Straddle Tax Periods. For purposes of this Agreement, Tax liabilities with respect to a Tax period which begins on or before and ends after the Closing Date (a “Straddle Tax Period”) shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date. The portion of any Taxes for any Straddle Tax Period allocable to the Pre-Closing Tax Period shall be determined as follows: (i) in the case of any real and personal property Taxes and franchise Taxes not based on gross or net income, based on the total amount of such Taxes for the relevant Straddle Tax Period multiplied by a fraction, the numerator of which shall be the number of days in such Straddle Tax Period through the Closing Date and the denominator of which shall be the total number of days in such Straddle Tax Period, and (ii) in the case of any Taxes other than those described in clause (i), as if such taxable period ended at the close of the Closing Date; provided, however, that for purposes of this clause (ii), any transactions outside the Ordinary Course of Business of the Company following the Closing on the Closing Date shall be allocable to the portion of the Straddle Tax Period following the Closing Date.
Straddle Tax Periods. To the extent permitted or required by applicable Law, the taxable year of the Company and each of its Subsidiaries that begins before and includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent the foregoing is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Tax Period, (a) Property Taxes of the Company or its applicable Subsidiary allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Tax Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Tax Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Tax Period, and (b) Taxes (other than Property Taxes) of the Company or its applicable Subsidiary allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the end of the day on the Closing Date and in a manner consistent with past practices of the applicable entity (or of Seller with respect to such entity); 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 the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period.
Straddle Tax Periods. To the extent permitted or required by applicable Law, the taxable year of the Company that begins before and includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent the foregoing is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Tax Period, (a) Property Taxes of the Company allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Tax Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Tax Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Tax Period, and (b) Taxes (other than Property Taxes) of the Company allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the end of the day on the Closing Date and in a manner consistent with past practices of the Company (or of Seller with respect to the Company); 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 the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period.
Straddle Tax Periods. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Group relating to Straddle Periods that are filed after the Closing Date. With respect to Tax Returns that relate to a Straddle Period, Buyer shall deliver to Sellers’ Representative for Sellers’ Representative’s review and comment a copy of each such Tax Return at least twenty (20) days prior to the due date for the filing of such Tax Return (taking into account any extension). Buyer shall make such revisions to such Tax Returns as are reasonably requested by Sellers’ Representative and received by Buyer at least five (5) days prior to the due date for the filing of such Tax Returns, subject to Buyer’s approval (which shall not be unreasonably withheld). Pursuant to the obligations of Sellers in Section 9.04(c), Sellers shall remit, at least three (3) Business Days prior to the due date (with all extensions) for each such Tax Return, the amount allocable to Sellers unless such amount was taken into account in the calculation of the Final Net Working Capital.
Straddle Tax Periods. With respect to Taxes of any member of the Target Group relating to any Straddle Period, for purposes of determining the allocation of Taxes in connection with this Agreement, the portion of any Tax that is allocable to the Pre-Closing Tax Period will be determined in accordance with the past practice (including reporting positions, elections, and accounting methods) of any member of the Target Group and as follows: (i) in the case of property Taxes and other Taxes similarly imposed on a periodic basis, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period up to and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes (including income, capital gains, VAT and similar Taxes), determined as though the taxable period of the Company and each of its Subsidiaries terminated at the end of the day on the Closing Date; provided that:
10.5.1 in the event that Taxes that are imposed on a periodic basis are attributable to any property which is revalued or re-assessed on or after the Closing Date, the portion of such Taxes allocated to the Pre-Closing Tax Period shall be determined without taking into account such revaluation or re-assessment;
10.5.2 exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period and the period beginning on the day following the Closing Date in proportion to the number of days in each period to which such exemption, allowance or deduction is applicable;
10.5.3 all Tax attributes of the Company or any of its Subsidiaries, including any applicable net operating losses, net capital losses, research and development, Tax credits, research and experimentation Tax credits, investment Tax credits, foreign Tax credits or other Tax credits, and similar Tax attribute of the Company or any of its Subsidiaries that, in each case, are allocable to the Pre-Closing Tax Period shall, to the extent permitted by applicable Legal Requirements, be utilized to reduce the amount of unpaid Taxes otherwise included in the determination of Indebtedness and Net Working Capital (if any); and
10.5.4 the determinations of Cash, Indebtedness and Net Working Capital shall not take into account the effect of any action (including the amendmen...
Straddle Tax Periods. For all purposes under this Agreement, in respect of any Straddle Tax Period, the portion of Taxes that are allocable to a Pre-Closing Tax Period will be: (x) in the case of any ad valorem and property Taxes, the amount of such Tax for the entire Straddle Tax Period multiplied by a fraction the numerator of which is the number of days in the Straddle Tax Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Tax Period, and (y) in the case of any other Taxes, the amount that would be payable if the relevant Straddle Tax Period ended on and included the Closing Date; provided, that the taxable year of any ANAC Company that is a “controlled foreign corporation” (as defined in the Code) shall be deemed to have closed on the Closing Date, including for purposes of computing any inclusion under sections 951 and 951A of the Code (or any corresponding or similar provision of U.S. state or local law). The amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated Tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Tax Period in proportion to the number of days in each portion.
Straddle Tax Periods. With respect to any Project Company Tax Return covering a Straddle Tax Period that is required to be filed after the Closing Date (i) Buyer shall cause such Tax Return to be prepared (in a manner consistent with practices followed in prior taxable periods, except as required by applicable Law) and shall deliver a draft of such Tax Return to the Seller for its review and approval at least thirty (30) days prior to the due date (including extensions) for filing such Tax Return, (ii) the Parties shall then cooperate and consult with each other in order to finalize such Tax Return, (iii) Buyer shall cause such Tax Return to be executed and duly and timely filed with the appropriate Governmental Authority and shall timely pay all Taxes shown as due and payable on such Tax Return, and (d) Seller shall timely reimburse Buyer for any Pre-Closing Taxes with respect to each such Tax Return.
Straddle Tax Periods. In the case of any Taxes with respect to a Straddle Tax Period, the portion of such Tax related to the Pre-Closing Tax Period shall be determined based on a closing of the books as of the close of business on the Closing Date except that the amount of Taxes of the Company or any of its Subsidiaries imposed on a periodic basis for a Straddle Tax Period that relates to the portion of the Straddle Tax Period ending on and including the Closing Date shall be 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 taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Tax Period.
Straddle Tax Periods. For the purposes of determining the liability for Taxes of, or in respect of, or payable by, the Operating Companies or any of their assets or liabilities in respect of any Straddle Tax Period, the amount of any Taxes of the Operating Companies for such Straddle Tax Period which relate to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date; provided, however, that any Taxes and any item (such as depreciation or amortization) determined on a periodic basis shall be allocated between the Pre-Closing Tax Period and the portion of such Straddle Tax Period beginning after the Closing Date by multiplying the amount of such Tax for the entire relevant Straddle Tax Period with a fraction the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Tax Period.
Straddle Tax Periods. In the case of any Tax with respect to the Business or the Purchased Assets that is assessed with respect to a Straddle Tax Period, the amount of any Taxes based on or measured by sales, use, receipts, or other similar items of the Business for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of any other Taxes of the Business for a Straddle Tax Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Tax Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Tax Period ending on the Closing Date and the denominator of which is the total number of days in the Straddle Tax Period. All Straddle Tax Period Taxes not allocated to the Pre-Closing Tax Period pursuant to the foregoing sentence of this Section 10.3(a) shall be allocated to the Post-Closing Tax Period.
