Common use of Tax Convention Clause in Contracts

Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 6.4 or any other provision of this Agreement to determine any liability for Taxes attributable to a taxable period that begins before the Closing Date and ends after the Closing Date (a “Straddle Period”), the determination as to the portion of such Taxes payable for the period ending on the Closing Date, other than any ad valorem or property Taxes, shall be made by treating the Closing Date as the end of a short taxable year of Seller or the Related Entity, as the case may be. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All personal property Taxes which are past due upon any personal property included among the Purchased Assets or in respect of assets of any Related Entity prior to the Closing Date shall be paid by Seller (or if Seller has objected to such Taxes, Seller shall assume responsibility for such Taxes), together with any penalty or interest thereon. Current personal property Taxes attributable to the Purchased Assets or in respect of assets of any Related Entity for any Straddle Period shall be prorated and adjusted between Seller and Buyer as of the Closing Date on a per diem basis based on the number of days in the portion of such Straddle Period ending on the Closing Date (“Pre-Closing Period”) and the number of days of such taxable period beginning on the day after the Closing Date (“Post-Closing Period”). Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If current Tax bills are unavailable at the Closing Date, the prior year’s Tax bills shall be used for proration purposes and when the current year’s Tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.

Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 6.4 7.3 or any other provision of this Agreement to determine any liability for Taxes attributable to a taxable period that begins before the Closing Date and ends after the Closing Date (a “Straddle Period”), the determination as to the portion of such Taxes payable for the period ending on the Closing Date, other than any ad valorem or property Taxes, shall be made by treating the Closing Date as the end of a short taxable year of Seller or Sellers based on an interim closing of the Related Entity, as the case may bebooks. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All personal property Taxes which are past due upon any personal property included among the Purchased Assets or in respect of the assets of any Related Entity North American Company prior to the Closing Date shall be paid by Seller Sellers (or if any Seller has objected to such Taxes, such Seller shall assume responsibility for such Taxes), together with any penalty or interest thereon. Current personal property Taxes attributable to the Purchased Assets or in respect of the assets of any Related Entity Xxxx Co. or Specialized Fabrics, for any Straddle Period shall be prorated and adjusted between Seller Sellers and Buyer the ITI Entities as of the Closing Date on a per diem basis based on the number of days in the portion of such Straddle Period ending on the Closing Date (“Pre-Closing Period”) and the number of days of such taxable period beginning on the day after the Closing Date (“Post-Closing Period”). Seller Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and Buyer the ITI Entities shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If current Tax bills are unavailable at the Closing Date, the prior year’s Tax bills shall be used for proration purposes and when the current year’s Tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.

Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 6.4 5.06 or any other provision of this Agreement to determine any liability for Taxes relating to the Business or the Acquired Assets attributable to a taxable period that begins before or any portion thereof ending with the Closing Date or any period straddling the Closing Date, and ends the Tax Return in respect of such Tax liability relates to a taxable year or period beginning on or before and ending after the Closing Date (a “"Straddle Period”"), the determination as to the portion of such Taxes payable for the period ending on the Closing Date, other than any ad valorem or property Taxes, shall be made by apportioning the total Taxes involved by treating the Closing Date as the end of a short taxable year of Seller or the Related Entity, as the case may beSeller. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All personal property Taxes which are past due upon any personal property included among the Purchased Acquired Assets or in respect of assets of any Related Entity prior to the Closing Date shall be paid by Seller (or if Seller has objected to such Taxes, Seller shall assume responsibility for such Taxes), together with any penalty or interest thereon. Current personal property Taxes attributable to the Purchased Acquired Assets or in respect of assets of any Related Entity for any Straddle Period shall be prorated and adjusted between Seller and Buyer as of the Closing Date on a per diem basis based on the number of days in the portion of such Straddle Period ending on the Closing Date (“"Pre-Closing Period”") and the number of days of such taxable period beginning on the day after the Closing Date (“"Post-Closing Period”"). Seller and the Principals shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If current Tax bills are unavailable at the Closing Date, the prior year’s 's Tax bills shall be used for proration purposes and when the current year’s 's Tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.

Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 6.4 5.08 or any other provision of this Agreement to determine any liability for Taxes relating to the Business, the Indian Assets or the Acquired Assets attributable to a taxable period that begins before or any portion thereof ending on the Closing Date or any period straddling the Closing Date, and ends the Tax Return in respect of such Tax liability relates to a taxable year or period beginning on or before and ending after the Closing Date (a “"Straddle Period”"), the determination as to the portion of such Taxes payable for the period ending on the Closing Date, other than any ad valorem or property Taxes, shall be made by apportioning the total Taxes involved by treating the day immediately before the Closing Date as the end of a short taxable year of the applicable Seller or Company and by treating the Related Entity, Closing Date as the case may bebeginning of a short taxable year of Buyer. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All personal property Periodic Taxes which are past due upon any personal property included among the Purchased Assets or in respect as of assets of any Related Entity prior to the Closing Date shall be paid by the Domestic Seller Companies (or if a Seller Company has objected to such Taxes, the Domestic Seller Companies shall assume or cause ZSP to assume responsibility for such Taxes), together with any penalty or interest thereon. Current personal property Periodic Taxes attributable to the Purchased Assets or in respect of assets of any Related Entity for any Straddle Period shall be prorated and adjusted between the Domestic Seller Companies and Buyer as of the Closing Date on a per diem basis based on the number of days in the portion of such Straddle Period ending on the day immediately before the Closing Date (“"Pre-Closing Period”") and the number of days of such taxable period beginning on the day after the Closing Date (“"Post-Closing Period”"). The Domestic Seller Companies and the Principal shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If current Tax bills are unavailable at the Closing Date, the prior year’s 's Tax bills shall be used for proration purposes and when the current year’s 's Tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.