Common use of Straddle Periods Clause in Contracts

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed 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 or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries 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 such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) 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 total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 8.02 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. For all purposes of under this Agreement, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable are allocable to a period (or the portion thereof) before of the Straddle Period ending on the Closing Date shallwill be: (i) 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, transfer or assignment or any deemed 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 or period ended on the Closing Date; and (ii) in the case of other Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect without regard to the business income, gross receipts, payroll or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any itemsales, 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 such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the such Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes Period and (ii) in the case of clause (i) all other Taxes, determined as though the relevant taxable year terminated at the end of the preceding sentence, Closing Date. If any exemption, deduction, credit Taxes for a Straddle Period relating to the Purchased Assets or other item (including, without limitation, the effect of any graduated rates of Tax) Assumed Liabilities that is calculated on an annual basis shall be are allocated to the portion of Pre-Closing Tax Period under this Section 5.12 are paid by the Purchaser, on the one hand, or if any Taxes for a Straddle Period ending relating to the Purchased 31 Assets or the Assumed Liabilities that are allocated to the Post-Closing Tax Period under this Section 5.12 are paid by the Seller, on the Closing Date on a pro rata basis determined by multiplying other hand, the total proportionate amount of such item allocated Taxes allocable to the Straddle Period times a fraction, other party shall be paid promptly by such other party to the numerator party that paid such Taxes to the applicable Governmental Authority promptly after the payment of which is such Taxes. To the number of 66 calendar days in extent any amounts are paid by the portion of Seller to the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 Purchaser under this Section 8.02 5.12, such amounts shall not be computed by reference to the level of such items on the Closing Dateduplicatively indemnified against as an Excluded Liability.

Straddle Periods. For purposes To the extent permissible under applicable Laws, the parties agree to elect (and have the Transferred Entities elect) to have each Tax year of this Agreementeach Transferred Entity end on the Closing Date and, if such election is not permitted or required in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable a jurisdiction with respect to any a specific Tax period such that begins before and ends after the Closing Date (Transferred Entity 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 any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Straddle Period ending on the Closing Date shallDate: (i) 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, transfer or assignment or any deemed 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 or period ended on the Closing Date; and (ii) in the case of other similar Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect basis, the amount attributable to the business or assets portion of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be Straddle Period ending on the amount of such Closing Date shall equal the Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes ; and (ii) in the case of clause all other Taxes (i) of the preceding sentenceincluding income Taxes, any exemptionsales Taxes, deductionvalue-added Taxes, credit or other item (includingemployment Taxes, without limitationwithholding Taxes), the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated amount attributable to the portion of the Straddle Period ending on the Closing Date on a pro rata basis shall be determined by multiplying as if the total amount of such item allocated Transferred Entity (and to the Straddle Period times extent relevant, any other entity in which a fraction, the numerator of which is the number of 66 calendar days in Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date and using a “closing of the denominator of which is the number of calendar days in the entire Straddle Period. 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 8.02 shall be computed by reference to the level of such items on the Closing Datebooks methodology.”

