Common use of Straddle Period Clause in Contracts

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period, multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.

Straddle Period. For Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement, whenever it is necessary Agreement (i) to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes Pre-Closing Tax Period for the portion of the Straddle Period ending up to and including the close of business on the Closing Date and including, and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period beginning after, subsequent to the Closing Date will Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be determined by assuming that allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period consisted of two taxable years or periods, one which ended at the close of ending with and including the Closing Date and number of days during the other which began at Straddle Period commencing on the beginning day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the day following Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, and, any allocation of gross or net income or deductions or other items of income, gain, deduction, loss or credit of required to determine any Taxes attributable to such member for the a Straddle Period will shall be allocated between such two taxable years or periods on made by means of a “closing of the books basis” by assuming that and records of the books were closed at Group Companies as of the close of the Closing Date, provided, however, that exemptions, allowances or and deductions that are calculated on an annual basis (such as the deductions for including depreciation and real estate taxesamortization deductions) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period, multiplied by a fraction the numerator of which is the number of calendar days in allocated between the period ending on the Closing Date and the denominator of which is period after the Closing Date in proportion to the number of calendar days in the entire each such period.

Straddle Period. For In the purposes case of this Agreement, whenever it is necessary to determine any taxable period that includes (but does not end on) the liability for Taxes Closing Date (other than personal property Taxes of Washington) for a “Straddle Period”), (A) the determination portion of the any Taxes for that are allocable to the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bx) in the case of Taxes that are imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itembasis, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property taxes), the amount of such Taxes for the immediately preceding period, ) multiplied by a fraction the numerator of which is the number of calendar days in 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 periodStraddle Period; and (y) in the case of Taxes not described in (x), the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books (and for such purpose, the taxable period of any “controlled foreign corporation”, partnership or “flow-through” entity in which the Acquired Companies hold a beneficial interest will be deemed to terminate at such time). For purposes of clause (y) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis, determined by multiplying the entire amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine the liability for Any Taxes (other than personal property Taxes of Washingtondescribed in Section 9.02) for imposed with respect to a Straddle Period, (A) the determination of the Taxes for Period shall be allocated between the portion of the Straddle Period ending on and including, the Closing Date and the portion beginning the day after the Closing Date in the following manner: (i) in the case of a real property, property, intangibles or other similar ad valorem Tax (collectively, “Property Tax”) for a Straddle Period, the amount of such Tax allocable to each portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the total amount of such Taxes Tax for the entire period, period in question multiplied by a fraction fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the case of all other Taxes for a Straddle Period, such Taxes shall be allocated to each portion of the Straddle Period based on an interim closing of the books at the close of business on the Closing Date. For the avoidance of doubt, solely for purposes of allocating any Property Tax paid or payable in connection with any of the Transferred Assets pursuant to clause (i), (x) the Straddle Period shall be the tax period of the Taxing Authority for which such Property Tax is assessed which includes the Closing Date, (y) such tax period shall begin on the date the Lien for such Property Tax attaches to the relevant property (the “Lien Date”) and shall end on the day before the next succeeding Lien Date for such Property Tax and (z) the date of adoption or effectiveness of any state or local budget shall not constitute or otherwise affect the Lien Date for any such Property Tax. Solely for purposes of calculating prorations pursuant to clause (i), Purchaser shall be deemed to be in title to the Transferred Assets, and therefore entitled to the income and responsible for the expenses, for the entire periodday of the Closing Date.

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) the Company for a Straddle Period, (A) the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and, Date and (a) Taxes measured by items of income, gain, deduction, loss or credit of such member the Company for the Straddle Period will shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of business on the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis and (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bb) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itemother Taxes, the Taxes for amount allocated to the portion of the Straddle Period ending on and including the Closing Date shall be deemed determined to be the amount of such Taxes Tax for the entire period, taxable year or period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the taxable year or period ending on the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period and balance of such Taxes shall be allocated to the portion of the Straddle Period after the Closing Date.

Straddle Period. For In the purposes case of this Agreement, whenever it is necessary to determine the liability for Taxes any taxable period that includes (other than personal property Taxes of Washingtonbut does not end on) for a Straddle Period, (A) the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on (a “closing Straddle Period”), the amount of Taxes that is allocable to the books basis” by assuming that the books were closed at the close of the Pre-Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis Tax Period shall (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (Bi) in the case of Taxes that are imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item(such as real property taxes), the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire 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 calendar days in the period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire periodrelevant Straddle Period and (ii) in the case of Taxes that are not described in clause (i) above (such as income Taxes, Taxes imposed in connection with any sale or other transfer or assignment of property, and payroll and similar Taxes), be deemed to be equal to the amount that would have been payable if the taxable year or period of the Company ended on the Closing Date; provided, that, in determining such amount, exemptions, allowances or deductions that are calculated on a periodic basis, such as the deduction for depreciation, shall be taken into account on a pro-rated basis in the manner described in clause (i) above. 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 6.9(b) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company.

