and its Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books” methodology. For purposes of clause (B), (1) any Tax or item of income, gain, loss, deduction, or credit resulting from a transaction engaged in by the Company or its Subsidiaries on the Closing Date, but after the Closing, that is outside of the ordinary course of business and not contemplated by this Agreement, shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (2) Transaction Tax Deductions shall be allocated to the portion of the Straddle Period ending on the Closing Date.

Straddle Period. In For purposes of this Agreement, the case portion of Taxes that are payable Tax with respect to a taxable the income, property or operations of any Company that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”), ) will be apportioned between the portion period of any such Taxes the Straddle Period that are treated as extends before the Closing Date through the Closing Date (the “Pre-Closing Taxes for purposes Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement shall be: Section 9.5(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes that are either (A) other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or related to income measured by income, receipts or receiptsprofits earned during a Straddle Period, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of a Company ended as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Company, 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 Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (or, ii) in the case of such Taxes determined 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 which would be payable if the Straddle Period ended on and included the Closing Date. For purposes of clause (ii) of the immediately preceding sentence, any exemption, deduction, credit or other item that is calculated on an arrears basis, annual basis will be allocated between the Pre-Closing Straddle Period and the Post-Closing Straddle Period on a pro rata basis by multiplying the total amount of such Taxes item for the immediately preceding period), multiplied Straddle Period by a fraction 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 Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the Straddle Period. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on 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 the Privilege Period, any reference to a “Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and not the Privilege Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Period. In For purposes of this Agreement, in the case of any Taxes that are payable with respect to a taxable any Tax period that begins before and ends after includes (but does not end on) the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as constitutes Pre-Closing Taxes for purposes of this Agreement shall be: shall: (a) in the case of Taxes that are either (Ai) based upon or related to to, income, receipts, payroll or other items of operating income or receiptsexpense, or (Bii) imposed in connection with any sale sale, transfer or other 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 of a Company ended as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to or otherwise measured by the assets or capital level of a Companyany item, be deemed to be the amount of such Tax Taxes for the entire taxable period 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 portion of the period Straddle Period ending on the close of business 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. In (a) For purposes of this Agreement, the case portion of Taxes that are payable Tax with respect to a taxable the income, property or operations of the Company or any of its Subsidiaries that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”), ) will be apportioned between the portion period of any such Taxes the Straddle Period that are treated as extends before the Closing Date through the end of the Closing Date (the “Pre-Closing Taxes for purposes Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement shall be: Section 7.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes that are either (A) other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or related to income measured by income, receipts or receiptsprofits earned during a Straddle Period, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of a Company ended as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Company, 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 immediately preceding period), multiplied by a fraction 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 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. The portion of a Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. 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. (b) The Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company and its Subsidiaries that are due with respect to any Straddle Period or Pre-Closing Tax Period other than Tax Returns for which the due date (with applicable extensions) falls on or before the Closing Date. The Members shall pay or cause to be paid all Taxes shown as due and owing on such Tax Returns (in the case of a Tax Return for a Straddle Period, Taxes attributable to the Pre-Closing Straddle Period) within five days of the Buyer’s request thereof.

