Common use of Allocation of Taxes Clause in Contracts

Allocation of Taxes. For purposes of this Agreement, if any Tax (or Tax refund) relates to a period that begins on or before and ends after the Closing Date, the Parties shall use the following conventions for determining the portion of such Tax (or Tax refund) that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period: (a) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes (including income Taxes, employment Taxes and sales and use Taxes), the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (b), 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 period ending on the Closing Date based on the mechanics set forth in clause (a) for periodic Taxes.

Allocation of Taxes. For purposes of this AgreementAll real and personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a Straddle Period shall, if any Tax (or Tax refund) relates to a period the extent that begins on or before and ends the Buyers are responsible therefor after the Closing Date, be apportioned between the Parties shall use Willtek Group and the following conventions for determining Buyers as of the portion Closing Date based on the number of days of such Tax (or Tax refund) that relates to a taxable period included in the Pre-Closing Tax Period and the portion that relates to a number of days of such taxable period included in the Post-Closing Tax Period: (a) in . The Willtek Group shall be liable for the case of property Taxes and other similar Taxes imposed on a periodic basis, the proportionate amount of such Taxes (or Tax refunds) that is attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire periodPeriod, and the remaining Buyers shall be liable for the proportionate amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes (including income Taxes, employment Taxes and sales and use Taxes), the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes (or Tax refunds) for such period shall be that is attributable to the Post-Closing Tax Period. For purposes of clause (b)Within a reasonable period after the Closing, any item determined on an annual or periodic basis (including amortization and depreciation deductions the Willtek Group and the effects Buyers shall present a statement to the other setting forth the amount of graduated rates) reimbursement to which each is entitled under this Section 6.3 for the Straddle Period, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be allocated paid by the Party owing it to the portion other within ten (10) days after delivery of such statement. Thereafter, Willtek Group shall notify the Buyers upon receipt of any xxxx for personal property taxes relating to the Acquired Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Buyers, and the Buyers shall pay the same to the appropriate Tax Authority, provided that if such xxxx covers any part of the period ending Pre-Closing Tax Period, The Willtek Group shall also remit to the Buyers prior to the due date of assessment, payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Willtek Group or the Buyers shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.3, the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. The foregoing shall apply, but not be limited to, that circumstance where liability is imposed on the Closing Date Buyers for Taxes of the Business pertaining to the Pre-closing Period based on Section 75 of the mechanics set forth German General Tax Code (Abgabenordnung) or any comparable national equivalent applicable in clause any other jurisdiction. Any payment required under this Section 6.3 and not made within ten (a10) for periodic Taxesdays after delivery of the statement shall bear interest at the one month LIBOR Rate plus two (2%) percent until paid.

Allocation of Taxes. For purposes of this Agreement, if any Tax (or Tax refund) relates to a period that begins on or before and ends after To the Closing Dateextent permissible under applicable Laws, the Parties shall use agree to elect (and have the Company and each Company Subsidiary elect) to have each Tax year of the Company and each Company Subsidiary to end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Company or any Company Subsidiary is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of such Tax (or Tax refund) that relates to a Pre-the Straddle Period ending on the Closing Tax Period and the portion that relates to a Post-Closing Tax PeriodDate: (a) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) attributable to the Pre-portion of the Straddle Period ending on the Closing Tax Period Date shall be determined by multiplying equal the Taxes for the entire period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the total number of calendar days in the entire period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Straddle Period; and (b) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes and sales and use Taxes, withholding Taxes, etc.), the amount of Taxes (or Tax refunds) attributable to the Pre-portion of the Straddle Period ending on the Closing Tax Period Date shall be determined as if the Company or Company Subsidiary filed a separate return was filed Tax Return with respect to such Taxes for the period portion of the Straddle Period ending on and as of the end of the day on the Closing Date using a “closing of the books methodology,.” and the remaining amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (b), (i) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesdeductions) shall be allocated to the portion of the period Straddle Period ending on the Closing Date based on the mechanics set forth relative number of days in clause such portion of the Straddle Period ending on the Closing Date as compared to the number of days in the entire Straddle Period; (aii) for periodic Taxesany Transaction Deduction shall be attributed to the portion of the Straddle Period ending on the Closing Date, to the fullest extent permitted by applicable Law; and (iii) any item (or Tax) resulting from a Parent Closing Date Transaction shall be attributed to the portion of the Straddle Period beginning after the Closing Date.

