Common use of Straddle Period Allocation Clause in Contracts

Straddle Period Allocation. To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes to the Pre-Closing Tax Period and Post-Closing Tax Period portions of a Straddle Period, the amount of any Taxes based on or measured by income, receipts, payroll or sales of the Target Entities for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Target Entities for a Straddle Period that relates to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending at the end of the Closing Date and the denominator of which is the number of days in such Straddle Period. The federal partnership income Tax Return of ECG for the Straddle Period taxable year that includes the Closing Date will allocate items of income, gain, loss, deduction and credit for such year to the buyer and sellers of direct interests in ECG based on an interim closing of the books as of the close of business on the Closing Date. For purposes of determining the Unpaid Taxes of the Blockers for such Straddle Period taxable year, (a) the same interim closing of the books as of the close of business on the Closing Date will be utilized to determine the portion of the items of income, gain, loss, deduction and credit for such year allocated to the Blockers from the Companies that is attributable to the Pre-Closing Tax Period portion of such year and (b) any net operating loss carryover of a Blocker from a prior year (to the extent it is both available and utilizable on the Tax Return that will reflect the applicable Unpaid Taxes) shall be allocated first to offset any income or gain of such Blocker for such Pre-Closing Tax Period.

Straddle Period Allocation. To the extent it is necessary for For purposes of this Agreement Section 6.8(a)(ii) and Article VII, the portion of any Tax that relates to determine the allocation portion of Taxes any Straddle Period ending on the day prior to the Closing Date shall be allocated to the Pre-Closing Tax Period and Post-Closing Tax Period portions of a Straddle Period, as follows: (A) the amount of any Taxes based on or measured by income, receipts, payroll or sales of the Target Entities for the Pre-Closing Tax Period will that are (i) based on or measured by income or receipts, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, shall be determined based on an interim closing of the books as of the close of business on the day prior to the Closing Date and Date; (B) the amount of all other Taxes of the Target Entities for a Straddle Period that relates relate to the Pre-Closing Tax Period will shall be deemed equal to be the amount of such Tax Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending at on the end of day prior to the Closing Date and the denominator of which is the number of days in such Straddle Periodthe entire period. The federal partnership income Tax Return of ECG for the Straddle Period taxable year that includes the Closing Date will allocate items of income, gain, loss, deduction and credit for such year to the buyer and sellers of direct interests in ECG based on an interim closing of the books as of the close of business on the Closing Date. For purposes of determining the Unpaid Taxes of the Blockers for such Straddle Period taxable year, (a) the same interim closing of the books as of the close of business on the Closing Date will be utilized to determine the portion of the items of income, gain, loss, deduction and credit for such year allocated to the Blockers from the Companies that is attributable to the Pre-Closing Tax Period portion of such year and (b) any net operating loss carryover of a Blocker from a prior year (shall be borne by the Sellers to the extent it is both available and utilizable on set forth in this Agreement. The remainder of the Tax Return Taxes for the Straddle Period that will reflect are not allocated to the applicable Unpaid Taxes) shall be allocated first to offset any income or gain of such Blocker for such Pre-Closing Tax PeriodPeriod shall be allocated to the portion of the Straddle Period beginning on the Closing Date and such Taxes shall be borne by Buyer.

