Common use of Straddle Periods Clause in Contracts

Straddle Periods. (a) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the day immediately preceding the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (b) In the case of all other Taxes for a Straddle Period (including Income Taxes, employment Taxes and sales and use Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date, on the basis of a closing of the books as of the Closing, provided 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 Pre-Closing Tax Period and the Post-Closing Tax Period using the methodology set forth in clause (a). (c) In the case of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books as of the Closing), such Taxes shall be treated as Taxes of the Transferred Entities for a Pre-Closing Tax Period.

Straddle Periods. (a) In To the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Periodextent permitted or required by applicable Law, the amounts that are attributable to the portion taxable year of each of the Straddle Period ending on Transferred Entities that begins before and includes the Closing Date shall be determined treated as closing on (and including) the Closing Date. To the extent the foregoing is not permitted or required by multiplying applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of the Transferred Entities 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 portion of the period ending on the day immediately preceding the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period. , and (b) In Taxes (other than Property Taxes) of the case of all other Taxes for a Straddle Period (including Income Taxes, employment Taxes and sales and use Taxes), the amount attributable Transferred Entities allocable to the portion Pre-Closing Period shall be computed as if such taxable period ended as of the Straddle Period ending end of the day on the Closing Date, on the basis of Date and in a closing manner consistent with past practices of the books as Transferred Entities (or of Seller with respect to the ClosingTransferred Entities); provided, provided that (a) 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 Pre-Closing Tax Period and the Post-Closing Tax Period using the methodology set forth in clause (a). (c) In the case of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends period ending on the Closing Date and closed its books the period beginning after the Closing Date in proportion to the number of days in each period and (b) any Taxes attributable to the ownership of any equity interest in any partnership, controlled foreign corporation or other “flowthrough” entity shall be computed as if the taxable period of such partnership, controlled foreign corporation or other “flowthrough” entity ended as of the Closing), end of the day on the Closing Date (whether or not such Taxes shall be treated as Taxes arise in a Straddle Period of the Transferred Entities for a Pre-Closing Tax Periodapplicable owner).

Straddle Periods. (a) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a any Straddle Period, the amounts that are attributable to (i) for any periodic Taxes such as real, personal and intangible property Taxes, the portion of such Taxes that relates to the Straddle Pre-Closing Tax Period ending on will be equal to the Closing Date shall be determined by multiplying the amount of such 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 portion of the period ending on the day immediately preceding the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period. Period and (bii) In the case of all for Income Taxes or Taxes based upon or related to employment, sales and use, value added and other Taxes for a Straddle Period (including Income non-periodic Taxes, employment Taxes and sales and use Taxes), the amount attributable to the portion of such Taxes that relates to the Straddle Pre-Closing Tax Period ending on the Closing Date, on the basis of a closing of the books will be computed as if such taxable period ended as of the ClosingEffective Time (and for such purpose, provided the taxable period of any subsidiary pass-through entity shall be deemed to terminate at such time), provided, however, 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 Pre-Closing Tax Period and the Post-Closing Tax Period using in proportion to the methodology set forth number of days in clause (a). (c) In each such period. All determinations necessary to give effect to the case foregoing allocations shall be made in a manner consistent with the past practice and policies of Taxes imposed on the Company Group Members. Notwithstanding anything herein to the contrary, any Transferred Entity deductions or credits for any Straddle Period arising out of Change of Control Payments, Transaction Expenses, or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior payment borne by the Sellers through an adjustment to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books as of the Closing)Merger Consideration or otherwise, such Taxes shall be treated as Taxes of allocated to the Transferred Entities for a Pre-Closing Tax Period.

Straddle Periods. (a) In For purposes of this Agreement, in the case of property Taxes and other similar Taxes imposed on a periodic basis for any Tax liability, refund or credit with respect to a Straddle Period, the amounts that are attributable amount of any Taxes of the Group Companies allocable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying (a) in the case of any Income Taxes, Taxes based upon receipts, sales or payments, or other Taxes that are transactionally-based, be based on the interim closing of the books and deemed to equal the amount of such Taxes payable if the Straddle Period ended on and included the Closing Date (and, for such purpose, the taxable period of any flow-through subsidiary or any non-U.S. subsidiary of the Partnership shall be deemed to have ended as of the Closing Date); provided that all permitted allowances, credits, exemptions and deductions that are computed on the basis of an entire taxable period (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning after the Closing Date in proportion to the number of days in each such taxable period and (b) in the case of any other Taxes, be deemed to equal the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the day immediately preceding the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period. (b) In the case of all other Taxes for a Straddle Period (including Income Taxes, employment Taxes and sales and use Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date, on the basis of a closing of the books as of the Closing, provided 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 Pre-Closing Tax Period and the Post-Closing Tax Period using the methodology set forth in clause (a). (c) In the case of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books as of the Closing), such Taxes shall be treated as Taxes of the Transferred Entities for a Pre-Closing Tax Period.

