Common use of Straddle Periods Clause in Contracts

Straddle Periods. The Buyer shall be responsible for Taxes of the Acquired Company Assets and the Acquired Companies related to the portion of any Straddle Period occurring on or after the Effective Time. The Seller shall be responsible for Taxes of the Acquired Company Assets and the Acquired Companies (in each case, with respect to Taxes of the Javelina Partnerships, solely to the extent of the Javelina Percentage Interest of such Taxes) relating to the portion of any Straddle Period occurring before and on the Effective Time. With respect to any such Straddle Period, to the extent permitted by applicable Law, the Seller or the Buyer shall elect to treat the close of the day ending immediately prior to the Effective Time as the last day of the Tax period. If applicable Law shall not permit such date to be the last day of a period, then (i) real or personal property Taxes with respect to the Acquired Company Assets and the Acquired Companies shall be allocated based on the number of days in the partial period before and after such 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 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 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 Acquired Company Assets and the Acquired Companies related to the portion of any Straddle Period occurring on or after the Effective Time. The Seller shall be responsible for Taxes of the Acquired Company Assets and the Acquired Companies (in each casewill, with respect to Taxes of the Javelina Partnerships, solely to the extent of the Javelina Percentage Interest of such Taxes) relating to the portion of any Straddle Period occurring before and on the Effective Time. With respect to any such Straddle Period, to the extent permitted unless prohibited by applicable Law, close the Seller or taxable period of the Buyer shall elect to treat Company and any of its Subsidiaries as of the close of business on the day ending immediately prior to the Effective Time as the last day of the Tax periodClosing Date. If applicable Law shall does not permit such date the Company or any of its Subsidiaries to be close its taxable year on the last day of Closing Date or in any case in which a period, then (i) real or personal property Taxes Tax is assessed with respect to any Straddle Period, the Acquired Company Assets and the Acquired Companies Taxes, if any, attributable to a Straddle Period shall be allocated based as follows: (a) real, personal and intangible property Taxes (“Property Taxes”) of the Company or any of its Subsidiaries for the portion of the Straddle Period ending on the Closing Date shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of days in the partial period before entire Straddle Period and after such date, (iib) in the case Taxes of all the Company (other Taxes based on or in respect than Property Taxes) for the portion of income, the Tax computed Straddle Period ending on the basis Closing Date shall be computed as if such taxable period ended as of the taxable income close of business on the Closing Date; provided, however, that exemptions, allowances or loss attributable deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the Acquired Company Assets and the Acquired Companies for number of days in 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 Acquired Company Assets and the Acquired Companies for each partial period as determined from their books and recordssuch period.

Straddle Periods. The Buyer shall be responsible for Taxes of the Acquired Company Assets and the Acquired Companies related to the portion of any Straddle Period occurring on or after the Effective Time. The Seller shall be responsible for Taxes of the Acquired Company Assets and the Acquired Companies (in each case, with respect to Taxes of the Javelina Partnerships, solely to the extent of the Javelina Percentage Interest of such Taxes) relating to the portion of any Straddle Period occurring before and on the Effective Time. With respect to any such Straddle Period, to the extent permitted by applicable Law, the Seller or the Buyer shall elect to treat the close of the day ending immediately prior to the Effective Time as the last day of the Tax period. If applicable Law shall not permit such date to be the last day of a period, then (i) real or personal property Taxes with respect to the Acquired Company Assets and the Acquired Companies shall be allocated based on the number of days in the partial period before and after such 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 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 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 Acquiror, the Company and each of the Acquired Company Assets and the Acquired Companies related to the portion of any Straddle Period occurring on or after the Effective Time. The Seller shall be responsible for Taxes of the Acquired Company Assets and the Acquired Companies (in each case, with respect to Taxes of the Javelina Partnerships, solely to the extent of the Javelina Percentage Interest of such Taxes) relating to the portion of any Straddle Period occurring before and on the Effective Time. With respect to any such Straddle PeriodSubsidiaries will, to the extent permitted by applicable LawLegal Requirements, close the Seller or the Buyer shall elect to treat the close Taxable year of the day ending immediately prior Company and each of its Subsidiaries on the Closing Date. In any case where applicable Legal Requirements do not permit the Company or its Subsidiaries to close its Taxable year on the Closing Date, then Taxes, if any, attributable to the Effective Time as Taxable period of such entity beginning before and ending after the last day of the Tax period. If applicable Law shall not permit Closing Date (such date to be the last day of a period, then a “Straddle Period”) shall be allocated (i) to the Stockholders for the period up to and including the Closing Date, and (ii) to the Acquiror for the period subsequent to the Closing Date. For purposes of this Agreement, in the case of any Straddle Period, the amount of any Taxes for the portion of the Straddle Period that includes the Closing Date: (i) in the case of real or property, personal property and other Taxes with respect to not imposed on the Acquired Company Assets and the Acquired Companies basis of income or receipts, shall be allocated based on the number a daily proration of days in the partial period before such Taxes, and after such date, (ii) in the case of all other Taxes shall be based on or in respect an interim closing of incomethe books of the Company and its Subsidiaries as of the close of business on the Closing Date (and for such purpose, the Tax computed taxable period of any partnership or other pass-through entity in which the Company or any Subsidiary holds a beneficial interest shall be deemed to terminate as of the close of business on the basis of the taxable income or loss attributable to the 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 Acquired Company Assets and the Acquired Companies for each partial period as determined from their books and recordsClosing Date).