Taxes for Short Taxable Year. For purposes of paragraphs (i) and (ii), whenever it is necessary to determine the liability for Taxes of the Company for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Company had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of paragraphs (a) and (b), whenever it is necessary to determine the liability for Taxes of the Companies or the Transferred Subsidiaries for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Companies or the Transferred Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Companies and the Transferred Subsidiaries had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of Section 5.15(a), whenever it is necessary to determine the Liability for Taxes for a portion of a Straddle Period, the determination of the Taxes for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that Visant had a taxable year or period which ended at the close of the Closing Date, except that (i) Taxes that cannot reasonably be apportioned on a short taxable year basis (such as property tax assessments) shall be apportioned on a time basis and (ii) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of subsections (a) and (b), whenever it is necessary to determine the liability for Taxes of Foremost for a portion of a taxable year or period that begins before and ends after the Financial Closing, the determination of the Taxes of Foremost for the portion of the year or period ending on, and the portion of the year or period beginning after, the Financial Closing shall be determined by assuming that Foremost had a taxable year or period which ended at the close of the Financial Closing, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. In allocating any liability for Taxes between Sellers and Buyer, there shall only be allocated to Sellers Tax liability arising from the ordinary business activities of Foremost. Without limiting the generality of the foregoing, if Buyer shall dissolve Foremost or cause Foremost to transfer all or any significant portion of its assets on the Financial Closing (whether by sale, exchange, merger, distribution or otherwise), or if Foremost shall conduct any other activity outside of the ordinary course of its business on or after the Financial Closing, any and all resulting Tax liability shall be the sole responsibility of Buyer.
Taxes for Short Taxable Year. Whenever it is necessary to ---------------------------- determine the liability hereunder for Taxes of the Bank for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Bank for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Bank had a taxable year or period which ended at the close of the Closing Date and that the Bank closed its books at that time, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned pro rata on a daily basis.
Taxes for Short Taxable Year. For purposes of Sections 11.02(a)(i) and (a)(ii), whenever it is necessary to determine the liability for Taxes of Mountaineer for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of Mountaineer for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that Mountaineer had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of paragraphs (a)(i) and (a)(ii), whenever it is necessary to determine the liability for Taxes of a Company (including any such liability arising from partnership income or loss) or with respect to any of the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC for a portion of a taxable year or period that begins before and ends after the applicable Closing Date (or December 31, 1999), the determination of the Taxes of such Company (or with respect to any of the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC) for the portion of the year or period ending on, and the portion of the year or period beginning after, the applicable Closing Date (or December 31, 1999) shall be determined by assuming a taxable year or period for such Company (or partnership) or with respect to any of the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of Way, the Product Inventory or CIPC which ended at the applicable Closing Date (or December 31, 1999), except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of paragraphs (i) and (ii) above, whenever it is necessary to determine the liability for Taxes of the Group Subsidiaries for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Group Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Group Subsidiaries had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a ratable time basis.
Taxes for Short Taxable Year. For purposes of Sections 5.2 (a) and (b), whenever it is necessary to determine the liability for Taxes of the Company or the Subsidiary for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company and the Subsidiary for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Company and Subsidiary each had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of Section 4.4.1, whenever it is necessary to determine the liability for Taxes for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the relevant entity for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the relevant entity had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation and Taxes on real or personal property, shall be apportioned on a daily basis.