Straddle Periods. For all applicable purposes of this Agreement, with respect to any Straddle Period, the following conventions shall be utilized for the purpose of determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (ai) In in the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Periodbasis, the amounts that are amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the day immediately preceding the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. ; and (bii) In in the case of all other Taxes for a Straddle Period (including Income Taxes, sales Taxes, use Taxes, telecommunication Taxes, goods and services or similar Taxes, value-added Taxes, employment Taxes, withholding Taxes and sales and use excise Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing DateDate shall be determined as if the Transferred Entity (and to the extent relevant, any other entity in which a 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 basis of Closing Date using a “closing of the books as of the Closing, provided 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 Pre-Closing Tax Period and the Post-Closing Tax Period using the methodology set forth in clause (a)methodology. (c) In the case of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books as of the Closing), such Taxes shall be treated as Taxes of the Transferred Entities for a Pre-Closing Tax Period.”

Straddle Periods. (a) In To the extent relevant, in the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts any taxable period that are attributable to the portion of the Straddle Period ending on includes (but does not end on) the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by (a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the day immediately preceding the Closing Date and the denominator of which is the number of calendar days in the entire “Straddle Period. (b) In the case of all other Taxes for a Straddle Period (including Income Taxes, employment Taxes and sales and use Taxes”), the amount attributable of any Taxes of the Acquired REITs based upon or measured by net income or gain which relate to the portion of the Straddle Pre-Closing Tax Period ending will be determined based on the Closing Date, on the basis of a an interim closing of the books as of the Closingclose of business on the Closing Date (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 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 portion of the Straddle Period ending on the Closing Date, on the one hand, and 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 and will be deemed to be the Post-Closing amount of such Tax Period using for the methodology set forth entire taxable period multiplied by a fraction, the numerator of which is the number of days in clause (a). (c) In the case portion of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends taxable period ending on the Closing Date and closed its books as the denominator of which is the Closing), number of days in such Taxes shall be treated as Taxes of the Transferred Entities for a Pre-Closing Tax Straddle Period.

Straddle Periods. For purposes of this Agreement, Taxes for a Tax period that begins on or before the Closing Date and ends after the Closing Date (aa “Straddle Period”) In shall be apportioned to the portion of the Straddle Period that ends on the Closing Date (the “Pre-Closing Tax Period”) and the portion that ends after the Closing Date (the “Post-Closing Tax Period”) using the following conventions: (A) in the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Periodbasis, the amounts that are attributable amount apportioned to the portion of the Straddle a Pre-Closing Tax Period ending on the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the day immediately preceding the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period. ; and (bB) In in the case of all other Taxes for a Straddle Period (including Income income Taxes, employment Taxes Taxes, and sales and use Taxes), ) the amount attributable apportioned to the Pre-Closing Tax Period shall be determined as if the Company had filed a separate Return with respect to such Taxes for the portion of the Straddle Period ending on the Closing Date, end of the day on the basis of Closing Date using a closing of the books as methodology, and the balance of such Taxes shall be apportioned to the ClosingPost-Closing Tax Period. For purposes of clause (B), provided that exemptions, allowances or deductions that are calculated any item determined on an annual or periodic basis (including, but not limited to, including amortization and depreciation deductions and amortization deductionsthe effects of graduated rates) shall be allocated between apportioned to the Pre-Closing Tax Period based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period and the balance of such items shall be apportioned to the Post-Closing Tax Period using the methodology set forth in clause (a). (c) In the case of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books as of the Closing), such Taxes shall be treated as Taxes of the Transferred Entities for a Pre-Closing Tax Period.

Straddle Periods. For purposes of allocating Taxes for any Straddle Period pursuant to this Agreement, (ai) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle PeriodPeriod based on or measured by income or receipts (including insurance premiums) of a Company Party or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event shall be allocated between the Pre-Closing Period and the Post-Closing Period based on an interim closing of the books as of the end of the Closing Date‎, the amounts except that (A) exemptions, allowances, or deductions that are attributable calculated on an ‎annual basis (including depreciation and amortization deductions, other than with ‎respect to property placed in service after the portion Closing) shall be allocated on a per ‎diem basis, and (B) any transaction, income or deduction subject to any provision of the Section 7.6 shall be allocated in accordance therewith‎ and (ii) other Taxes for a Straddle Period ending not reasonably allocable pursuant to clause (i) above on the Closing Date a specific identification or interim closing basis shall be determined by multiplying the Taxes for the entire Straddle Period by allocated based upon a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the day immediately preceding the Pre-Closing Date Period or Post-Closing Period included in such Straddle Period, as applicable, and the denominator of which is the number of calendar days in the entire such Straddle Period. (b) In the case of all other Taxes for . Any credits relating to a Straddle Period (including Income Taxes, employment Taxes and sales and use Taxes), shall be taken into account as though the amount attributable to the portion of the Straddle relevant Tax Period ending ended on the Closing Date, on . All determinations necessary to give effect to the basis of foregoing allocations shall be made in a closing manner consistent with prior practice of the books as of the Closing, provided 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 Pre-Closing Tax Period and the Post-Closing Tax Period using the methodology set forth in clause (a)relevant Company Party. (c) In the case of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books as of the Closing), such Taxes shall be treated as Taxes of the Transferred Entities for a Pre-Closing Tax Period.