Straddle Period Allocation. To the extent it is necessary for For purposes of this Agreement Agreement, Taxes which are imposed on Buyer in respect of the ATOM Facility or the Transferred Assets for any taxable period that begins prior to determine the allocation of Taxes Closing Date and ends after the Closing Date (each, a “Straddle Period”) shall be allocated to the Pre-Closing Tax Period and Post-Closing Tax Period portions as follows: (i) in case of Taxes, other than those referred to in the succeeding clause (ii) such Taxes shall be allocated by means of a Straddle Period, the amount of any Taxes based on or measured by income, receipts, payroll or sales closing of the Target Entities for books and records of the Seller as of the end of the day on the day immediately preceding the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period will be determined based and Post-Closing Tax Period in proportion to the number of days in each such period, and (ii) in the case of Taxes imposed on an interim closing a periodic basis with respect to the assets, including property Taxes and ad valorem Taxes, the Taxes deemed allocable to the portion of the books as of the close of business on the Closing Date and the amount of other Taxes of the Target Entities for a Straddle Period that relates to the Pre-Closing Tax Period will be deemed to shall be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the cased of such Taxes determined in 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 taxable period of the period ending at on the end of day immediately prior to the Closing Date and the denominator of which is the number of calendar days in such the entire Straddle Period. The federal partnership income Tax Return of ECG for the Straddle Period taxable year that includes the Closing Date will allocate items of income, gain, loss, deduction and credit for such year to the buyer and sellers of direct interests in ECG based on an interim closing of the books as of the close of business on the Closing Date. For purposes of determining the Unpaid Taxes of the Blockers for such Straddle Period taxable year, (a) the same interim closing of the books as of the close of business on the Closing Date will be utilized to determine the portion of the items of income, gain, loss, deduction and credit for such year allocated to the Blockers from the Companies that is attributable to the Pre-Closing Tax Period portion of such year and (b) any net operating loss carryover of a Blocker from a prior year (to the extent it is both available and utilizable on the Tax Return that will reflect the applicable Unpaid Taxes) shall be allocated first to offset any income or gain of such Blocker for such Pre-Closing Tax Period.

Straddle Period Allocation. To The parties shall cause, to the maximum extent possible under applicable law, any taxable period of the Company and its Subsidiaries that would otherwise be a Straddle Period to end on the Closing Date. In order to apportion appropriately any Taxes relating to the Straddle Period, Buyer shall cause the Company and its Subsidiaries, to the extent it is necessary permitted by law, to elect with the relevant Taxing Authority to treat for all Tax purposes the Closing Date as the last day of the taxable period of the Company and its Subsidiaries. In any case where applicable law does not permit the Company and its Subsidiaries to treat the Closing Date as the last day of the taxable year or period, for purposes of this Agreement Agreement, the portion of any Tax payable with respect to determine a Straddle Period will be allocated between the allocation period of Taxes the Straddle Period that extends before the Closing Date through (and including) the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day immediately after the Closing Date to the end of the Straddle Period in accordance with this Section 9.09(c). The portion of such Tax attributable to the Pre-Closing Tax Straddle Period and Post-Closing Tax Period portions of a Straddle Period, shall (i) in the amount case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts, payroll receipts or sales of the Target Entities for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Target Entities for profits earned during a Straddle Period that relates to the Pre-Closing Tax Period will Period, be deemed to be the amount of such Tax for the entire taxable period (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, the numerator of which is the number of days in the taxable year or period ending at the end of on the Closing Date and the denominator of which is the number of days in such the Straddle Period. The federal partnership income ; and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax Return of ECG for the Straddle Period taxable year that includes the Closing Date will allocate items of based on or measured by income, gainreceipts or profits earned during a Straddle Period, loss, deduction and credit for such year to the buyer and sellers of direct interests in ECG based on an interim a “closing of the books as basis” by assuming that the books of the close Company and its Subsidiaries were closed at the end of business the day on the Closing Date. For purposes of determining the Unpaid Taxes of the Blockers for such Straddle Period taxable year, (a) the same interim closing of the books as of the close of business on the Closing Date will be utilized to determine the portion of the items of income, gain, loss, deduction and credit for such year allocated to the Blockers from the Companies that is attributable to the Pre-Closing Tax Period portion of such year and (b) any net operating loss carryover of a Blocker from a prior year (to the extent it is both available and utilizable on the Tax Return that will reflect the applicable Unpaid Taxes) shall be allocated first to offset any income or gain of such Blocker for such Pre-Closing Tax Period.

