Allocation Between Partial Periods. Any Taxes for a period, including a Pre-Closing Partial Period and a Post-Closing Partial Period, shall be apportioned between such Pre-Closing Partial Period and such Post-Closing Partial Period, based, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, on the actual activities, taxable income or taxable loss of the applicable entity during such Pre-Closing Partial Period and such Post-Closing Partial Period.
Allocation Between Partial Periods. With respect to any tax period of the Company beginning before the Closing Date and ending after the Closing Date, any Taxes for such period shall be apportioned between the Pre-Closing Partial Period and the Post-Closing Partial Period based, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, on the actual activities, taxable income or taxable loss of the Company and its subsidiaries, if any, during such Pre-Closing Partial Period and such Post-Closing Partial Period.
Allocation Between Partial Periods. Any TAXES for a -------------------------------------------------- period including a PRE-CLOSING PARTIAL PERIOD and a POST-CLOSING PARTIAL PERIOD shall be apportioned between such PRE-CLOSING PARTIAL PERIOD and such POST- CLOSING PARTIAL PERIOD based, in the case of real and personal property taxes, on a per diem basis and, in the case of other TAXES, on the actual activities, taxable income or taxable loss of each of the SUBSIDIARIES during such PRE- CLOSING PARTIAL PERIOD and such POST-CLOSING PARTIAL PERIOD.
Allocation Between Partial Periods. 38 8.5 Post-Closing Audits and Other Procedures...................................................... 38 8.6 Cooperation................................................................................... 39 Table of Contents (continued) 9.1 Conditions Precedent to Purchaser's Obligations............................................... 39 9.2 Conditions Precedent to the Obligations of Sellers............................................ 40 10. INDEMNIFICATION....................................................................................... 41 10.1 General Indemnification Obligation of Controlling Shareholders................................ 41 10.2 General Indemnification Obligation of Purchaser............................................... 42 10.3 Third Party Claims - Indemnification.......................................................... 42 10.4 Provisions Regarding Indemnity................................................................ 43 10.5 Payment....................................................................................... 44 10.6 Survival of Indemnification................................................................... 44 10.7 Basket/Cap.................................................................................... 44 10.8 Sole Remedy................................................................................... 45 11. MISCELLANEOUS......................................................................................... 45
Allocation Between Partial Periods. Any Taxes for a Tax period beginning before, and ending after, the Closing Date shall be apportioned between the portion of such period ending on the Closing Date (the “Pre-Closing Partial Period”) and the portion of such period beginning after the Closing Date (the “Post-Closing Partial Period”) based on the actual activities, taxable income or taxable loss of the applicable entity during such Pre-Closing Partial Period and such Post-Closing Partial Period on a closing of the books basis.
Allocation Between Partial Periods. For purposes of this Agreement, any Taxes for a period beginning before June 30, 1997 and ending after June 30, 1997 shall be apportioned between the Pre-Cutoff Partial Period and the period following June 30, 1997 (a "Post-Cutoff Partial Period"), based, in the case of real and personal property Taxes, on a per diem basis with respect to Taxes payable in the respective periods, and, in the case of other Taxes, on the actual activities, taxable income or taxable loss of the Companies and the Partnership during such Pre-Cutoff Partial Period and such Post-Cutoff Partial Period.
Allocation Between Partial Periods. Any Taxes for a period including a Pre-Closing Partial Period and a Post-Closing Partial Period shall be apportioned between such Pre-Closing Partial Period and such Post-Closing Partial Period, based in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, on the actual activities, taxable income or taxable loss of the applicable entity during such Pre-Closing Partial Period and such Post-Closing Partial Period using the closing of the books method under Treasury Regulation Section 1.150276(b)(2)(i) (or any similar provision of state, local or foreign law).
Allocation Between Partial Periods. Any Taxes for a period including a Pre-Closing Partial Period and the period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period beginning the day after the Closing Date (such portion, a "Post-Closing Partial Period") shall be apportioned between the Pre-Closing Partial Period and the Post-Closing Partial Period, based, in the case of real and personal property Taxes (if any), on a per diem basis and, in the case of other Taxes, on the actual activities, taxable income or taxable loss of the applicable entity during the Pre-Closing Partial Period and the Post-Closing Partial Period.
Allocation Between Partial Periods. Any Taxes for any period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be apportioned between the Pre-Closing Partial Period and the Post-Closing Partial Period, based, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes (including, without limitation, income Taxes and Taxes in lieu of income Taxes), on the actual activities, taxable income or taxable loss of AFI during such Pre-Closing Partial Period and such Post-Closing Partial Period, based on a closing of the books as of the close of business on the Closing Date. AFI shall not be permitted to carry out any transaction outside the ordinary course of its trade or business on the Closing Date after the Closing (other than the transactions contemplated by this Agreement). “Pre-Closing Partial Period” shall mean the portion of the Straddle period up to and including the Closing Date, and “Post-Closing Partial Period” shall mean the portion of the Straddle period following the Closing Date.
Allocation Between Partial Periods. Any Taxes for any period beginning before the Closing Date and ending after the Closing Date (a "Straddle Period") shall be apportioned between the Pre-Closing Partial Period and the Post-Closing Partial Period, based, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes (including, without limitation, income Taxes and Taxes in lieu of income Taxes), on the actual activities, taxable income or taxable loss of FABC during such Pre-Closing Partial Period and such Post-Closing Partial Period, based on a closing of the books as of the close of business on the Closing Date. FABC shall not be permitted to carry out any transaction outside the ordinary
