Common use of Straddle Period Tax Allocation Clause in Contracts

Straddle Period Tax Allocation. If a Target Company does not close its taxable year on the applicable Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the applicable Closing Date but does not begin or end on that day (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Pre-Closing Period for the period up to and including the applicable Closing, and (ii) to the period beginning after the applicable Closing for the period subsequent to the applicable Closing. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Target Company as of the applicable Closing (but taking into account any Tax consequences of the Closing), provided that (x) real and personal property Taxes and any other ad valorem Taxes shall be apportioned on a per diem basis and (y) exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the applicable Closing and the period after the applicable Closing in proportion to the number of days in each such period.

Straddle Period Tax Allocation. If a Target the Company or any of its Subsidiaries does not close its taxable year on the applicable Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the applicable Closing Date but does not begin or end on that day (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (ia) to the Pre-Closing Tax Period for the period up to and including the applicable ClosingClosing Date, and (iib) to the period beginning after the applicable Closing Date for the period subsequent to the applicable ClosingClosing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Target Company and its Subsidiaries as of the applicable Closing (but taking into account any Tax consequences of the Closing)Date, provided that (xi) real and personal property Taxes and any other ad valorem Taxes shall be apportioned on a per diem basis and (yii) exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the applicable Closing Date and the period after the applicable Closing Date in proportion to the number of days in each such period.