Common use of Taxable Year Closing; Allocation of Taxes Clause in Contracts

Taxable Year Closing; Allocation of Taxes. Purchaser shall, unless prohibited by applicable law, cause the taxable periods of the Companies to end as of the close of the Closing Date. Purchaser shall not permit the Companies to take any actions after Closing on the Closing Date that are out of the ordinary course of business, except as required by applicable Rules, this Agreement or consented to by the Agent. For purposes of this Agreement, Taxes incurred by the Companies with respect to a taxable period that includes but does not end on the Closing Date, shall be allocated to the portion of the taxable period ending on the Closing Date: (i) except as provided in (ii) and (iii) below, to the extent feasible, on a specific identification basis, according to the date of the event or transaction giving rise to the Tax, and (ii) except as provided in (iii) below, with respect to periodically assessed ad valorem Taxes and Taxes not otherwise reasonably allocable to specific transactions or events, in proportion to the number of days in such period occurring through the Closing Date compared to the total number of days in such taxable period, and (iii) in the case of any Tax based upon or related to income or receipts, in an amount equal to the Tax which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practices of the Companies.

Taxable Year Closing; Allocation of Taxes. Purchaser The Buyer and the Seller shall, unless prohibited otherwise required by applicable lawApplicable Law, cause treat the taxable periods of the Companies to end Company as ending as of the close of business on the Closing Date. Purchaser The Buyer shall not permit the Companies Company to take any actions action after the Closing time on the Closing Date that are is out of the ordinary course Ordinary Course of businessBusiness, except as required by applicable Rules, this Agreement or consented to by the AgentAgreement. For purposes of this Agreement, Taxes incurred by the Companies Company with respect to a taxable period that includes but does not end on the Closing Date, Date shall be allocated to the portion of the taxable period ending on the Closing Date: (i) except as provided in (ii) and (iii) below, such as sales tax, to the extent feasible, on a specific identification basis, according to the date of the event or transaction giving rise to the Tax, and (ii) except as provided in (iii) below, with respect to periodically assessed ad valorem Taxes and Taxes not otherwise reasonably allocable to specific transactions or events, in proportion to the number of days in such period occurring through the Closing Date compared to the total number of days in such taxable period, and (iii) in the case of any Tax based upon or related to income or receipts, in an amount equal to the Tax which that would be payable if the relevant taxable period ended on the Closing DateDate including taxable periods of any flow-though entities in which Company holds any equity interest. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practices of the CompaniesCompany. For avoidance of doubt, for all income tax purposes, all deductions arising under section 83(h) of the Code as a result of exercises or settlement of options by Company Employees against stock of the Seller after the Closing Date shall reported by the Parties as expenses of the Seller as successor to the Company pursuant to Section 381 of the Code, and neither Buyer nor the Company shall take any Tax reporting position inconsistent with such treatment by the Seller.

Taxable Year Closing; Allocation of Taxes. Purchaser shall, unless prohibited by applicable law, cause the taxable periods of the Companies to end as of the close of the Closing Date. Purchaser The Partnership shall not cause or permit the Companies Purchased Entity or its Subsidiaries to take any actions after Closing on the Closing Date that are out of the ordinary course of business, except as required by applicable Rules, this Agreement or consented to by the Agent. For purposes of this Agreement, Taxes incurred by . If any taxable period of the Companies Purchased Entity or any of its Subsidiaries with respect to a taxable period that includes but any Tax does not end on the Closing Date, the Partnership and the Seller shall elect to have the taxable periods of the Purchased Entity and its Subsidiaries end as of the close of business on the Closing Date to the extent permitted by applicable Law. If such election cannot be allocated made, such that the Purchased Entity or any of its Subsidiaries are required to file a Tax Return for a Straddle Period, the parties hereto agree to use the following conventions for determining the amount of Tax attributable to the portion of the taxable period Straddle Period ending on the Closing Date: (i) except as provided in the case of any Taxes based on, or computed with respect to, net income or earnings, gross income or earnings, capital or net worth, or any other Taxes resulting from or imposed on, sales, receipts, uses, transfers or assignments of property or other assets, payments or accruals to other Persons (ii) and (iii) belowincluding wages), to or any other similar transaction or transactions, the extent feasible, on a specific identification basis, according to amount that would be payable for the date portion of the event Straddle Period ending on the Closing Date if the Purchased Entity or transaction giving rise the Subsidiary filed a separate Tax Return with respect to such Taxes solely for the Taxportion of the Straddle Period ending on the Closing Date using a “closing of the books” method, and (ii) except in the case of all other Taxes, an amount equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as provided in (iii) below, with respect to periodically assessed ad valorem Taxes and Taxes not otherwise reasonably allocable to specific transactions or events, in proportion compared to the number of days in such period occurring through the Closing Date compared to the total number of days in such taxable period, and (iii) in the case of any Tax based upon or related to income or receipts, in an amount equal to the Tax which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practices of the Companiesentire Straddle Period.

