Common use of Straddle Periods Clause in Contracts

Straddle Periods. For all purposes under this Agreement, whenever it is necessary to determine the liability for Taxes of Holdings and its Subsidiaries for any Straddle Period, the determination of the Taxes of Holdings and its Subsidiaries 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 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, and items of income, gain, deduction, loss or credit of the Acquired Companies for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, that periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall be apportioned 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, on the other hand.

Straddle Periods. For all purposes under of this Agreement, whenever it is necessary to determine the liability for Taxes of Holdings and its Subsidiaries or with respect to any Business Entity or otherwise with respect to the Business for any Straddle Period, the determination of the such Taxes of Holdings and its Subsidiaries 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 the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of on (and included) the Closing Date and the other which began at the beginning of on the day following the Closing Date, and all taxable items of income, gain, deduction, loss or credit of with respect to such Business Entity (or otherwise with respect to the Acquired Companies Business) for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies applicable Person were closed at the close of the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall be apportioned 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, on the other hand.

Straddle Periods. For all purposes under of this Agreement, whenever it is necessary to determine the liability for Taxes of Holdings the Company and its Subsidiaries Abacus for any Straddle Period, the determination of the Taxes of Holdings the Company and its Subsidiaries Abacus for the portion of the Straddle Period including and ending on and includingon, and the portion of the Straddle Period beginning immediately after, the Closing Date shall be determined 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 immediately after the Closing Date, and items of income, premiums, gain, deduction, loss or credit (or other relevant Tax items) of the Acquired Companies Company and Abacus for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies Company and Abacus were closed at the close of the Closing Date; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall be apportioned 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 on and including the day immediately after the Closing Date, on the other hand.

Straddle Periods. For all purposes under of this Agreement, whenever it is necessary to determine the liability for Taxes of Holdings and its Subsidiaries the Paragon Companies for any Straddle Period, the determination of the Taxes of Holdings and its Subsidiaries the Paragon Companies for the portion of the such Straddle Period ending on and including, and the portion of the such Straddle Period beginning after, the Closing Date shall be determined by assuming that the such 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, and items of income, gain, deduction, loss or credit of the Acquired Paragon Companies for the such Straddle Period Period, shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Paragon Companies were closed at the close of the Closing Date; provided, however, that periodic Taxes (other than income, franchise/capital, sales, use, payroll or withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the such Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the such Straddle Period beginning after the Closing Date, on the other hand. Any items described in the definition of Transaction Tax Deductions shall be reflected in the portion of any applicable Straddle Period ending on the Closing Date.

Straddle Periods. For all purposes under this Agreement, whenever Whenever it is necessary to determine the liability for Taxes for a Straddle Period relating to: (a) Periodic Taxes of Holdings and its Subsidiaries for any Straddle Periodthe Company Group, the determination of the Taxes of Holdings and its Subsidiaries the Company Group for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be determined calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (b) Taxes of the Company Group not described in Section 7.2(a) (such as (A) Taxes based on the income or receipts of the Members for a Straddle Period, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes) for a Straddle Period, other than Transfer Taxes described in Section 7.5, and (C) withholding and employment Taxes relating to a Straddle Period), the determination of the Taxes of the Members for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated 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, Date and items of income, gain, deduction, loss or credit of the Acquired Companies Company Group for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies Company Group were closed at the close of the Closing Date; providedDate (and for such purpose, however, that periodic Taxes (the taxable period of any partnership or other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, pass-through entity in which the Company Group holds a beneficial interest shall be apportioned ratably between deemed to terminate at 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, on the other handtime).

Straddle Periods. For all purposes under this Agreement, whenever Whenever it is necessary to determine the liability for Taxes of Holdings and the Company or its Subsidiaries for any a Straddle Period, the determination of the Taxes of Holdings and the Company or its Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall will be determined in the following manner: (i) in the case of any Taxes other than property or similar ad valorem Taxes, 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, and items of income, gain, deduction, loss or credit of the Acquired Companies Company or its Subsidiaries for the Straddle Period shall will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies Company were closed at the close of the Closing DateClosing; provided, howeverthat exemptions, allowances or deductions that periodic Taxes (other than incomeare calculated on an annual basis, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxesthe deduction for depreciation, shall will be apportioned ratably between such two taxable years or periods based on a daily basis; and (ii) in the case of Taxes not described in clause (i) above, such Taxes will be deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is either the number of calendar days for the portion of in the Straddle Period ending on and including the Closing Date, on the one hand, and Date or the number of calendar days for the portion of in the Straddle Period beginning the day after the Closing Date, on as the other handcase may be, and the denominator of which is the number of calendar days in the entire relevant period.

Straddle Periods. For all purposes under of this Agreement, whenever it is necessary to determine the liability for Taxes of Holdings the Company and its Subsidiaries for any Straddle Period, the determination of the Taxes of Holdings the Company and its Subsidiaries for the portion of the Straddle Period including and ending on and includingon, and the portion of the Straddle Period beginning immediately after, the Closing Date shall be determined 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 immediately after the Closing Date, and items of income, premiums, gain, deduction, loss or credit (or other relevant Tax items) of the Acquired Companies Company and its Subsidiaries for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies Company and its Subsidiaries were closed at the close of the Closing Date; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall be apportioned 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, on the other hand.- 69 -

Straddle Periods. For all purposes under this Agreement, whenever Whenever it is necessary to determine the liability for Taxes of Holdings and its Subsidiaries ProMed Company and/or ProMed Subsidiary for any a period that begins before or after the day prior to the Closing Date (a “Straddle Period”), the determination of the Taxes of Holdings and its Subsidiaries ProMed Company and/or ProMed Subsidiary for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the day prior to the Closing Date shall will be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the day prior to the Closing Date and the other which began at the beginning of the day following of the Closing Date, and and, items of income, gain, deduction, loss or credit of the Acquired Companies ProMed Company and/or ProMed Subsidiary for the Straddle Period shall will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies ProMed Company and/or ProMed Subsidiary were closed at the close of the day prior to the Closing Date; , provided, however, that periodic Taxes (other than incomeexceptions, franchise/capitalallowances or deductions that are calculated on an annual basis, sales, use, or withholding Taxes) such as real and personal property Taxesthe deduction for depreciation, shall will be apportioned ratably between such two taxable years or 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, on the other handa daily basis.

Straddle Periods. For all purposes under of this Agreement, whenever it is necessary to determine the liability for Taxes of Holdings and its Subsidiaries the Acquired Companies for any Straddle Period, the determination of the Taxes of Holdings and its Subsidiaries 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 the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on 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 the Acquired Companies for the Straddle Period shall be allocated between such two taxable years or periods on a “"closing of the books basis” " by assuming that the books of the Acquired Companies were closed at the close conclusion of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, (b) bonus depreciation for property placed in service prior to the Closing Date shall be allocated entirely to Seller, and bonus depreciation for property placed in service on or after the Closing Date shall be allocated entirely to Buyer, (c) periodic Taxes taxes (other than excluding, for the avoidance of doubt, income, franchise/capital, sales, use, or and withholding Taxes) such as real and personal property Taxestaxes, shall be apportioned 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, on the other hand.

Straddle Periods. For all purposes under of this Agreement, whenever it is necessary to determine the liability for Taxes of Holdings and its Subsidiaries any Person for any Straddle Period, the determination of the Taxes of Holdings and its Subsidiaries 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 the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on 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 the Acquired Companies for the Straddle Period Period, shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxestaxes, shall be apportioned 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, on the other hand.