Straddle Period. In the case of Taxes that are payable with respect to a taxable 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 treated as allocated to the Pre-Closing Taxes Tax Period of such Straddle Period for purposes of this Agreement shall bebe determined as follows: (a) in the case of Taxes that are either (A) based upon or related to income or receiptsany real property, personal property, or similar ad valorem Taxes (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible“Property Taxes”), deemed equal the amount of such Property Taxes allocated to the amount that would Pre-Closing Tax Period of such Straddle Period will be payable if the Tax period of a Company ended as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Company, deemed to be the amount of such Tax Property Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the close of business 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. In For purposes of this Agreement, the case portion of Taxes that are payable with respect attributable to a the income, property or operations of Xxxxxxxx or the Company for any taxable period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”)) will be apportioned between the period of the Straddle Period that begins before the Closing Date and ends on and includes the Closing Date (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 any such Taxes that are treated as attributable to a Pre-Closing Taxes for purposes of this Agreement Straddle Period shall be: (ai) in the case of Taxes that are either (A) any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based upon on or related measured by income, business activity, receipts or profits earned by Xxxxxxxx or the Company during a Straddle Period, be deemed 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 amount that would be payable if the Tax period of a Company Straddle Period ended as of the close of business on and included the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis and (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (bii) in the case of personal property, real property, ad valorem and other Taxes that are of Xxxxxxxx or the Company imposed on a periodic basis with respect to the assets or capital of during a CompanyStraddle Period, be deemed to be the amount of such Tax the Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction 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 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. In Taxes for any Tax Period of the case of Taxes Group Companies that are payable with respect to a taxable period that begins before and ends after includes but does not end on the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes ) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be: be allocated between the periods described in clauses “(ai)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) in the case of Taxes that are either not Per Diem Taxes, including any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(A) based upon or related to income or receipts, or i)” and “(B) imposed in connection with any sale or other transfer or assignment ii)” of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable preceding sentence as if the such Tax period of a Company Period ended as of the close of business on the Closing Date; provided . For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances or and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Company, 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 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. In the case For purposes of Taxes that are payable this Agreement, any Tax with respect to a the income, property or operations of the Company or any of its Subsidiaries or the Surviving Corporation that is attributable to any taxable period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”), ) will be apportioned between the portion period of any such Taxes the Straddle Period that are treated as extends before the Closing Date through the end of the Closing Date (the “Pre-Closing Taxes for purposes Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement shall be: Section 8.10(d). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes that are either (A) other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or related to income measured by income, receipts or receiptsprofits earned during a Straddle Period, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of a Company ended as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Company, 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 immediately preceding period), multiplied by a fraction 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 Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the 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. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. 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. In Whenever it is necessary to determine the case amount of Taxes that are payable with respect (or the non-payment thereof) of any Epic Company for a Straddle Period, the determination of Taxes for the portion of the Straddle Period (1) beginning prior to a taxable period that begins the Closing Date and ending on or before the Closing Date, and ends (2) beginning the day after the Closing Date (each such periodDate, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall bewill be determined: (a) in the case of Taxes that are either (Ai) based upon or related to income or income, receipts, sales, use, payroll, or similar matters, (Bii) imposed in connection with any distribution, sale or other transfer or assignment of property property, or (real iii) imposed in connection with any other transaction or personaldeemed transaction, tangible by assuming that the applicable Epic Company had a taxable year or intangible), deemed equal to period which ended at the amount that would be payable if end of the Tax period Closing Date and there was a closing of a the books of such Epic Company ended as of the close of business on the Closing Date; provided such date, except that exemptions, allowances or deductions that are calculated on an annual basis (including e.g., depreciation and amortization deductions) ), shall be allocated between the period ending apportioned on and including the Closing Date and the period beginning after the Closing Date a time basis as contemplated in proportion to the number of days in each periodsubsection (b) below; and (b) in the case of Taxes not described in subsection (a) that are imposed on a periodic basis with respect to and measured by the assets or capital level of a Companyany item, shall be deemed to be the amount of such Tax Taxes (including any minimum) for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the close of business 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. In For purposes of determining the case of Taxes that payable by the Indemnifying Holders under Section 4.10(e) (Tax Matters; Filing Tax Returns) and the Taxes for which the Indemnifying Holders are payable with respect to a liable under Section 6.2(a)(vi) (Indemnification), Taxes for which the Company and its Subsidiaries are liable for any taxable period that begins before ending after and ends after including the Closing Date (each such period, a “Straddle Period”), ) shall be allocated to the portion of any the period ending on the Closing Date as follows: (i) with respect to property Taxes, the amount allocable to the portion of the period ending on the Closing Date shall equal the amount of such property Taxes for such entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the portion of such Straddle Period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period; and (ii) with respect to all other Taxes, the amount allocable to the portion of the period ending on the Closing Date shall be determined based on an actual closing of the books used to calculate such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement 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), deemed equal to the amount that would be payable if the Tax such tax period of a Company ended as of the close of business on the Closing Date; provided that Date (and for such purpose, the tax 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). In the case of clause (ii), exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductionsdeductions computed as if the Closing Date was the last day of the Straddle Period) shall be allocated between the period portion of the Straddle Period ending on and including the Closing Date and the period beginning after portion of the Closing Date Straddle Period thereafter in proportion to the number of days in each period; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Company, 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 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 periodportion.

Straddle Period. In the case of Taxes that are payable with respect to a any taxable period that begins before and ends after includes (but does not end on) the Closing Date (each such period, a “Straddle Period”), the portion amount of any such Taxes that are treated as is allocable to the Pre-Closing Taxes for purposes of this Agreement Tax Period 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), deemed equal to the amount that would be payable if the Tax period of a Company ended as of the close of business on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (bi) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Company(such as real property taxes), be deemed to be the amount of such Tax Taxes for the entire taxable period (or, or in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the close of business 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. In For purposes of this Article V, whenever it is necessary to determine the case amount of Taxes that are payable with respect (or the non-payment thereof) of the Corporation for a Straddle Tax Period, the determination of the Taxes for the portion of the Straddle Tax Period (1) beginning prior to a taxable period that begins before the Closing Date and ends ending on the Closing Date, and (2) beginning the day after the Closing Date (each such periodDate, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall bebe determined: (ai) in the case of Taxes that are either (Ax) based upon or related to income or receipts, or (By) imposed in connection with any distribution, sale or other transfer or assignment of property (real property, by assuming that the Corporation had a taxable year or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of a Company which ended as of at the close of business on the Closing Date; provided Date and closing the books of the Corporation as of such date (and for such purpose the taxable period of any partnership, joint venture or other pass-through entity in which the Corporation holds a beneficial interest shall be deemed to terminate at such time), except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) basis, such as the deduction for depreciation, shall be allocated between the period ending apportioned on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each perioda time basis; and (bii) in the case of Taxes not described in clause (i) that are imposed on a periodic basis with respect to and measured by the assets or capital level of a Companyany item, shall be deemed to be the amount of such Tax Taxes (including any minimum) for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the close of business 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. (a) In the case of Taxes of the Company and its Subsidiaries that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “any Straddle Period”), the portion of any such Taxes that are treated as Taxes for a Pre-First Closing Taxes Tax Period for purposes of this Agreement shall be: be (ai) in the case of Taxes that are either (A) based upon upon, or related to income or to, income, receipts, profits, wages, capital or net worth, (B) imposed in connection with any sale or other the sale, transfer or assignment of property or (real or personal, tangible or intangible)C) required to be withheld, deemed equal to the amount that which would be payable if the Tax period of a Company taxable year ended as of the close of business on the First Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion parties shall elect to the number of days in each perioddo so if permitted by applicable Law; and and (bii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of a Companyother Taxes, deemed to be the amount of such Tax Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the close of business 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.