Allocation of Tax Liability. For all purposes under this Agreement, in the case of any Tax for any Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the end of the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, payroll, sales or receipts, 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 such Straddle Period ending on the end of the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (y) in the case of any Tax based upon or related to income, payroll, sales or receipts be deemed equal to the amount which would be payable if such Straddle Period ended on the end of the Closing Date.
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Allocation of Tax Liability. For all purposes under this Agreement, in the case of any Tax for any Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Straddle Period Taxable period ending on the end of the Closing Date shall (x) in the case of any Taxes Tax other than Taxes Tax based upon or related to income, payroll, sales income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period Taxable period multiplied by a fraction the numerator of which is the number of days in such Straddle Period the Taxable period ending on the end of the Closing Date and the denominator of which is the number of days in the entire Straddle PeriodTaxable period, and (y) in the case of any Tax based upon or related to income, payroll, sales income or receipts be deemed equal to the amount which would be payable if such Straddle Period the relevant Taxable period ended on the end of the Closing Date.
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Samples: Share Purchase Agreement (Hyperion Therapeutics Inc)
Allocation of Tax Liability. For all purposes under this AgreementAgreement (including the determination of Pre-Closing Taxes), in the case of any Tax for any Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period taxable period ending on the end of the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income, payroll, sales income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction the numerator of which is the number of days in such Straddle Period the taxable period ending on the end of the Closing Date and the denominator of which is the number of days in the entire Straddle Periodtaxable period, and (yii) in the case of any Tax based upon or related to income, payroll, sales income or receipts be deemed equal to the amount which would be payable if such Straddle Period the relevant taxable period ended on the end of the Closing Date.
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Samples: Agreement and Plan of Merger (Morgan Group Holding Co)
Allocation of Tax Liability. For all purposes under this AgreementAgreement (including the determination of Pre-Closing Taxes), in the case of any Tax for any Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period taxable period ending on the end of the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, payroll, sales income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction the numerator of which is the number of days in such Straddle Period the taxable period ending on the end of the Closing Date and the denominator of which is the number of days in the entire Straddle Periodtaxable period, and (y) in the case of any Tax based upon or related to income, payroll, sales income or receipts be deemed equal to the amount which would be payable if such Straddle Period the relevant taxable period ended on the end of the Closing Date.
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