Straddle Periods. For purposes of this Agreement, in the case of any Taxes Straddle Period, the Parties shall, to the extent permitted or required under applicable Law, elect with the relevant Governmental Entity to treat a portion of any Trilogy Party or any Straddle Period as a short Tax period ending as of their Subsidiaries that are payable with respect to the close of business on the Closing Date. For any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed 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 or period ended does not close on the Closing Date; and (ii) in the case of Taxes (other than those described in clause , unless otherwise required under applicable Law, (i) above) that are imposed on a periodic basis with respect property Taxes or other ad valorem Taxes allocable to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, Pre-Closing Tax Period shall be deemed equal 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 such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of , and (ii) Taxes (other than those described in clause (i)) allocable to the Pre-Closing Tax Period shall be computed on a “closing of the preceding sentencebooks” basis as if such Taxable period ended as of the end of the day on the Closing Date; provided that exemptions, any exemption, deduction, credit allowances or other item (including, without limitation, the effect of any graduated rates of Tax) deductions that is are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated to between the portion of the 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 a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is period beginning after the Closing Date in proportion to the number of calendar days in each period. For purposes of the entire Straddle Periodforegoing, each Subsidiary of a Transferred Entity that is classified as a “flow-through” entity shall be treated as if the taxable year of such entity had ended as of the close of business on the Closing Date. In For the absence of doubt, in the case of a Straddle Period of a CFC, the amount includible under Section 951(a) of the Code (and any related foreign Tax based upon or measured by capital (including net worth or longcredit under Section 960 of the Code) in respect of such CFC that is attributable to the Pre-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.02 Closing Tax Period portion of the Straddle Period shall be computed by reference to determined on a “closing of the level books” basis as if the taxable year of such items the CFC had ended as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to Taxes for any Tax taxable period that begins before and ends after includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable are allocable to a period (or the portion thereof) before of the Straddle Period ending on the Closing Date shall: shall be (ia) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed 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 or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries 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 such Taxes for the immediately preceding Tax period) entire period multiplied by a fraction 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. For purposes ; and (b) in the case of Taxes not described in clause (ia), 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 in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the preceding sentenceCode or any comparable state, local or non-U.S. Tax Law), as if the taxable period of such partnership, other “flowthrough” entity or “controlled foreign corporation” ended as of the close of business on the Closing Date (whether or not such Taxes arise in a Straddle Period of the applicable owner); provided that any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis Designated Deferred Taxes shall be allocated to a Pre-Closing Tax Period. For the portion avoidance of doubt, any Tax that is determined on an arrears basis (such as a real property Tax), shall be a Tax for the taxable year for which it is assessed, regardless of the Straddle Period ending fact that such Tax may not be due or payable until a subsequent year. Seller shall take such actions as are necessary for each Partnership Entity to allocate Tax items between Buyer and the Sellers on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of 66 calendar days in the portion an interim closing of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 8.02 shall be computed by reference to the level of such items on the Closing Datebooks basis.

Straddle Periods. For To the extent permitted or required by applicable Law, the taxable year of each of the Transferred Entities that begins before and includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent the foregoing is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect the Transferred Entities allocable to any Tax period that begins before and ends after the Pre-Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), Period shall be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Property Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause , and (ib) Taxes (other than Property Taxes) of the preceding sentenceTransferred Entities allocable to the Pre-Closing Period shall be computed as if such taxable period ended as of the end of the day on the Closing Date and in a manner consistent with past practices of the Transferred Entities (or of Seller with respect to the Transferred Entities); provided, any exemptionthat (a) exemptions, deduction, credit allowances or other item (including, without limitation, the effect of any graduated rates of Tax) deductions that is are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated to between the portion of the 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 a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is period beginning after the Closing Date in proportion to the number of calendar days in each period and (b) any Taxes attributable to the entire Straddle Period. In the case ownership of any Tax based upon equity interest in any partnership, controlled foreign corporation or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.02 other “flowthrough” entity shall be computed by reference to as if the level taxable period of such items partnership, controlled foreign corporation or other “flowthrough” entity ended as of the end of the day on the Closing DateDate (whether or not such Taxes arise in a Straddle Period of the applicable owner).

Straddle Periods. For all purposes of this Agreement, in the case of any Taxes of any Trilogy Party based on income, sales, proceeds, profits, receipts, wages, compensation or any of their Subsidiaries similar items and all other Taxes that are payable with respect to any Tax period not imposed on a periodic basis, the amount of such Taxes that begins before and ends after have accrued through the Closing Date (for a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), Period shall be deemed equal to be the amount that would be payable if the Tax taxable year or period ended at the end of the day on the Closing Date; Date based on an interim closing of the books (and (ii) in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flow through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Law), as if the taxable period of such partnership or other “flow through” entity or “controlled foreign corporation” ended as of the end of the Closing Date), except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions, other than those described with respect to property placed in clause (i) above) service after the Closing), shall be allocated on a per diem basis. In the case of any other Taxes that are imposed on a periodic basis with respect to for a Straddle Period, the business or assets amount of any Trilogy Party or any of their Subsidiaries or otherwise measured by such Taxes that have accrued through the level of any item, be deemed to Closing Date shall be the amount of such Taxes for the entire Straddle Period relevant period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is shall be the number of calendar days in from the portion beginning of the Straddle Period ending on period up to and including the Closing Date and the denominator of which is shall be the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) 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 total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 8.02 shall be computed by reference to the level of such items on the Closing Dateperiod.

