Common use of Straddle Tax Periods Clause in Contracts

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 each of the Company Companies and each of its respective 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 either of the Company Companies 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 either of the Company Companies 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 (i) In the case of any Taxes that are payable for a Straddle Tax Period, to the extent permitted by Law or required by applicable Lawadministrative practice, the any taxable year of the Company and each of or its Subsidiaries that begins before and includes the Closing Date shall will be treated as closing ending on (and including) such day. (ii) In the case of Taxes that are payable with respect to a Straddle Tax Period that is not treated under Section 8.2(c)(i) as ending on the Closing Date. To , the extent the foregoing is not permitted or required by applicable Law, for purposes of this Agreement, in the case portion of any Straddle such Tax Period, (a) Property Taxes of the Company or its applicable Subsidiary that is allocable to the Pre-Closing Tax Period shall be: (1) in the case of Taxes that are either (A) Income Taxes or (B) imposed on a periodic basis and measured by the level of any item which is required to be equal determined as of the Closing Date or which is clearly determinable as of the Closing Date (provided that such determination is made by a Party in a manner reasonably acceptable to both Parties), the amount which would be payable if the Tax year ended on the day immediately preceding the Closing Date and (2) in all other cases, the amount of such Property Taxes for the entire Straddle Tax Period multiplied by a fraction, fraction the numerator of which is the number of calendar days during the Straddle Tax Period that are in the Pre-period prior to the Closing Tax Period Date 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.