Common use of Straddle Periods Clause in Contracts

Straddle Periods. To the extent permitted or required by applicable Law, the taxable year of each of the members of the Education Group 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, (i) Property Taxes of the members of the Education Group allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of the members of the Education Group 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; provided that, except as set forth in the following sentence, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period.

Straddle Periods. To the extent permitted or required by applicable Law, the taxable year of each of the members of the Education Group Acquired Company 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, (i1) Property Taxes of the members of the Education Group each Acquired Company and Newco allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, Period and (ii2) Taxes (other than Property Taxes) of the members of the Education Group each Acquired Company and Newco 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 DateDate and in a manner consistent with past practices of each Acquired Company (or of Parent with respect to the Acquired Company); provided thatprovided, except as set forth in the following sentence, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, 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.

Straddle Periods. To the extent permitted or required by applicable Law, the taxable year of each of the members of the Education Alkali Group 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, (i) Property Taxes of the members of the Education Alkali Group allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of the members of the Education Alkali Group 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; provided that, except as set forth in the following sentence, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period.

Straddle Periods. To the extent permitted or required by applicable Law, the taxable year of each of the members of the Education Group Purchased Companies and their 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 For purposes of this Agreement, in the case of any Straddle Period, (i) Property Taxes of the members of the Education Group allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of the members of the Education Group 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; provided that, except as set forth in the following sentence, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, 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.

Straddle Periods. To the extent permitted or required by applicable Law, the taxable year of each of the members of the Education Transferred Entity Group 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, (i) Property Taxes of the members of the Education Transferred Entity Group allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of the members of the Education Transferred Entity Group 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; provided that, except as set forth in the following sentence, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period.

Straddle Periods. To the extent permitted or required by applicable Law, the taxable year of each of the members of the Education Group Purchased Subsidiaries that 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, (i) Property Taxes of the members of the Education Group allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of the members of the Education Group allocable to the Pre-Closing Period shall be computed as if such taxable period ended as of the end of the day on the final day of the Pre-Closing DatePeriod; provided thatprovided, except as set forth in the following sentence, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Pre-Closing Date Period and the period beginning after the Post-Closing Date Period in proportion to the number of days in each period.

Straddle Periods. To the extent permitted or required by applicable Applicable Law, the taxable year of each of the members of the Education Group Company that includes the Closing Date shall will be treated as closing on (and including) the Closing Date. To the extent not permitted or required by applicable LawApplicable Law such that there will be a Straddle Period, for purposes of this Agreement, in the case of any Straddle Period, (i) Property Taxes of the members of the Education Group Company allocable to the Pre-Closing Period shall will be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, Period and (ii) Taxes (other than Property Taxes) of the members of the Education Group Company allocable to the Pre-Closing Period shall will be computed as if such taxable period ended as of the end of the day on the Closing Date; provided that, except as set forth in the following sentence, exemptions. Exemptions, allowances or deductions for any Straddle Period that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall will be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number portion of days the Straddle Period in each periodthe same manner as set forth in the preceding sentence.

Straddle Periods. To the extent permitted or required by applicable Law, the taxable year of each of the members of the Education Group Purchased Companies and their respective Subsidiaries that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) Property Taxes of the members of the Education Group allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of the members of the Education Group allocable to the Pre-Closing Period shall be computed as if such taxable period ended as of the end of the day on which the Closing Dateoccurs; provided that, except as set forth in the following sentence, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period.

Straddle Periods. To the extent permitted or required by applicable Law, the taxable year of each of the members of the Education Group 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 For purposes of this Agreement, in the case of any Straddle Period, (i) Property Taxes of the members of the Education Alkali Group allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) Taxes (other than Property Taxes) of the members of the Education Alkali Group 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; provided that, except as set forth in the following sentence, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period.

Straddle Periods. To The parties shall utilize the extent permitted or required by applicable Lawfollowing conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the taxable year of each amount attributable to the portion of the members of the Education Group that includes Straddle Period ending on the Closing Date shall be treated as closing on (and including) equal 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, (i) Property Taxes of the members of the Education Group allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during in the portion of the Straddle Period that are in ending on the Pre-Closing Period Date and the denominator of which is the number of calendar days in the entire Straddle Period, ; and (ii) in the case of all other Taxes (other than Property including income Taxes) , sales Taxes, value-added Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the members Straddle Period ending on the Closing Date shall be determined using a “closing of the Education Group allocable to the Pre-Closing Period shall be computed books methodology” as if such taxable the Tax year or period ended as of the end of the day on the Closing Date; provided thatprovided, except as set forth in the following sentence, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, 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 calendar days in each period.