Straddle Period Allocation. To The Parties shall cause, to the maximum extent possible under applicable Law, any taxable period of Target that would otherwise be a Straddle Period to end on the Closing Date. In order to apportion appropriately any Taxes relating to the Straddle Period, Buyer shall cause Target, to the extent it is necessary permitted by Law, to elect with the relevant Taxing Authority to treat for all Tax purposes the Closing Date as the last day of the taxable period of Target. In any case where applicable Law does not permit Target to treat the Closing Date as the last day of the taxable year or period, for purposes of this Agreement Agreement, the portion of any Tax payable with respect to determine a Straddle Period will be allocated between the allocation period of Taxes the Straddle Period that extends before the Closing Date through (and including) the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day immediately after the Closing Date to the end of the Straddle Period in accordance with this Section 5(b)(iv). The portion of such Tax attributable to the Pre-Closing Tax Straddle Period and Post-Closing Tax Period portions of a Straddle Period, shall (i) in the amount case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts, payroll receipts or sales of the Target Entities for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Target Entities for profits earned during a Straddle Period that relates to the Pre-Closing Tax Period will Period, such Taxes shall be deemed to be the amount of such Tax for the entire taxable period (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, the numerator of which is the number of days in the taxable year or period ending at the end of on the Closing Date and the denominator of which is the number of days in such the Straddle Period. The federal partnership income , and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax Return of ECG for the Straddle Period taxable year that includes the Closing Date will allocate items of based on or measured by income, gainreceipts or profits earned during a Straddle Period, loss, deduction and credit for such year to the buyer and sellers of direct interests in ECG based on an interim a “closing of the books as basis” by assuming that the books of Target were closed at the end of the close of business day on the Closing Date. For purposes of determining ; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the Unpaid Taxes of the Blockers deduction for such Straddle Period taxable yeardepreciation, (a) the same interim closing of the books as of the close of business on the Closing Date will be utilized to determine the portion of the items of income, gain, loss, deduction and credit for such year allocated to the Blockers from the Companies that is attributable to the Pre-Closing Tax Period portion of such year and (b) any net operating loss carryover of a Blocker from a prior year (to the extent it is both available and utilizable on the Tax Return that will reflect the applicable Unpaid Taxes) shall be allocated first to offset any income apportioned between such two (2) taxable years or gain of such Blocker for such Pre-Closing Tax Periodperiods on a daily basis.

Straddle Period Allocation. To The Parties shall cause, to the maximum extent possible under applicable Law, any taxable period of Target that would otherwise be a Straddle Period to end on the Closing Date. In order to apportion appropriately any Taxes relating to the Straddle Period, Buyer shall cause Target, to the extent it is necessary permitted by Law, to elect with the relevant Taxing Authority to treat for all Tax purposes the Closing Date as the last day of the taxable period of Target. In any case where applicable Law does not permit Target to treat the Closing Date as the last day of the taxable year or period, for purposes of this Agreement Agreement, the portion of any Tax payable with respect to determine a Straddle Period will be allocated between the allocation period of Taxes the Straddle Period that extends before the Closing Date through (and including) the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day immediately after the Closing Date to the end of the Straddle Period in accordance with this Section 6(b)(iv). The portion of such Tax attributable to the Pre-Closing Tax Straddle Period and Post-Closing Tax Period portions of a Straddle Period, shall (A) in the amount case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts, payroll receipts or sales of the Target Entities for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Target Entities for profits earned during a Straddle Period that relates to the Pre-Closing Tax Period will Period, such Taxes shall be deemed to be the amount of such Tax for the entire taxable period (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, the numerator of which is the number of days in the taxable year or period ending at the end of on the Closing Date and the denominator of which is the number of days in such the Straddle Period. The federal partnership income , and (B) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax Return of ECG for the Straddle Period taxable year that includes the Closing Date will allocate items of based on or measured by income, gainreceipts or profits earned during a Straddle Period, loss, deduction and credit for such year to the buyer and sellers of direct interests in ECG based on an interim a “closing of the books as basis” by assuming that the books of Target were closed at the end of the close of business day on the Closing Date. For purposes of determining ; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the Unpaid Taxes of the Blockers deduction for such Straddle Period taxable yeardepreciation, (a) the same interim closing of the books as of the close of business on the Closing Date will be utilized to determine the portion of the items of income, gain, loss, deduction and credit for such year allocated to the Blockers from the Companies that is attributable to the Pre-Closing Tax Period portion of such year and (b) any net operating loss carryover of a Blocker from a prior year (to the extent it is both available and utilizable on the Tax Return that will reflect the applicable Unpaid Taxes) shall be allocated first to offset any income apportioned between such two (2) taxable years or gain of such Blocker for such Pre-Closing Tax Periodperiods on a daily basis.

