Common use of Straddle Periods Clause in Contracts

Straddle Periods. The Buyer shall be responsible for Taxes of the Relevant Assets and the Acquired Companies related to the portion of any Straddle Period occurring after the Closing Date. The Seller shall be responsible for Taxes of the Relevant Assets and the Acquired Companies relating to the portion of any Straddle Period occurring before and on the Closing Date. With respect to any Straddle Period, to the extent permitted by applicable Law, the Seller or the Buyer shall elect to treat the Closing Date as the last day of the Tax period. If applicable Law shall not permit the Closing Date to be the last day of a period, then (i) real or personal property Taxes with respect to the Relevant Assets and the Acquired Companies shall be allocated based on the number of days in the partial period before and after the Closing Date, (ii) in the case of all other Taxes based on or in respect of income, the Tax computed on the basis of the taxable income or loss attributable to the Relevant Assets and the Acquired Companies for each partial period as determined from their books and records, and (iii) in the case of all other Taxes, on the basis of the actual activities or attributes of the Relevant Assets and the Acquired Companies for each partial period as determined from their books and records.

Straddle Periods. The Buyer Issuer shall be responsible for Taxes of the Relevant Assets and the Acquired Companies related to the portion of any Straddle Period occurring after the Closing Date. The Seller Contributor shall be responsible for Taxes of the Relevant Assets and the Acquired Companies relating to the portion of any Straddle Period occurring before and on the Closing Date. With respect to any Straddle Period, to the extent permitted by applicable Law, the Seller Contributor or the Buyer Issuer shall elect to treat the Closing Date as the last day of the Tax period. If applicable Law shall not permit the Closing Date to be the last day of a period, then (i) real or personal property Taxes with respect to the Relevant Assets and the Acquired Companies shall be allocated based on the number of days in the partial period before and after the Closing Date, (ii) in the case of all other Taxes based on or in respect of income, the Tax computed on the basis of the taxable income or loss attributable to the Relevant Assets and the Acquired Companies for each partial period as determined from their books and records, and (iii) in the case of all other Taxes, on the basis of the actual activities or attributes of the Relevant Assets and the Acquired Companies for each partial period as determined from their books and records.

Straddle Periods. The Buyer Company shall be responsible for Taxes shown as due on the Straddle Returns of the Relevant Assets and the Acquired Contributed Companies related to the portion of any Straddle Period occurring commencing after the Closing Date. The Seller AMCI Parties shall be responsible for Taxes shown as due on Straddle Returns of the Relevant Assets and the Acquired Contributed Companies relating to the portion of any Straddle Period occurring before and ending on the Closing Date. With respect to any Straddle Period, to the extent permitted by applicable Law, the Seller AMCI Parties or the Buyer Company shall elect to treat the Closing Date as the last day of the Tax period. If applicable Law shall will not permit the Closing Date to be the last day of a period, then (i) real or personal property Taxes with respect to of the Relevant Assets and the Acquired Contributed Companies shall be allocated based on the number of days in the partial period before and after the Closing Date, (ii) in the case of all other Taxes based on or in respect of income, the Tax computed on the basis of the taxable income or loss attributable to of the Relevant Assets and the Acquired Contributed Companies for each partial period as determined from their books and records, and (iii) in the case of all other Taxes, on the basis of the actual activities or attributes of the Relevant Assets and the Acquired Contributed Companies for each partial period as determined from their books and records.

Straddle Periods. The Buyer shall be responsible for Taxes shown as due on the Straddle Returns of the Relevant Assets and the Acquired Companies related to the portion of any Straddle Period occurring commencing after the Closing Date. The Seller shall be responsible for Taxes shown as due on Straddle Returns of the Relevant Assets and the Acquired Companies relating to the portion of any Straddle Period occurring before and ending on the Closing Date. With respect to any Straddle Period, to the extent permitted by applicable Law, the Seller or the Buyer shall elect to treat the Closing Date as the last day of the Tax period. If applicable Law shall will not permit the Closing Date to be the last day of a period, then (i) real or personal property Taxes with respect to the Relevant Assets and of the Acquired Companies shall be allocated based on the number of days in the partial period before and after the Closing Date, (ii) in the case of all other Taxes based on or in respect of income, the Tax computed on the basis of the taxable income or loss attributable to the Relevant Assets and of the Acquired Companies for each partial period as determined from their books and records, and (iii) in the case of all other Taxes, on the basis of the actual activities or attributes of the Relevant Assets and the Acquired Companies for each partial period as determined from their books and records.

Straddle Periods. The Buyer shall be responsible for Taxes of the Relevant Subject Assets and the Acquired Companies related to the portion of any Straddle Period occurring after the Closing DateDate and for those Taxes constituting Assumed Obligations. The Seller Sellers shall be responsible for Taxes of the Relevant Subject Assets and the Acquired Companies relating to the portion of any Straddle Period occurring before and on the Closing DateDate other than those Taxes constituting Assumed Obligations. With respect to any Straddle Period, to the extent permitted by applicable Law, the Seller Sellers or the Buyer shall elect to treat the Closing Date as the last day of the Tax period. If applicable Law shall not permit the Closing Date to be the last day of a Tax period, then (i) real or personal property Taxes with respect to the Relevant Subject Assets and the Acquired Companies shall be allocated based on the number of days in the partial period before periods ending on the Closing Date and beginning after the Closing Date, (ii) in the case of all other Taxes based on or in respect of income, the Tax computed on the basis of the taxable income or loss attributable to the Relevant Subject Assets and the Acquired Companies for each partial period as determined from their books and records, and (iii) in the case of all other Taxes, on the basis of the actual activities or attributes of the Relevant Subject Assets and the Acquired Companies for each partial period as determined from their books and records.