Straddle Period. For Taxes for any Tax period of the Target Companies that includes but does not end on the Closing Date (a “Straddle Period”) shall be allocated for all purposes of this Agreement, whenever it is necessary Agreement (i) to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes Securityholders for the portion of the Straddle Period ending on Tax period up to and including, including the Closing Date and (ii) to Parent for the portion of the Tax period beginning after the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Target Companies for a Straddle Period beginning after, shall be allocated between the Closing Date will be determined by assuming that periods described in clauses (i) and (ii) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period consisted of two taxable years or periods, one which ended at the close of ending with and including the Closing Date and number of days during the other which began at the beginning of Straddle Period commencing on the day following after the Closing Date, andand (B) Taxes that are not Per Diem Taxes, items including Income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of income, gain, deduction, loss or credit of such member the Target Companies for the a Straddle Period will shall be allocated between the periods described in clauses (i) and (ii) of the preceding sentence as if such two taxable years Tax period ended as of the end of the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or periods on net income or deductions or other items required to determine any Taxes attributable to such a “Straddle Period shall be made by means of a closing of the books basis” by assuming that and records of the books were closed at Target Companies as of the close end of the Closing Date, provided, however, provided that exemptions, allowances allowances, deductions or deductions periodic Taxes (such as property Taxes) that are calculated on an annual basis (such as the deductions for including, but not limited to, depreciation and real estate taxesamortization deductions) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period, multiplied by a fraction the numerator of which is the number of calendar days in allocated between the period ending as of 11:59 p.m. Eastern time on the Closing Date and the denominator of which is period after the Closing Date in proportion to the number of calendar days in the entire each such period.

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of Taxes attributable to the Straddle Period ending income, property or operations of Xxxxxxxx or the Company for any taxable period that begins on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of before the Closing Date and the other which began at the beginning of the day following ends after the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on Date (a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxesStraddle Period”) will be apportioned between such two taxable years or periods the period of the Straddle Period that begins before the Closing Date and ends on and includes the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that begins the day after the Closing Date and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 6.04. For purposes of this Section 6.04, the portion of Taxes attributable to a daily basis, or Pre-Closing Straddle Period shall (Bi) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned by Xxxxxxxx or the Company during a Straddle Period, be deemed to equal the amount that would be payable if the Straddle Period ended on and included the Closing Date; and (ii) in the case of personal property, real property, ad valorem and other Taxes of Xxxxxxxx or the Company imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itemduring a Straddle Period, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such the Taxes for the entire period, Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire periodsuch Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner.

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes for the portion of Taxes attributable to the Straddle Period ending on and includingincome, and the portion property or operations of the Straddle Period beginning after, the Closing Date will be determined by assuming Company for any taxable period that the Straddle Period consisted of two taxable years begins on or periods, one which ended at the close of before the Closing Date and the other which began at the beginning of the day following ends after the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on Date (a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxesStraddle Period”) will be apportioned between such two taxable years or periods the period of the Straddle Period that begins before the Closing Date and ends on and includes the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that begins the day after the Closing Date and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 6.04. For purposes of this Section 6.04, the portion of Taxes attributable to a daily basis, or Pre-Closing Straddle Period shall (Bi) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned by the Company during a Straddle Period, be deemed to equal the amount that would be payable if the Straddle Period ended on and included the Closing Date; and (ii) in the case of personal property, real property, ad valorem and other Taxes of the Company imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any itemduring a Straddle Period, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such the Taxes for the entire period, Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire periodsuch Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner.

Straddle Period. For the purposes of this Agreement, whenever it is necessary to determine determining the liability for Taxes payable by the Indemnifying Holders under Section 4.10(e) (other than personal property Taxes of WashingtonTax Matters; Filing Tax Returns) for a Straddle Period, (A) the determination of and the Taxes for which the portion of the Straddle Period ending on and includingIndemnifying Holders are liable under Section 6.2(a)(vi) (Indemnification), and the portion of the Straddle Period beginning after, the Closing Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books were closed at the close of the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for which the portion of the Straddle Period Company and its Subsidiaries are liable for any taxable period ending on after and including the Closing Date (a “Straddle Period”) shall be deemed allocated to be the portion of the period ending on the Closing Date as follows: (i) with respect to property Taxes, the amount allocable to the portion of the period ending on the Closing Date shall equal the amount of such property Taxes for the such entire period, Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the period portion of such Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period; and (ii) with respect to all other Taxes, the amount allocable to the portion of the period ending on the Closing Date shall be determined based on an actual closing of the books used to calculate such Taxes as if such tax period ended as of the close of business on the Closing Date (and for such purpose, the tax period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time). In the case of clause (ii), exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date was the last day of the Straddle Period) shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period thereafter in proportion to the number of days in each such portion.

Straddle Period. For Taxes for any Tax period of the Company that includes but does not end on the Closing Date (a “Straddle Period”) shall be allocated for all purposes of this Agreement, whenever it is necessary Agreement (i) to determine the liability for Taxes (other than personal property Taxes of Washington) for a Straddle Period, (A) the determination of the Taxes Pre-Closing Tax Period for the portion of the Straddle Period ending up to and including the close of business on and includingthe Closing Date, and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period beginning after, subsequent to the Closing Date will Date. For this purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Company for a Straddle Period shall be determined by assuming that allocated between the periods described in clauses (i) and (ii) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period consisted of two taxable years or periods, one which ended at the close of ending with and including the Closing Date and the other which began at number of days during the beginning of Straddle Period commencing on the day following after the Closing Date, andand (B) Taxes that are not Per Diem Taxes, items including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of income, gain, deduction, loss or credit of such member the Company for the a Straddle Period will shall be allocated between the periods described in clauses (i) and (ii) of the preceding sentence as if such two taxable years Tax period ended as of the close of business on the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or periods on net income or deductions or other items required to determine any Taxes attributable to such a “Straddle Period shall be made by means of a closing of the books basis” by assuming that and records of the books were closed at Company as of the close of the Closing Date, provided, however, that exemptions, allowances or and deductions that are calculated on an annual basis (such as the deductions for including depreciation and real estate taxesamortization deductions) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire period, multiplied by a fraction the numerator of which is the number of calendar days in allocated between the period ending on the Closing Date and the denominator of which is period after the Closing Date in proportion to the number of calendar days in the entire each such period.