Straddle Period Allocation. To the extent it is necessary for For purposes of this Agreement Agreement, the portion of any Tax payable with respect to determine a Straddle Period will be allocated between the allocation period of Taxes the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 7.4(d). The portion of such Tax allocable to the Pre-Closing Tax Straddle Period and Post-Closing Tax Period portions of a Straddle Period, shall (i) in the amount case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or measured by income, receipts, payroll receipts or sales of the Target Entities for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Target Entities for profits earned during a Straddle Period that relates to the Pre-Closing Tax Period will Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending at the end of the Pre-Closing Date Straddle Period and the denominator of which is the number of days in such the Straddle Period, and (ii) in the case of any sales or uses taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date. The federal partnership income To the extent that any Tax Return for a Straddle Period is based on the greater of ECG a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable year that includes values for the entire Straddle Period equal the respective values as of the Closing Date will allocate items and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, gain, loss, deduction and credit for the amount of such year to Tax determined as though the buyer and sellers of direct interests in ECG based on an interim closing applicable Tax period terminated at the end of the books as of the close of business day on the Closing Date. For purposes In the case of determining the Unpaid Taxes of the Blockers for such Straddle Period taxable year, a Tax that is (a) paid for the same interim closing privilege of the books as of the close of doing business on the Closing Date will be utilized to determine the portion of the items of income, gain, loss, deduction and credit for such year allocated to the Blockers from the Companies that is attributable to the Pre-Closing Tax Period portion of such year during a period (a “Privilege Period”) and (b) any net operating loss carryover of a Blocker from a computed based on business activity occurring during an accounting period ending prior year (to the extent it is both available Privilege Period, any reference to a “Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and utilizable not the Privilege Period. With respect to real property Taxes and personal property Taxes described in (i) above, the allocation shall be made on the basis of the most recent officially certified Tax Return valuation and assessment for the real property or the personal property, as the case may be. If such valuation pertains to a tax period other than that in which the Closing Date occurs, such apportionment will reflect be recalculated at such time as actual Tax bills for such period are available, and the applicable Unpaid Taxesparties will cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same within sixty (60) shall be allocated first to offset any income or gain days after the issuance of such Blocker for such Preactual Tax bills. The portion of Tax attributable to a Post-Closing Tax PeriodStraddle Period will be calculated in a corresponding manner.

Straddle Period Allocation. To the extent it is necessary permitted or required by Law or administrative practice, the taxable year of each Acquired Company shall be treated as closing as of the Closing Date. In any case where applicable Law does not permit any Acquired Company to treat the Closing Date as the end of the taxable year or period, for purposes of this Agreement Agreement, the portion of any Tax of any Acquired Company payable with respect to determine a Straddle Period will be allocated between the allocation period of Taxes the Straddle Period that extends before the Effective Time through (and including) the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that begins immediately after the Closing Date to the end of the Straddle Period in accordance with this Section 6.2(d). The portion of such Tax attributable to the Pre-Closing Tax Straddle Period and Post-Closing Tax Period portions of a Straddle Period, shall (i) in the amount case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts, payroll receipts or sales of the Target Entities for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Target Entities for profits earned during a Straddle Period that relates to the Pre-Closing Tax Period will Period, such Taxes shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable year or period ending at the end of on and including the Closing Date and the denominator of which is the number of days in such the Straddle Period. The federal partnership income , and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax Return of ECG for the Straddle Period taxable year that includes the Closing Date will allocate items of based on or measured by income, gainreceipts or profits earned during a Straddle Period, loss, deduction and credit for such year to the buyer and sellers of direct interests in ECG based on an interim a “closing of the books as basis” by assuming that the books of the close Companies were closed at the end of business on the day at the Closing Date. For purposes of determining ; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the Unpaid Taxes of the Blockers deduction for such Straddle Period taxable yeardepreciation, (a) the same interim closing of the books as of the close of business on the Closing Date will be utilized to determine the portion of the items of income, gain, loss, deduction and credit for such year allocated to the Blockers from the Companies that is attributable to the Pre-Closing Tax Period portion of such year and (b) any net operating loss carryover of a Blocker from a prior year (to the extent it is both available and utilizable on the Tax Return that will reflect the applicable Unpaid Taxes) shall be allocated first to offset any income apportioned between such two taxable years or gain of such Blocker for such Pre-Closing Tax Periodperiods on a daily basis.