Straddle Periods. For To the extent permitted or required by applicable Law, the taxable year of each Acquired Company and its Subsidiaries that includes the Second Closing Date shall be treated as closing on (and including) the Second Closing Date. To the extent not so permitted or required by applicable Law, for purposes of this Agreement, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case Taxes of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed 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 or period ended on the Closing Date; an Acquired Company and (ii) in the case of Taxes (other than those described in clause (i) above) that are its Subsidiaries imposed on a periodic basis with respect and not based on income, or any transaction or event (such as real or personal property Taxes) allocable to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, Pre-Closing Period shall be deemed equal 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 such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes , and (ii) in the case of clause (i) all other Taxes of an Acquired Company and its Subsidiaries allocable to the Pre-Closing Period, such Taxes shall be computed as if such taxable period ended as of the preceding sentenceend of the day on the Second Closing Date; provided that exemptions, any exemption, deduction, credit allowances or other item (including, without limitation, the effect of any graduated rates of Tax) deductions that is are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated to between the portion of the Straddle Period 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 a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period ending on the Second Closing Date and the denominator of which is period beginning after the Second Closing Date in proportion to the number of calendar days in the entire Straddle Period. 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 8.02 shall be computed by reference to the level of such items on the Closing Dateeach period.

Straddle Periods. For (a) To the extent permitted or required by applicable Law, the taxable year of each of the Transferred Ag Subsidiaries that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of any Trilogy Party the Transferred Ag Subsidiaries or any of their Subsidiaries that are payable with respect imposed on the Ag Business allocable to any Tax period that begins before and ends after the Pre-Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), Period shall be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Property Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause , and (ib) Taxes (other than Property Taxes) of the preceding sentenceTransferred Ag Subsidiaries allocable to the Pre-Closing Period shall be computed as if such taxable period ended as of the end of the day on the Closing Date and in a manner consistent with past practices of the Transferred Ag Subsidiaries (or of Descartes with respect to the Transferred Ag Subsidiaries); provided, any exemptionthat exemptions, deduction, credit allowances or other item (including, without limitation, the effect of any graduated rates of Tax) deductions that is are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated to between the portion of the 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 a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is period beginning after the Closing Date in proportion to the number of calendar days in the entire Straddle Periodeach period. In the case of any Each Transferred Ag Subsidiary that is classified as a partnership or other “flowthrough” entity for income 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 8.02 purposes shall be computed by reference treated for purposes of this Agreement as if its taxable year ended as of the end of the Closing Date and Taxes attributable to taxable income or gain of each such entity through the level close of such items business on the Closing DateDate shall be considered to be attributable to the Pre-Closing Period.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after includes but does not end on the Closing Date (a “Straddle Period”), the amount of any Taxes for a Straddle Period that relate to the portion of any such Taxes that constitutes Taxes attributable to a the period (or portion thereof) before ending on the Closing Date shall: will be determined (ia) 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, transfer or assignment or any deemed 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 or period ended on the Closing Date; and (ii) in the case of other similar Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to basis, by multiplying the business or assets of any Trilogy Party or any of their Subsidiaries 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 such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes ; and (b) in the case of clause all other Taxes (i) including income Taxes, sales Taxes, employment Taxes and withholding Taxes), based on an interim closing of the preceding sentencebooks as of the close of business on the Closing Date; provided, however, that any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall be allocated apportioned on a daily basis. Notwithstanding anything else in this Article 10, Parent and the Representative agree that payments made with respect to Funded Indebtedness, Transaction Fees and any other item that gives rise to a Transaction Tax Deduction, to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of extent such item allocated payments give rise to Tax deductions, Tax losses and Tax credits or otherwise may offset taxable income or Tax under applicable Treasury Regulations (including any deductions pursuant to the Straddle Period times a fractionelection under Revenue Procedure 2011-29), shall, to the numerator of which is the number of 66 calendar days maximum extent permitted by applicable Treasury Regulations, be considered to arise in the taxable period (or portion of the Straddle Period thereof) ending on the Closing Date and the denominator provisions of which is the number of calendar days in the entire Straddle Period. 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 8.02 Agreement shall be computed by reference to the level of such items on the Closing Dateinterpreted and applied in a manner consistent therewith.

