Common use of Straddle Periods Clause in Contracts

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business for any Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended on (and included) the Closing Date and the other which began on the day following the Closing Date, and all taxable items of or with respect to such Business Entity (or otherwise with respect to the Business) for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person were closed at the close of the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business Company for any Straddle Period, the determination of such 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 shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on (and included) the Closing Date and the other which began on at the beginning of the day following the Closing Date, and all taxable items of income, gain, deduction, loss, or with respect to such Business Entity (or otherwise with respect to the Business) credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person Company, as applicable, were closed at the close of the Closing Date; provided, however, that (ia) exemptions, allowances allowances, or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (iib) periodic Taxes taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxestaxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business Company and Abacus for any Straddle Period, the determination of such the Taxes of the Company and Abacus for the portion of the Straddle Period including and ending on and includingon, and the portion of the Straddle Period beginning immediately after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended on (and included) at the close of the Closing Date and the other which began on at the beginning of the day following immediately after the Closing Date, and all taxable items of income, premiums, gain, deduction, loss or with respect to such Business Entity credit (or otherwise with respect to other relevant Tax items) of the Business) Company and Abacus for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person Company and Abacus were closed at the close of the Closing Date; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning on and including the day immediately after the Closing Date, on the other hand.

Straddle Periods. For all purposes of under this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business Holdings and its Subsidiaries for any Straddle Period, the determination of such the Taxes of Holdings and its Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended on (and included) at the close of the Closing Date and the other which began on at the beginning of the day following the Closing Date, and all taxable items of income, gain, deduction, loss or with respect to such Business Entity (or otherwise with respect to credit of the Business) Acquired Companies for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person Acquired Companies were closed at the close of the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand.

Straddle Periods. For purposes To the extent relevant, in the case of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business for any Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming taxable period that the Straddle Period consisted of two includes (2) taxable years or periods, one which ended on (and includedbut does not end on) the Closing Date and (a “Straddle Period”), the other amount of any Taxes of the Acquired REITs based upon or measured by net income or gain which began on the day following the Closing Date, and all taxable items of or with respect to such Business Entity (or otherwise with respect relate to the Business) for the Straddle Pre-Closing Tax Period shall will be allocated between such two (2) taxable years or periods determined based on a “an interim closing of the books basis” by assuming that the books as of the applicable Person were closed at the close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which any Acquired REIT holds a beneficial interest will be deemed to terminate at such time); provided, however, (i) provided that exemptions, allowances or deductions that are calculated on an annual basisbasis (including, such as the deduction for depreciationbut not limited to, depreciation and (iiamortization deductions) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably allocated between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, in proportion to the number of days in such Straddle Period included in the portion ending on the Closing Date and the number of days in such Straddle Period included in the portion beginning after the Closing. The amount of Taxes other than Taxes based upon or measured by net income or gain or Taxes included as Proration Items for a Straddle Period which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business Company and its Subsidiaries for any taxable period of the Company and its Subsidiaries that includes (but does not end on) the Closing Date (a “Straddle Period”), the determination of such the Taxes of the Company and its Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended on (and included) at the close of the Closing Date and the other which began on at the beginning of the day following the Closing Date, and all taxable items of income, gain, deduction, loss or with respect to such Business Entity (or otherwise with respect to credit, and state and local apportionment factors of the Business) Company and its Subsidiaries for the Straddle Period Period, shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person Company and its Subsidiaries were closed at the close of the Closing Date; provided, however. However, (ia) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (iib) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) taxes such as real and personal property Taxes, taxes shall be apportioned ratably between such periods based on a daily basis. For the number avoidance of days for doubt, the Company’s share of employment, payroll or similar Taxes arising from payments made under or with respect to transactions contemplated by this Agreement (the “Additional Employer Taxes”) shall be allocated to the portion of the Straddle Period ending on and including prior to the Closing DateDate and, on with respect to the one handFirst Sale Bonus Amount, and the number of days for the portion will be paid to Parent at Closing by a reduction of the Straddle Period beginning after the Closing Date, on the other handUpfront Payment.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business Paragon Companies for any Straddle Period, the determination of such the Taxes of the Paragon Companies for the portion of the such Straddle Period ending on and including, and the portion of the such Straddle Period beginning after, the Closing Date shall be determined by assuming that the such Straddle Period consisted of two (2) taxable years or periods, one which ended on (and included) at the close of the Closing Date and the other which began on at the beginning of the day following the Closing Date, and all taxable items of income, gain, deduction, loss or with respect to credit of the Paragon Companies for such Business Entity (or otherwise with respect to the Business) for the Straddle Period Period, shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person Paragon Companies were closed at the close of the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes (other than income, franchise/capital, sales, use, payroll or withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the such Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the such Straddle Period beginning after the Closing Date, on the other hand. Any items described in the definition of Transaction Tax Deductions shall be reflected in the portion of any applicable Straddle Period ending on the Closing Date.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business Company and its Subsidiaries for any taxable period of the Company and its Subsidiaries that includes (but does not end on) the Closing Date (a “Straddle Period”), the determination of such the Taxes of the Company and its Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended on (and included) at the close of the Closing Date and the other which began on at the beginning of the day following the Closing Date, and all taxable items of income, gain, deduction, loss or with respect to such Business Entity (or otherwise with respect to credit, and state and local apportionment factors of the Business) Company and its Subsidiaries for the Straddle Period Period, shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person Company and its Subsidiaries were closed at the close of the Closing Date; provided, however. However, (ia) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (iib) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) taxes such as real and personal property Taxes, taxes shall be apportioned ratably between such periods based on a daily basis. For the number avoidance of days for doubt, the Company's share of employment, payroll or similar Taxes arising from payments made under or with respect to transactions contemplated by this Agreement (the “Additional Employer Taxes”) shall be allocated to the portion of the Straddle Period ending on and including prior to the Closing DateDate and, on with respect to the one handFirst Sale Bonus Amount, and the number of days for the portion will be paid to Parent at Closing by a reduction of the Straddle Period beginning after the Closing Date, on the other handUpfront Payment.

