Common use of Allocation of Straddle Period Taxes Clause in Contracts

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real and personal property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended prior to the Closing Date. Any prepayments and deposits of Taxes by Sellers or a Transferred Entity relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the Closing Date, and any Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities and the Sellers.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real and personal property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the day immediately prior to the Closing Date. Any prepayments and deposits of Taxes (or credits for Taxes paid with respect to a prior taxable period) by Sellers Seller, a Sold Entity or a Transferred Entity JV Majority Participation relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the Closing Date, and any other Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities Sold Entities, JV Majority Participations, and the Sellers.Seller. 80/114

Allocation of Straddle Period Taxes. For purposes of this AgreementWith respect to Tax periods beginning on or before the Closing Date and ending after the Closing Date (each, in the case of any Taxes that are imposed on a periodic basis and payable for a “Straddle Period”), the portion of such Tax which relates any income Taxes shall be allocated to the portion of such Straddle Period ending prior on the Closing Date based on a “closing of the books” as if such Straddle Period ended as of the close of business on the Closing Date (and any income Taxes for such Straddle Period not so allocated to the portion of such Straddle Period ending on the Closing Date shall (i) in be allocated to the case of any real and personal property Taxes, be deemed to be the amount portion of such Tax for the entire Straddle Period multiplied by a fraction beginning after the numerator Closing Date); provided, that exemptions, allowances or deductions that are calculated on an annual or other periodic basis (including depreciation and amortization deductions) shall be allocated between the portion of which is such Straddle Period ending on the Closing Date and the portion of such Straddle Period beginning on the day after the Closing Date in proportion to the number of days in each such period. Any property, ad valorem and other similar Taxes imposed on an annual or other periodic basis shall be allocated between the portion of the applicable Straddle Period up to but not including ending on the Closing Date and the denominator portion of which is such Straddle Period beginning on the day after the Closing Date in proportion to the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended prior to the Closing Date. Any prepayments and deposits of Taxes by Sellers or a Transferred Entity relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the Closing Date, and any Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities and the Sellerseach such period.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real and personal property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the day immediately prior to the Closing Date. Any prepayments and deposits of Taxes (or credits for Taxes paid with respect to a prior taxable period) by Sellers Seller, a Sold Entity or a Transferred Entity JV Majority Participation relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the Closing Date, and any other Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities Sold Entities, JV Majority Participations, and the SellersSeller.

Allocation of Straddle Period Taxes. For purposes In any case where applicable Law does not permit the Company and its Subsidiaries to treat the Closing Date as the last day of this Agreementthe Tax period, the amount of Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall: (a) in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates with respect to the portion business or assets of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real Company and personal property Taxesits Subsidiaries, be deemed to be the amount of such Tax Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period up to but not ending on and including the Closing Date Date, and the denominator of which is the number of calendar days in the entire Straddle Period; provided, however, that, if the amount of periodic Taxes imposed for such Tax period reflects different rates of Tax imposed for different periods, within such Tax period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Tax period; and (iib) in the case of Taxes that are based upon or related to income or receipts (including any other Taxincome Taxes), be deemed to be equal to the amount which that would be payable if the relevant Straddle Period Tax period ended prior to on the Closing Date; provided, however, that any exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for amortization and depreciation, shall be apportioned between such two (2) taxable years or periods on a daily basis (notwithstanding that such exemptions, allowances or deductions may under applicable Law be determined solely at the end of the Tax period). Any prepayments and deposits of Notwithstanding the foregoing, any Taxes by Sellers or a Transferred Entity relating to a Straddle Period any transactions not in the Ordinary Course that occur after the time of the Closing on the Closing Date shall be taken into account treated as though occurring on the relevant Straddle Period ended prior to day after the Closing Date, and any Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities and the Sellers.

Allocation of Straddle Period Taxes. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending prior to the Closing Date shall (i) in the case of any real and personal property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the day immediately prior to the Closing Date. Any prepayments and deposits of Taxes (or credits for Taxes paid with respect to a prior taxable period) by Sellers Seller, a Sold Entity or a Transferred Entity JV Majority Participation relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the 83/116 Closing Date, and any other Tax credits for a Straddle Period shall be allocated between the pre-Closing and post-Closing portions of the Straddle Period in the same manner as the Tax to which they relate would be allocated. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Transferred Entities Sold Entities, JV Majority Participations, and the SellersSeller.

Allocation of Straddle Period Taxes. With respect to Taxes of or with respect to, the Acquired Company relating to a Straddle Period, the Seller shall be liable for the amount of such Taxes allocable to the portion of the Straddle Period that is deemed to end on the close of business on the Closing Date. For purposes of this Agreementthe preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which that relates to the portion of such Straddle Period Tax period ending prior to on the Closing Date shall (i) in the case of any real and personal property TaxesTaxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period Tax period multiplied by a fraction the numerator of which is the number of days in the Straddle Period up to but not including Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period, Tax period and (ii) in the case of any other TaxTax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Straddle Period Tax period ended prior to on (and included) the Closing Date. Any prepayments and deposits of Taxes by Sellers For this purpose, any franchise Tax paid or a Transferred Entity relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended prior to the Closing Date, and any Tax credits for a Straddle Period payable based solely on capital shall be allocated between to the pretaxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured. In determining whether a property Tax is attributable to a Pre-Closing and post-Closing portions of the Tax Period or a Straddle Tax Period in the same manner as the (or portion thereof), any property Tax to which they relate would shall be allocated. All determinations necessary to give effect deemed a property Tax attributable to the foregoing allocations shall be made in a manner consistent with prior practice of taxable period specified on the Transferred Entities and the Sellersrelevant property Tax xxxx.