Common use of Straddle Tax Periods Clause in Contracts

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. 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. The provisions of this Section 10.3(b) shall apply with respect to both the Company and to the Subsidiary and any JV Entity.

Straddle Tax Periods. For purposes of this Agreement, Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax liabilities Returns with respect to a Tax period the Company for taxable periods which begins on or begin before the Closing Date and ends end after the Closing Date (a “Straddle Tax PeriodPeriods”). Buyer shall provide such Straddle Tax Period Tax Returns to Seller forty-five (45) shall be apportioned between days before the due date thereof (in the case of income Tax Returns) and at least fifteen (15) days before the due date thereof (in the case of all other Tax Returns), and to the extent attributable to the portion of such Straddle Tax Period ending on the Closing Date, shall accept all reasonable comments of Seller. For purposes of this Section 6.6(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Tax Period, the portion of such Tax which relates to the portion of such Straddle Tax Period ending on the Closing Date shall (a) in the case of any Tax other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the portion beginning on denominator of which is the day after number of days in 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: entire period, and (ib) in the case of any real and personal property Taxes and franchise Taxes not Tax based on gross upon or net income, based related to income or receipts be deemed equal to the amount which would be payable if the relevant period ended on the total amount of such Taxes for the relevant Closing Date. Any credits relating to a Straddle Tax Period multiplied by a fraction, the numerator of which shall be taken into account as though 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 relevant period ended at the close of on the Closing Date; provided, however, that for purposes of this clause . All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice (ii), any transactions outside to the Ordinary Course of Business extent permitted by law) of the Company following the Closing on the Closing Date shall be allocable to the portion of the Straddle Tax Period following the Closing DateCompany.

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 (and including) 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 (or, in the case of any such Taxes attributable to any equity interest in any partnership or other flowthrough entity, as if the taxable year of such partnership or other flowthrough entity ended as of the close of business on the Closing Date); provided, however, that for purposes of this clause (iiSection 10.2(a), 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 and any Transaction Tax Deductions shall be allocated to the portion of the Straddle Tax Period ending on the Closing Date.

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 PeriodPeriods”) 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: (ia) 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 (iib) in the case of any Taxes other than those described in clause (ia), as if such taxable period ended at the close of the Closing Date; provided, however, that for purposes of this clause (iib), (i) any Transaction Tax Deductions shall be allocated in accordance with the provisions of Section 10.3(f), (ii) any transactions outside the Ordinary Course of Business of the Company Entities following the Closing on the Closing Date shall be allocable to the portion of the Straddle Tax Period following the Closing DateDate and (iii) any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Tax Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Tax Period as compared to the number of days in the entire Straddle Tax Period.

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 PeriodPeriods”) 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), (A) 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.Date and (B) any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Tax Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Tax Period as compared to the number of days in the entire Straddle Tax Period

Straddle Tax Periods. For purposes of this Agreement, Tax liabilities Liabilities of the Companies with respect to a Tax period 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 Tax Period ended at the close of the day on 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 all Transaction Tax Deductions that are properly deductible in a Straddle Tax Period will be allocable to treated as deductible in the portion of the Straddle Tax Period following ending the Closing DateDate for purposes of this Section 8.1, applying the safe harbor election provided for in IRS Revenue Procedure 2011-29 with respect to any Transaction Tax Deduction constituting a “success based fee.”