Straddle Periods. The Buyer shall be responsible for Taxes of the Relevant Acquired Company Assets and the Acquired Companies related to the portion of any Straddle Period occurring after the Closing DateEffective Time. The Seller shall be responsible for Taxes of the Relevant Acquired Company Assets and the Acquired Companies relating to the portion of any Straddle Period occurring before and on the Closing DateEffective Time. With respect to any Straddle Period, to the extent permitted by applicable Law, the Seller or the Buyer shall elect to treat the Closing Date Effective Time as the last day of the Tax period. If applicable Law shall not permit the Closing Date Effective Time to be the last day of a period, then (i) real or personal property Taxes with respect to the Relevant Acquired Company Assets and the Acquired Companies shall be allocated based on the number of days in the partial period before and after the Closing DateEffective Time, (ii) in the case of all other Taxes based on or in respect of income, the Tax computed on the basis of the taxable income or loss attributable to the Relevant Acquired Company Assets and the Acquired Companies for each partial period as determined from their books and records, and (iii) in the case of all other Taxes, on the basis of the actual activities or attributes of the Relevant Acquired Company Assets and the Acquired Companies for each partial period as determined from their books and records.

Straddle Periods. The Buyer shall be responsible for Taxes of the Relevant Subject Entities and Business Assets and the Acquired Companies related relating to the portion of any Straddle Period occurring after the Closing Date. The Seller shall be responsible for Taxes of the Relevant Subject Entities and Business Assets and the Acquired Companies relating to the portion of any Straddle Period occurring before and ending on the Closing Date. With respect to any Straddle Period, to the extent permitted by applicable Law, the Seller or the Buyer shall elect to treat the Closing Date as the last day of the applicable Tax period. If Subject to Section 9(e), if applicable Law shall not permit the Closing Date to be the last day of a Tax period, then (i) real or personal property Taxes with respect to the Relevant Business Assets and the Acquired Companies shall be allocated based on the number of days in the partial period before periods ending on the Closing Date and beginning after the Closing Date, (ii) in the case of all other Taxes based on or in respect of income, income shall be allocated based on the Tax computed on the basis of the taxable income or loss attributable to the Relevant Assets and Subject Entities or the Acquired Companies Business Assets, as applicable, for each partial period as determined from their books and records, and (iii) in the case of all other Taxes, Taxes shall be allocated on the basis of the actual activities or attributes of the Relevant Assets and Subject Entities or the Acquired Companies Business Assets, as applicable, for each partial period as determined from their the Subject Entities’ books and records.

Straddle Periods. The Buyer shall be responsible for Taxes shown as due, or entitled to any refunds, on the Straddle Returns of the Relevant Assets and the Acquired Companies related to Company in respect of the portion of any Straddle Period occurring commencing after the Closing Date. The Seller Sellers shall be responsible for Taxes shown as due, or entitled to any refunds, on Straddle Returns of the Relevant Assets and the Acquired Companies Company relating to the portion of any Straddle Period occurring before and ending on the Closing Date. With respect to any Straddle Period, to the extent permitted by applicable Law, the Seller Sellers or the Buyer shall elect to treat the Closing Date as the last day of the Tax period. If applicable Law shall will not permit the Closing Date to be the last day of a period, then (ia) real or personal property Taxes with respect to of the Relevant Assets and the Acquired Companies Company shall be allocated based on the number of days in the partial period before and after the Closing Date, (iib) in the case of all other Taxes based on or in respect of income, the Tax shall be computed on the basis of the taxable income or loss attributable to of the Relevant Assets and the Acquired Companies Company for each partial period as determined from their books and records, and (iiic) in the case of all other Taxes, the Tax shall be computed on the basis of the actual activities or attributes of the Relevant Assets and the Acquired Companies Company for each partial period as determined from their books and records.

Straddle Periods. The Buyer Alpha shall be responsible for Taxes shown as due, or entitled to any refunds, on the Straddle Returns of the Relevant Assets and the Acquired Companies related to Surviving Entity in respect of the portion of any Straddle Period occurring commencing after the Closing Date. The Seller Shareholders shall be responsible for Taxes shown as due, or entitled to any refunds, on Straddle Returns of the Relevant Assets and the Acquired Companies Company relating to the portion of any Straddle Period occurring before and ending on the Closing Date. With respect to any Straddle Period, to the extent permitted by applicable Law, the Seller Shareholders or the Buyer Alpha shall elect to treat the Closing Date as the last day of the Tax period. If applicable Law shall will not permit the Closing Date to be the last day of a period, then (ia) real or personal property Taxes with respect to of the Relevant Assets and the Acquired Companies Company/Surviving Entity shall be allocated based on the number of days in the partial period before and after the Closing Date, (iib) in the case of all other Taxes based on or in respect of income, the Tax shall be computed on the basis of the taxable income or loss attributable to of the Relevant Assets and the Acquired Companies Company/Surviving Entity for each partial period as determined from their books and records, and (iiic) in the case of all other Taxes, the Tax shall be computed on the basis of the actual activities or attributes of the Relevant Assets and the Acquired Companies Company/Surviving Entity for each partial period as determined from their books its Books and recordsRecords.