Straddle Periods. For purposes of allocating any Straddle Period Taxes pursuant to this Agreement, in (A) the case of any Taxes of any Trilogy Party for a Straddle Period based on or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to measured by income or receipts, receipts of the Company or (y) imposed in connection with any sale, transfer sale or assignment or any deemed sale, other transfer or assignment of property (real or personal, tangible any other specifically identifiable transaction or intangible), event shall be deemed equal to allocated between the amount that would be payable if Pre-Effective Period and the Tax year or period ended Post-Effective Period based on an interim closing of the books as of the end of the Closing Date; , and (iiB) in the case of other Taxes (other than those described in for a Straddle Period not reasonably allocable pursuant to clause (i) above) that are imposed above on a periodic specific identification or interim closing basis with respect to the business (such as real or assets of any Trilogy Party or any of their Subsidiaries 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 such Taxes for the immediately preceding Tax periodpersonal property Taxes) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) 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 total amount of such item allocated to the Straddle Period times based upon a fraction, the numerator of which is the number of 66 calendar days in the portion of the Pre-Effective Period or Post-Effective Period, as applicable, included in such Straddle Period ending on the Closing Date Period, as applicable, and the denominator of which is the number of calendar days in the entire such Straddle Period. In ; provided that (x) 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 Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period, and (y) in the case of any Tax based upon Taxes in the form of interest or measured by capital (including net worth or long-term debt) or intangiblespenalties, any amount thereof required to be allocated under this Section 8.02 all such Taxes shall be computed by reference treated as attributable to a Pre-Effective Period to the level of extent relating to a Tax for a Pre-Effective Period whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant taxable period ended on (and included) the Closing Date.

Straddle Periods. For purposes of this Agreementdetermining the Parent Tax Liabilities (and, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”income Taxes in Working Capital), the portion parties shall utilize the following conventions for determining the amount of any such Taxes that constitutes Taxes attributable to a period the portion of the Straddle Period ending on (or portion thereofand including) before the Closing Date shallDate: (i) 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, transfer or assignment or any deemed 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 or period ended on the Closing Date; and (ii) in the case of other similar Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect basis, the amount attributable to the business or assets portion of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be Straddle Period ending on the amount of such Closing Date shall equal the Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction 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. For purposes ; and (ii) in the case of clause all other Taxes (i) of the preceding sentenceincluding income Taxes, any exemptionsales Taxes, deductionvalue-added Taxes, credit or other item (includingemployment Taxes, without limitationwithholding Taxes, capital gains and similar Taxes), the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated amount attributable to the portion of the Straddle Period ending on the Closing Date on a pro rata basis shall be determined by multiplying as if the total amount of such item allocated Transferred Entity (and to the Straddle Period times extent relevant, any other entity in which a fraction, the numerator of which is the number of 66 calendar days in Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date suing a “closing of the books methodology;” provided, that (A) exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on (and including) the Closing Date and the denominator of which is period beginning after the Closing Date in proportion to the number of calendar days in each period to which such exemption, allowance or deduction is applicable, (B) all income Tax assets of the entire Straddle Period. In the Transferred Entities that in each case of are allocable to any Tax based upon taxable period (or measured by capital portion thereof) ending on (including net worth or long-term debtand including) or intangiblesbefore the Closing Date under the principles of this Agreement shall be utilized to reduce the liability for income Taxes otherwise included in the calculation of Working Capital, any amount thereof required but only to the extent permitted under applicable Law to be allocated utilized in such period with respect to such liability for income Taxes (and, to the extent such Tax assets are not utilized to reduce such liability in such period, such Tax assets shall not be included as assets in the calculation of Working Capital), and (C) Tax liabilities determined under this Section 8.02 Sections 951 and 951A of the Code shall be computed determined by reference assuming that the taxable period of each of the relevant CFCs ended as of the Closing Date (such that all Tax liabilities with respect to the level income of such items CFCs under Sections 951 and 951A of the Code that are attributable to economic activity occurring on or before the Closing DateDate will be taken into account).