Straddle Periods. For purposes of this Agreement, whenever Whenever it is necessary to determine the liability for Taxes of ProMed Company and/or ProMed Subsidiary for a period that begins before or with respect to any Business Entity or otherwise with respect after the day prior to the Business for any Closing Date (a “Straddle Period”), the determination of such the Taxes of ProMed Company and/or ProMed Subsidiary for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the day prior to the Closing Date shall will be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended on (and included) at the close of the day prior to the Closing Date and the other which began on at the beginning of the day following of the Closing Date, and all taxable and, items of income, gain, deduction, loss or with respect to such Business Entity (or otherwise with respect to the Business) credit of ProMed Company and/or ProMed Subsidiary for the Straddle Period shall will be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person ProMed Company and/or ProMed Subsidiary were closed at the close of the day prior to the Closing Date; , provided, however, (i) exemptionsthat exceptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall will be apportioned ratably between such two taxable years or periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other handa daily basis.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business Acquired Companies for any Straddle Period, the determination of such 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 shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on (and included) the Closing Date and the other which began on at the beginning of the day following the Closing Date, and all taxable items of income, gain, deduction, loss or with respect to such Business Entity (or otherwise with respect to the Business) credit for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “"closing of the books basis” " by assuming that the books of the applicable Person Acquired Companies were closed at the close conclusion of the Closing Date; provided, however, (ia) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, (b) bonus depreciation for property placed in service prior to the Closing Date shall be allocated entirely to Seller, and bonus depreciation for property placed in service on or after the Closing Date shall be allocated entirely to Buyer, (iic) periodic Taxes taxes (other than excluding, for the avoidance of doubt, income, franchise/capital, sales, use, or and withholding Taxes) such as real and personal property Taxestaxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business Person for any Straddle Period, the determination of such 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 shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on (and included) the Closing Date and the other which began on at the beginning of the day following the Closing Date, and all taxable items of income, gain, deduction, loss or with respect to such Business Entity (or otherwise with respect to the Business) credit for the Straddle Period Period, shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person were closed at the close of the Closing Date; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxestaxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of or with respect to any Business Entity or otherwise with respect to the Business Company and its Subsidiaries for any Straddle Period, the determination of such the Taxes of the Company and its Subsidiaries for the portion of the Straddle Period including and ending on and includingon, and the portion of the Straddle Period beginning immediately after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended on (and included) at the close of the Closing Date and the other which began on at the beginning of the day following immediately after the Closing Date, and all taxable items of income, premiums, gain, deduction, loss or with respect to such Business Entity credit (or otherwise with respect to other relevant Tax items) of the Business) Company and its Subsidiaries for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person Company and its Subsidiaries were closed at the close of the Closing Date; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic Taxes (other than income, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand.- 69 -

Straddle Periods. For purposes of this Agreement, whenever Whenever it is necessary to determine the liability for Taxes of the Company or with respect to any Business Entity or otherwise with respect to the Business its Subsidiaries for any a Straddle Period, the determination of such the Taxes of the Company or its Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall will be determined in the following manner: (i) in the case of any Taxes other than property or similar ad valorem Taxes, by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended on (and included) at the close of the Closing Date and the other which began on at the beginning of the day following the Closing Date, and all taxable items of income, gain, deduction, loss or with respect to such Business Entity (credit of the Company or otherwise with respect to the Business) its Subsidiaries for the Straddle Period shall will be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the applicable Person Company were closed at the close of the Closing DateClosing; provided, however, (i) that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, will be apportioned between such two taxable years or periods on a daily basis; and (ii) periodic in the case of Taxes not described in clause (other than incomei) above, franchise/capital, sales, use, or withholding Taxes) such as real and personal property Taxes, shall Taxes will be apportioned ratably between deemed to be the amount of such periods based on Taxes for the entire period multiplied by a fraction the numerator of which is either the number of calendar days for the portion of in the Straddle Period ending on and including the Closing Date, on the one hand, and Date or the number of calendar days for the portion of in the Straddle Period beginning the day after the Closing Date, on as the other handcase may be, and the denominator of which is the number of calendar days in the entire relevant period.