Taxable Year Closing; Allocation of Taxes. Purchaser Parent shall, unless prohibited by applicable law, cause the taxable periods of the Companies Company and its Subsidiaries to end as of the close of the Closing Date. Purchaser Parent shall not permit the Companies Company or any of its Subsidiaries to take any actions after Closing on the Closing Date that are out of the ordinary course Ordinary Course of businessBusiness, except as required by applicable Rules, this Agreement or consented to by the AgentRepresentative. For purposes of this Agreement, Taxes incurred by the Companies Company or any of its Subsidiaries with respect to a taxable period that includes but does not end on the Closing Date, shall be allocated to the portion of the taxable period ending on the Closing Date: (i) except as provided in (ii) and (iii) below, to the extent feasible, on a specific identification basis, according to the date of the event or transaction giving rise to the Tax, and (ii) except as provided in (iii) below, with respect to periodically assessed ad valorem Taxes and Taxes not otherwise reasonably allocable to specific transactions or events, in proportion to the number of days in such period occurring through the Closing Date compared to the total number of days in such taxable period, and (iii) in the case of any Tax based upon or related to income or receipts, in an amount equal to the Tax which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practices of the CompaniesCompany and its Subsidiaries.

Taxable Year Closing; Allocation of Taxes. Purchaser Parent shall, unless prohibited otherwise required by applicable lawApplicable Law, cause treat the taxable periods of the Companies to end Company as ending as of the close of business on the Closing Date. Purchaser Parent shall not permit the Companies Company to take any actions action after the Closing on the Closing Date that are is out of the ordinary course Ordinary Course of businessBusiness, except as required by applicable Rules, this Agreement or consented to by the AgentAgreement. For purposes of this Agreement, Taxes incurred by the Companies Company with respect to a taxable period that includes but does not end on the Closing Date, Date shall be allocated to the portion of the taxable period ending on the Closing Date: (i) except as provided in (ii) and (iii) below, to the extent feasible, on a specific identification basis, according to the date of the event or transaction giving rise to the Tax, and (ii) except as provided in (iii) below, with respect to periodically assessed ad valorem Taxes and Taxes not otherwise reasonably allocable to specific transactions or events, in proportion to the number of days in such period occurring through the Closing Date compared to the total number of days in such taxable period, and (iii) in the case of any Tax based upon or related to income or receipts, in an amount equal to the Tax which that would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to Tax credit available in computing Tax liability for a taxable period that begins before and ends after the Closing Date shall be taken into account allocated using the same principles as though specified in clauses (i) through (iii) above with respect to the relevant taxable period ended on the Closing DateTax against which it is creditable. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practices of the CompaniesCompany. Notwithstanding the foregoing, the Parties agree that no part of the Taxes arising from transactions of the Company after the Closing on the Closing Date shall be treated as Pre-Closing Taxes.

Taxable Year Closing; Allocation of Taxes. Purchaser Parent shall, unless prohibited by applicable law, cause the taxable periods of the Companies Company and its Subsidiaries to end as of the close of the Closing Date. Purchaser Parent shall not permit the Companies Company or any of its Subsidiaries to take any actions after Closing on the Closing Date that are out of the ordinary course Ordinary Course of businessBusiness, except as required by applicable Rules, this Agreement or consented to by the AgentAgreement. For purposes of this Agreement, Taxes incurred by the Companies Company or any of its Subsidiaries with respect to a taxable period that includes but does not end on the Closing Date, shall be allocated to the portion of the taxable period ending on the Closing Date: (i) except as provided in (ii) and (iii) below, to the extent feasible, on a specific identification basis, according to the date of the event or transaction giving rise to the Tax, and (ii) except as provided in (iii) below, with respect to periodically assessed ad valorem Taxes and Taxes not otherwise reasonably allocable to specific transactions or events, in proportion to the number of days in such period occurring through the Closing Date compared to the total number of days in such taxable period, and (iii) in the case of any Tax based upon or related to income or receipts, in an amount equal to the Tax which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practices of the CompaniesCompany and its Subsidiaries. For purposes of this Agreement, “Pre-Closing Taxes” means all Taxes of the Company and its Subsidiaries attributable to taxable periods ending on or before the Closing Date, and the Taxes of the Company and its Subsidiaries allocable to the portion of a taxable period ending on the Closing Date.