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of any Trilogy Party based on income, sales, proceeds, profits, receipts, wages, compensation or any of their Subsidiaries similar items and all other Taxes that are payable with respect to any Tax period not imposed on a periodic basis, the amount of such Taxes that begins before and ends after have accrued through the Closing Date (for a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), Period shall be deemed equal to be the amount that would be payable if the Tax taxable year or period ended at the end of the day on the Closing Date; Date based on an interim closing of the books (and (ii) in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Law), as if the taxable period of such partnership or other “flowthrough” entity or “controlled foreign corporation” ended as of the end of the Closing Date), except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions, other than those described with respect to property placed in clause (i) above) service after the Closing), shall be allocated on a per diem basis. In the case of any other Taxes that are imposed on a periodic basis with respect to for a Straddle Period, the business or assets amount of any Trilogy Party or any of their Subsidiaries or otherwise measured by such Taxes that have accrued through the level of any item, be deemed to Closing Date shall be the amount of such Taxes for the entire Straddle Period relevant period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is shall be the number of calendar days from the beginning of the period up to and including the Closing Date and the denominator of which shall be the number of calendar days in the entire period. For the avoidance of doubt, for purposes of allocating Taxes imposed under Section 951A of the Code in respect of a Subsidiary of Parent or the Company, the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) in respect of the Pre-Closing Tax Period shall equal the product of (i) the Subsidiary’s “qualified business asset investment” (as defined in Section 951A(d)(1) of the Code) for the taxable year of the Subsidiary that includes the Closing Date (determined as though such taxable year ended on the Closing Date), and (ii) a fraction, the numerator of which is the number of days in the portion of the Straddle Period such taxable year ending on the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) 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 total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. 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 8.02 shall be computed by reference to the level of such items on the Closing Datetaxable year.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in Property Taxes allocable to the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), Pre-Closing Straddle Period shall be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Property Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause , and (iii) Taxes (other than Property Taxes) allocable to the Pre-Closing Straddle Period shall be computed as if such taxable period ended as of the preceding sentenceend of the day on the Principal Closing Date; provided that exemptions, any exemption, deduction, credit allowances or other item (including, without limitation, the effect of any graduated rates of Tax) deductions that is are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated to between the portion of the Pre-Closing Straddle Period ending on and the Post-Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is in proportion to the number of 66 calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibleseach period; provided, further, any amount thereof required to be allocated included in income under this Section 8.02 951(a) or Section 951A of the Code (or any analogous or similar non-U.S. Law) with respect to the Transferred Entities allocable to the Pre-Closing Straddle Period shall be computed by reference to as if the level taxable year of such items the applicable foreign corporation ended on the Principal Closing Date.

Straddle Periods. For purposes of determining the amount of Taxes included in Net Working Capital, Company Indebtedness, Seller Taxes and this AgreementSection 6.8(d), in the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are imposed on a periodic basis and are payable with respect to any Tax for a Taxable period that begins before and ends after includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of any such Taxes Tax that constitutes Taxes attributable relates to a the portion of such Taxable period (or portion thereof) before ending on the Closing Date shall: will (i) in the case of any Taxes that are either (x) other than Taxes based upon or related to income income, gain or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed 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 or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes Tax for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes Period and (ii) in the case of clause any Tax based upon or related to income, gain or receipts (including income Taxes and sales and use Taxes), be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date; provided, that (i) of the preceding sentenceexemptions, any exemption, deduction, credit allowances or other item (including, without limitation, the effect of any graduated rates of Tax) deductions that is are calculated on an annual basis shall (including, but not limited to, depreciation and amortization deductions) that are actually available to be utilized will be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law, (ii) any Transaction Tax Deductions for a Straddle Period will be allocated to the portion of the 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 a fractionextent permitted under applicable Law, the numerator of which is the number of 66 calendar days in (iii) the portion of any Tax that is allocable to the pre-Closing portion of any Straddle Period ending for purposes of this Section 6.8(d) shall include any Taxes attributable to any amount required to be included under Section 951 of the Code or Section 951A of the Code by Buyer or any of its Affiliates (including, following the Closing, any Company Group Member), assuming the Taxable year of the applicable Company Group Member was deemed to end on the Closing Date to the extent such amount (A) is attributable to the income, earnings and profits or property of such Company Group Member and (B) would be allocable to any Pre-Closing Tax Period if the denominator Taxable year of which is each such entity ended on the number day prior to the Closing Date (determined on a “with and without” basis) and (iv) items of calendar days income, gain, loss, deduction and credit for the Pre-Closing Tax Period of the Company and Holdings shall be allocated and determined by utilizing the interim closing method as of the end of the day on the Closing Date in accordance with Treasury Regulations Section 1.706-4 (and any similar provisions of applicable state, local or foreign law). Subject to the entire Straddle Period. In the case other terms of any Tax based upon or measured by capital (including net worth or long-term debt) or intangiblesthis Agreement, any amount thereof required credits or estimated Tax payments relating to a Straddle Period will be allocated under this Section 8.02 shall be computed by reference to taken into account as though the level of such items relevant Taxable period ended on the Closing Date.