Allocation of Taxes. For purposes of this Agreement, if any Tax (or Tax refund) relates to a period that begins on or before and ends after the Closing Dateextent permissible under applicable Laws, the Parties shall use agree to elect (and have the Company elect) to have each Tax year of the Company to end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Company is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of such Tax (or Tax refund) that relates to a Pre-the Straddle Period ending on the Closing Tax Period and the portion that relates to a Post-Closing Tax PeriodDate: (ai) in the case of property Taxes and other similar ad valorem Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) attributable to the Pre-portion of the Straddle Period ending on the Closing Tax Period Date shall be determined by multiplying equal the Taxes for the entire period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the total number of calendar days in the entire period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Straddle Period; and (bii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes and sales and use Taxes, withholding Taxes, etc.), the amount of Taxes (or Tax refunds) attributable to the Pre-portion of the Straddle Period ending on the Closing Tax Period Date shall be determined as if the Company filed a separate return was filed Tax Return with respect to such Taxes for the period portion of the Straddle Period ending on and as of the end of the day on the Closing Date using a “closing of the books methodology,.” and the remaining amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (bii), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesdeductions) shall be allocated to the portion of the period Straddle Period ending on the Closing Date based on the mechanics set forth relative number of days in clause such portion of the Straddle Period ending on the Closing Date as compared to the number of days in the entire Straddle Period; (aB) for periodic Taxesany Transaction Deduction shall be attributed to the portion of the Straddle Period ending on the Closing Date, to the fullest extent permitted by applicable Law; and (C) any item (or Tax) resulting from a Buyer Closing Date Transaction shall be attributed to the portion of the Straddle Period beginning after the Closing Date.

Allocation of Taxes. For purposes (a) Allocation of this AgreementStraddle Period Taxes. Northern Border and ONEOK shall, if any to the extent permitted by applicable Tax (or Law and except as otherwise provided herein, elect with the relevant Tax refund) relates Authority to a period that begins on or before close the Tax Period of the Entities as of and ends after including the Closing Date. Subject to the preceding sentence, in the Parties shall use case of Taxes attributable to the following conventions for determining Entities that are payable with respect to any Straddle Period the portion of any such Tax (or Tax refund) Taxes that relates are allocable to a Pre-Closing Tax Period and the portion that relates to a Post-of the Straddle Period ending on the Closing Tax PeriodDate shall: (a1) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2) in the case of Taxes and (other similar Taxes than those described in clause (i)) imposed on a periodic period basis with respect to the business or assets of the Entities or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined by multiplying the such Taxes for the entire period immediately preceding Tax Period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period, and Straddle Period (the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post"Part-Closing Tax Period; and (b) in the case of all other Taxes (including income Taxes, employment Taxes and sales and use TaxesYear Fraction"), the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (b)1) of the preceding sentence, any exemption, deduction, credit or other item determined that is calculated 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 period Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times the Part-Year Fraction. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a) shall be computed by reference to the level of such items on the mechanics set forth Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in clause (aexcess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period ending on the Closing Date and Northern Border shall be responsible for periodic Taxesand shall pay any Taxes allocable to the portion of the Straddle Period after the Closing Date.

Allocation of Taxes. For purposes (i) Except as provided in Section 4.7(g), Seller shall be responsible for, and shall indemnify and hold Buyer and the Railcar Subsidiaries harmless against any liability for Taxes imposed on any of this Agreement, if the Railcar Subsidiaries for any Tax (or Tax refund) relates to a taxable period that begins ending on or before and ends after the Closing Date, the Parties shall use the following conventions and for determining the portion of any Straddle Period (as defined below) ending on the Closing Date (a “Pre-Closing Tax Period”), any taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code (the “Elections”) and any comparable elections under the provisions of state and local tax law (subject to any reimbursement set forth in Section 4.8), any Taxes imposed on any member of any affiliated group with which any of the Railcar Subsidiaries files or has filed a Tax Return on a consolidated or combined basis for any taxable period of such Tax affiliated group that includes the Closing Date; and any Taxes imposed on Buyer or any Railcar Subsidiary as a result of any material breach of warranty or misrepresentation under Section 2.11 (or Tax refund) the “Pre-Closing Taxes”); provided, however, that relates the amount of any such indemnification provided hereunder shall be net of any accruals and related reserves reflected on the Final Schedule. Except as provided in Section 4.7(g), Buyer shall be responsible for, and shall hold Seller harmless against, any Taxes imposed on the Railcar Subsidiaries for all taxable periods ending after the Closing Date (except with respect to a Straddle Period, in which case Buyer’s indemnity will cover only that portion of any Taxes that do not relate to a Pre-Closing Tax Period Period), and the portion that relates any liability for Taxes attributable to a breach by Buyer of its obligations solely under this Section 4.7 (the “Post-Closing Tax Period: (a) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes (including income Taxes, employment Taxes and sales and use Taxes”), the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (b), 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 period ending on the Closing Date based on the mechanics set forth in clause (a) for periodic Taxes.

