Common use of Straddle Periods Clause in Contracts

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC that are payable with respect to any tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (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 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 (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of RTMAC or otherwise measured by the level of any item, 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 portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC that are payable by the Company with respect to any tax Tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"“Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (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 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 Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of RTMAC the Company or otherwise measured by the level of any item, 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 portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of taxTax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 8.05 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC the Company or any of its Subsidiaries that are payable with respect to any tax Tax period that begins before and ends after the Closing Lockbox Date (a "STRADDLE PERIOD"“Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Lockbox Taxes shall: shall (ia) in the case of Taxes that are either (xi) based upon or related to income or receipts, receipts or (yii) 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 Tax year or period ended on the Closing Date; Lockbox Date and (iib) in the case of Taxes (other than those described in clause (i) aboveSection 8.5(a)) that are imposed on a periodic basis with respect to the business or assets of RTMAC the Company or its Subsidiaries or otherwise measured by the level of any item, 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 fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Lockbox Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ia) of the preceding sentencesection, any exemption, deduction, credit or other item (including, without limitation, including the effect of any graduated rates of taxTax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Lockbox Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Lockbox Date and the denominator of which is the number of calendar days in the entire Straddle 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 clause (b) of this Section 7.05 8.5 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Lockbox Date.

Straddle Periods. For purposes of this Agreement, in (i) In the case of any Taxes of RTMAC Plymouth USA or any of its Subsidiaries that are payable with respect to any tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD")Straddle Period, the portion of any such Taxes Tax that constitutes Pre-is allocable to the portion of the period ending on the Closing Taxes shallDate shall be: (i1) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) 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 (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business (such as real or assets of RTMAC or otherwise measured by the level of any itempersonal property Taxes), be deemed to be (x) the amount of such Taxes for the entire Straddle Period period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) or as determined pursuant to the second to the last sentence of this paragraph in the case of Taxes based upon or measured by capital (including net worth or long-term debt) or intangibles, multiplied by (y) a fraction 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 relevant Straddle Period, and (2) in the case of Taxes not described in (1) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy 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 shall be determined as if such taxable period ended as of the close of business on the Closing Date. For purposes of clause (i2) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of taxTax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 7.4(c) 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 Plymouth USA and its Subsidiaries. (ii) The parties hereto willshall, to the extent permitted by applicable or required under Applicable Law, elect with take all actions necessary to treat the Closing Date as the last day of the taxable year or period of Plymouth USA and its Subsidiaries for all Tax purposes. The parties shall cause Plymouth USA and each of its Subsidiaries to file all Tax Returns for the period including the Closing Date on the basis that the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending ended as of the close of business on the Closing Date, unless the relevant Taxing Authority will not accept a Tax Return filed on that basis. (iii) Payment by an Indemnifying Party of any amount due to an Indemnified Party under this Section 7.4 shall be made within ten (10) days following written notice by the Indemnified Party that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the Indemnified Party, provided that the Indemnifying Party shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority or applicable third party. All amounts required to be paid pursuant to this Section 7.4 shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the Indemnified Party. Any payments required pursuant to this Section 7.4 that are not made within the time period specified in this Section shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income tax.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC any Acquired Company that are payable with respect to any tax Tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"“Straddle Period”), shall be apportioned between the portion of any such Taxes that constitutes Pre-period ending on the Closing Taxes shall: Date and the portion beginning after the Closing Date (ia) in the case of Taxes that are either (xi) based upon or related to income or receipts, receipts or (yii) 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 Tax year or period ended on the Closing Date; Date and (iib) in the case of Taxes (other than those described in clause (i) aboveSection 8.6(a)) that are imposed on a periodic basis with respect to the business or assets of RTMAC the Acquired Companies or otherwise measured by the level of any item, 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 fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ia) of the preceding sentencesection, any exemption, deduction, credit or other item (including, without limitation, including the effect of any graduated rates of taxTax) 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 by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 8.6 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 Acquired Companies. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC the Company or any of its Subsidiaries that are payable with respect to any tax Tax period that begins before or on and ends after the Closing Date (a "STRADDLE PERIOD"“Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (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 sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible)) including withholding Taxes, be deemed equal to the amount that would be payable if the tax Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of RTMAC or otherwise measured by the level of any item, 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 portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; provided that Buyer shall pay the amount of any such other Taxes that are incurred solely as a result of any transactions relating to the Company and its Subsidiaries undertaken subsequent to the Closing Date that are not in the ordinary course of business and inconsistent with past practice. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC the Company that are payable with respect to any tax Tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"“Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (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 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 (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of RTMAC the Company or otherwise measured by the level of any item, 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 portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 6.5 shall be computed by reference to the level of such items on the Closing Date. The parties hereto Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC the Company or any of its Subsidiaries that are payable with respect to any tax Tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"“Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income income, receipts or receiptspayments, or (y) 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 Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of RTMAC the Company or its Subsidiaries or otherwise measured by the level of any item, 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 portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, including the effect of any graduated rates of taxTax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 5.10(c) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC the Group Companies that are payable with respect to any tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD")Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ia) in the case of Taxes that are either (xi) based upon or related to income or income, receipts, profits, wages, capital or net worth, (yii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), or (iii) required to be withheld, be deemed equal to the amount that would be payable if the tax Tax year or period ended on the Closing Date; and (iib) in the case of Taxes (other than those described in clause (ia) above) that are imposed on a periodic basis with respect to the business or assets of RTMAC the Group Companies or otherwise measured by the level of any item, 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 portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ia) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, including the effect of any graduated rates of taxTax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In All determinations necessary to give effect to 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 7.05 foregoing allocations shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect made in a manner consistent with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as past practice of the close of business on the Closing DateGroup Companies.

Straddle Periods. (a) For purposes of this Agreement, in the case of any Taxes of RTMAC the Company or any of its Subsidiaries that are payable with respect to any tax Tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"“Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (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 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 Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of RTMAC the Company or its Subsidiaries or otherwise measured by the level of any item, 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 portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 10.6 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 and its Subsidiaries. The parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC the Company or any of its Subsidiaries that are payable with respect to any tax Tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"“Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: shall (ia) in the case of Taxes that are either (xi) based upon or related to income or receipts, or (yii) 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 Tax year or period ended on the Closing Date; , and (iib) in the case of Taxes (other than those described in clause (i) aboveSection 7.7) that are imposed on a periodic basis with respect to the business or assets of RTMAC the Company or its Subsidiaries or otherwise measured by the level of any item, 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 fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ia) of the preceding sentencethis Section 7.7, any exemption, deduction, credit or other item (including, without limitation, including the effect of any graduated rates of taxTax) 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 by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 7.7 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 and its Subsidiaries. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of RTMAC the Companies or the Operating Company that are payable with respect to any tax Tax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"“Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (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 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 Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of RTMAC Companies or the Operating Company or otherwise measured by the level of any item, 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 portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 7.05 13.10(c) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Body to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.