Straddle Periods. For purposes of this Agreement, in In the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such real, personal and intangible property Taxes that constitutes and other Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed 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 or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect and related Tax items determined on a periodic basis or by reference to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, an item during a period (“Property Taxes”) allocated to the portion of such period that is a Pre-Closing Tax Period shall be deemed equal to be the amount of such Property Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on through the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes ; and Taxes and related non-periodic Tax items (other than Property Taxes) allocated to the portion of clause such period that is a Pre-Closing Tax Period shall be computed as if such taxable period ended as of the end of the day on the Closing Date and, in the case of any Taxes attributable to the ownership of any equity interest in any partnership, other “flow-through” entity, “controlled foreign corporation” (iwithin the meaning of Section 957(a) of the preceding sentenceCode or any similar provision of Law) or “passive foreign investment company” (within the meaning of Section 1297 of the Code) as if the taxable period of such partnership, any exemptionother “flow-through” entity, deductioncontrolled foreign corporation or passive foreign investment company ended as of the end of the day on the Closing Date (whether or not such Taxes arise in a Straddle Period of the applicable owner). All exemptions, credit allowances or other item (including, without limitation, the effect of any graduated rates of Tax) deductions that is are calculated on an annual basis (including credits and depreciation and amortization deductions) shall be allocated to between the portion of the 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 a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period period ending on the Closing Date and that portion of the denominator of which is period beginning after the Closing Date in proportion to the number of calendar days in each such portion of the entire Straddle Period. 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 8.02 shall be computed by reference to the level of such items on the Closing Dateperiod.

Straddle Periods. For purposes of this Agreement, in the case of any apportioning liability for Taxes of a Group Company (other than Transfer Taxes and Vietnamese Capital Transaction Taxes) in connection with any Trilogy Party or any of their Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (ia) in the case of Taxes that are either (x) based upon or related to income or receipts, or receipts (yincluding any Taxes imposed on the Company under Section 951 and Section 951A of the Code with respect to any Group Company that is a “controlled foreign corporation” within the meaning of Section 957(a) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangiblethe Code), be deemed equal the amount of any such Taxes allocable to the amount that would portion of the taxable period ending on the Closing Date shall be payable if determined based on an interim closing of the Tax year or period ended books of the applicable Group Company as of the close of business on the Closing Date; and (iib) in the case of Taxes (other than those Taxes described in clause (a), the amount of such Taxes allocable to the portion of the taxable period ending on the Closing Date shall be the product of (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period period and (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax periodii) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on with the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes period; provided, that (A) the amount of clause (i) Taxes allocated to a Pre-Closing Tax Period shall not be increased or otherwise adversely affected by any items, events or transactions outside of the preceding sentenceordinary course of business occurring on the Closing Date after the Closing or following the Closing Date, any exemption, deduction, credit or other item (including, without limitation, B) all deductions arising from the effect payment of any graduated rates of Tax) that is calculated on an annual basis Seller Transaction Expenses shall be allocated exclusively to the portion of the Straddle Period ending on the Closing Date on and (C) any employer payroll Taxes arising with respect to a pro rata basis determined by multiplying Pre-Closing Tax Period that have been deferred pursuant to the total amount CARES Act or any other corresponding or similar provision of such item other Law with respect to Taxes shall be allocated to the Straddle Period times a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period ending on the Pre-Closing Date and the denominator of which is the number of calendar days in the entire Straddle Tax Period. 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 8.02 shall be computed by reference to the level of such items on the Closing Date.