Straddle Periods. (a) In the case For purposes of property allocating any Taxes and other similar Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodPeriod under this Agreement, the amounts portion of such Tax that are attributable relates to the portion of the such Straddle Period ending on up to, and including, the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income, sales, receipts or payroll, be determined by multiplying deemed to be the Taxes amount of such Tax for the entire Straddle Period Period, multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the day immediately preceding on, and including, the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. , and (bii) In in the case of all other Taxes for a any Tax based upon or related to income, sales, receipts or payroll, be deemed equal to the amount which would be payable if the relevant Straddle Period (including Income Taxesended on, employment Taxes and sales and use Taxes)included, the amount attributable to the portion of the Straddle Period ending on the Closing Date, on provided, that (A) any Employment Taxes arising with respect to a Pre-Closing Tax Period that have been deferred pursuant to the basis CARES Act or any other corresponding or similar provision of a closing of the books as of the Closing, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) other Law with respect to Taxes shall be allocated between exclusively to the Pre-Closing Tax Period and the Post-Closing (B) any Transaction Tax Period using the methodology set forth in clause (a). (c) In the case of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior Deductions shall be allocated exclusively to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books as of the Closing), such Taxes shall be treated as Taxes of the Transferred Entities for a Pre-Closing Tax Period.

Straddle Periods. (a) In For purposes of this Agreement, in the case of property any Taxes and other similar Taxes imposed on a periodic basis that are payable for a Straddle Period, the amounts portion of such Tax related to the Pre-Closing Tax Period shall (i) in the case of any Taxes that are attributable imposed on an annual or periodic basis (other than gross receipts, sales or use Taxes and Taxes based upon or related to income) be deemed to be the portion amount of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is shall be the number of calendar days in the portion of the Tax period ending on the day immediately preceding and including the Closing Date Date, and the denominator of which is shall be the number of calendar days in the entire Straddle Period. Period and (bii) In in the case of all any other Taxes for a Straddle Period (including Income TaxesTax, employment Taxes and sales and use Taxes), be deemed equal to the amount attributable to that would be payable if the portion of the Straddle Period ending relevant Tax period ended on and included the Closing Date, Date based on the basis of a hypothetical closing of the books as of the ClosingCompany; provided, provided however, that (x) exemptions, allowances or allowances, deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall that are calculated on an annual basis will be allocated between the Pre-Closing Tax Period and the Postperiod after the Closing Date in proportion to the number of days in each such period and (y) Transaction Tax Deductions, to the extent deductible in the Pre-Closing Tax Period using the methodology set forth in clause (a). (c) In the case at a “more likely than not” or greater level of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior comfort, shall be allocated to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books as of the Closing), such Taxes shall be treated as Taxes of the Transferred Entities for a Pre-Closing Tax Period.

Straddle Periods. 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 (aand including) In the Second Closing Date. To the extent not so permitted or required by applicable Law, for purposes of this Agreement, in the case of property any Straddle Period, (i) Taxes of an Acquired Company and other similar Taxes its Subsidiaries imposed on a periodic basis for a Straddle Periodand not based on income, the amounts that are attributable or any transaction or event (such as real or personal property Taxes) allocable to the portion of the Straddle Pre-Closing Period ending on the Closing Date shall be determined by multiplying equal to the amount of such 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 portion of the period ending on the day immediately preceding the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period. , and (bii) In in the case of all other Taxes for a Straddle Period (including Income Taxes, employment Taxes of an Acquired Company and sales and use Taxes), the amount attributable its Subsidiaries allocable to the portion of the Straddle Period ending on the Pre-Closing DatePeriod, on the basis of a closing of the books such Taxes shall be computed as if such taxable period ended as of the Closing, end of the day on the Second Closing Date; provided 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 Pre-Closing Tax Period and the Post-Closing Tax Period using the methodology set forth in clause (a). (c) In the case of Taxes imposed on any Transferred Entity or any other Buyer Indemnitee as a result of income of any Flow-Thru Entity realized on or prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends period ending on the Second Closing Date and closed its books as the period beginning after the Second Closing Date in proportion to the number of the Closing), such Taxes shall be treated as Taxes of the Transferred Entities for a Pre-Closing Tax Perioddays in each period.