Allocation of Taxes. For purposes of this Agreement, if in the case of any Tax (or Tax refund) relates to Taxes that are imposed on a periodic basis and are payable for a Taxable period that begins on or before and ends after includes (but does not end on) the Closing Date, the Parties shall use the following conventions for determining portion of such Tax which relates to the portion of such Tax Taxable period ending on the Closing Date shall (or Tax refund) that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period: (ai) in the case of property any Taxes and other similar than Taxes imposed on a periodic basisbased upon or related to income or receipts, be deemed to be the amount of Taxes (or such Tax refunds) attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire Taxable period multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Taxable period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Taxable period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Period; and (bii) in the case of all other Taxes (including any Tax based upon or related to income Taxes, employment Taxes and sales and use Taxes), or receipts be deemed equal to the amount of Taxes (or Tax refunds) attributable to which would be payable if the Pre-Closing Tax Period shall be determined as if a separate return was filed for the relevant Taxable period ending as of the end of the day ended on the Closing Date using Date. In the case of any Tax credit relating to a “closing Taxable period that begins before and ends after the Closing Date, the portion of the books methodology,” and the remaining amount of the Taxes (or such Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (b), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated credit which relates to the portion of the such Taxable period ending on the Closing Date based on shall be the mechanics set forth amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in clause (aii) above bears to the total amount of Taxes for periodic Taxessuch Taxable period. For the avoidance of doubt and notwithstanding any contrary provision of Tax Law or accounting principle, the employer’s share of all payroll, employment, unemployment and similar Taxes payable with respect to all stock option exercises, payments to stock option holders, and all other payments of compensation to any Person in connection with the Merger, shall be allocable to the Preclosing Tax Period.

Allocation of Taxes. For purposes The Buyer shall not permit any Newco to take any action after Closing on the Closing Date that is out of the Ordinary Course of Business, except as required by the express terms of this Agreement, if any Tax (or Tax refund) relates to a period that begins on or before and ends after the Closing Dateother Ancillary Documents, the Parties Inventory Purchase and Sale Agreement, and the Equipment Tester Transfer Agreement. With respect to any Straddle Period, Taxes incurred by the Newcos or with respect to the Assigned IPR, Transferred Assets or the Assumed Liabilities shall use be allocated between the following conventions for determining the portion of such Tax (or Tax refund) that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax PeriodPeriod as follows: (ai) in the case of property Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of any property, based on the Taxes which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable period ended on the Closing Date; and other similar (ii) in the case of Taxes imposed on a periodic basis, or otherwise measured by the level of any item with respect to the assets of any Newco, or with respect to any Assigned IPR, Transferred Asset or Assumed Liability, deemed to be the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined by multiplying the such Taxes for the entire period Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes (Straddle Period. Any credit or Tax refunds) shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes (including income Taxes, employment Taxes and sales and use Taxes), the amount refund resulting from an overpayment of Taxes (or Tax refunds) attributable to the Pre-Closing Tax for a Straddle Period shall be determined as if a separate return was filed for prorated based upon the period ending as method employed in this Section 6.02(b) taking into account the type of Tax to which the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes (credit or Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (b), 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 period ending on the Closing Date based on the mechanics set forth in clause (a) for periodic Taxesrefund relates.

Allocation of Taxes. For purposes of this AgreementPurchaser and the Sellers shall, if any Tax to the extent permitted by applicable Law (or to the extent applicable Law does not so require), elect with the relevant Taxing Authority to treat for all purposes the Closing Date as the last day of a taxable period of each of CHC, any Acquired Entity, any Fund Entity and their respective Subsidiaries (including any such entity that is treated as a partnership for U.S. federal income tax purposes). If applicable Law does not require or permit the Parties to close any federal state, local or foreign Tax refund) relates to a period that begins on or before of each of CHC, any Acquired Entity, any Fund Entity and ends after their respective Subsidiaries as of the Closing Date, or for any other taxable period of such entity that includes, but does not end on, the Parties shall use Closing Date (any of the following conventions for determining foregoing, a “Straddle Period”), the allocation of Taxes as between the portion of such Tax (or Tax refund) that relates to a Pre-Straddle Period ending on and including the Closing Tax Period Date and the portion that relates to a Post-of such Straddle Period beginning after the Closing Tax PeriodDate shall be made as follows: (ai) in the case of property Taxes and based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other similar than Taxes imposed on a periodic basisbased upon income or gross receipts, the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax any Straddle Period shall be determined by multiplying closing the Taxes for books of such Acquired Entity as of the entire period close of business on the Closing Date and by a fraction, the numerator of which is the number of calendar days in treating the portion of such Straddle Period ending on and including the Closing Date and the portion beginning after the Closing Date as, respectively, separate taxable years (provided that any exemptions, allowances or deductions that are calculated on an annual basis (including but not limited to depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the denominator of which is period ending after the Closing Date in proportion to the number of calendar days in the entire each such period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Period); and (bii) in the case of all Taxes that are determined on a basis other Taxes (including income Taxesthan income, employment Taxes and sales and use Taxes)gross receipts or specific transactions, the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (b), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated allocable to the portion of the period Straddle Period ending on and including the Closing Date and the portion of the Straddle Period beginning after the Closing Date based on the mechanics set forth a pro ration of days in clause (a) for periodic Taxessuch Straddle Period.

Allocation of Taxes. For To the extent applicable for purposes of this AgreementAgreement and within the control of Purchaser and/or CT, if Purchaser and CT shall cause any Acquired Entity, Fund Entity and any of their respective Subsidiaries that is treated as a partnership for U.S. federal income Tax (or Tax refund) relates purposes to a period that begins on or before elect the closing of the books method to allocate items of income, gain, loss, deduction and ends after credit through the Closing Date. For any taxable period of any Acquired Entity or any of its Subsidiaries that includes, but does not end on, the Parties shall use Closing Date (any such taxable period, a “Straddle Period”), the following conventions for determining allocation of Taxes as between the portion of such Tax (or Tax refund) that relates to a Pre-Straddle Period ending on and including the Closing Tax Period Date and the portion that relates to a Post-of such Straddle Period beginning after the Closing Tax PeriodDate shall be made as follows: (ai) in the case of property Taxes and based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other similar than Taxes imposed on a periodic basisbased upon income or gross receipts, the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax any Straddle Period shall be determined by multiplying closing the Taxes for books of such Acquired Entity as of the entire period close of business on the Closing Date and by a fraction, the numerator of which is the number of calendar days in treating the portion of such Straddle Period ending on and including the Closing Date and the portion beginning after the Closing Date as, respectively, separate taxable years (provided, that any exemptions, allowances or deductions that are calculated on an annual basis (including but not limited to depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the denominator of which is period ending after the Closing Date in proportion to the number of calendar days in the entire each such period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Period); and (bii) in the case of all Taxes that are determined on a basis other Taxes (including income Taxesthan income, employment Taxes and sales and use Taxes)gross receipts or specific transactions, the amount of Taxes (or Tax refunds) attributable shall be allocable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as portion of the end of the day Straddle Period ending on and including the Closing Date using a “closing and the portion of the books methodology,” and Straddle Period beginning after the remaining amount Closing Date based on a pro ration of the Taxes (or Tax refunds) for days in such period shall be attributable to the Post-Closing Tax Straddle Period. For purposes of clause (b)this Article 8, any item determined on an annual or periodic basis (transaction that takes place after the Closing, including amortization and depreciation deductions and transactions taking place after the effects of graduated rates) shall be allocated to the portion of the period ending Closing but on the Closing Date based on Date, shall be considered made after the mechanics set forth in clause (a) for periodic TaxesClosing Date.

Allocation of Taxes. For purposes of this Agreement, if If any Tax (or Tax refundother than a Transfer Tax) relates to a period that begins on or before and ends after the Closing DateStraddle Period, the Parties parties hereto shall use the following conventions for determining the portion of such Tax (or Tax refund) that relates to a the Pre-Closing Tax Period and the portion that relates to a the Post-Closing Tax Period: (ai) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Period; and (bii) in the case of all other Taxes (including income Taxes, employment Taxes and sales and use Taxes), the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “"closing of the books methodology,” " and the remaining amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (bthis Section 6.09(g), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesdeductions) for income Tax purposes shall be allocated to the portion of the period Straddle Period ending on the Closing Date based on the mechanics set forth relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) except as provided in clause (aC), any Tax or item of income, gain, loss, deduction or credit resulting from a transaction engaged in by the Company or its Subsidiaries after the Closing that is outside of the ordinary course of business shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (C) for periodic Taxesany item of deduction attributable to any Transaction Tax Deductions and other items incurred by Unitholders shall be allocated to the portion of the Straddle Period ending on the Closing Date.