Common use of Straddle Periods Clause in Contracts

Straddle Periods. All real property Taxes, personal property Taxes and similar ad valorem obligations with respect to the Business or the Acquired Assets for a Tax period that includes (but does not end on) the Closing Date, whether such Taxes are payable to a Governmental Authority, a landlord or other third party, shall be apportioned between Buyer and Seller as of the Closing Date based upon, respectively, the number of calendar days in the portion of such Tax period ending on the Closing Date and the number of calendar days in the portion of such Tax period commencing after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Buyer shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Business and the Acquired Assets required to be filed after the Closing Date. For any such Tax Return relating to a Tax period that begins on or prior to, and ends after, the Closing Date, Buyer shall provide such Tax Return to the Seller at least 30 days prior to the date on which such Tax Return is required to be filed (but in no event earlier than 30 days after the Closing Date), for Seller’s review and comment. Seller shall have ten days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its sole discretion. Buyer shall provide such Tax Returns to the Seller at least ten business days prior to the date on which any such Tax Return is required to be filed, for Seller’s review and comment. Seller shall have five business days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its sole discretion.

Straddle Periods. All real property Taxes, personal property Taxes and similar ad valorem obligations with respect to taxes and assessments on the Business or the Acquired Purchased Assets for a any Straddle Tax period that includes (but does not end on) the Closing Date, whether such Taxes are payable to a Governmental Authority, a landlord or other third party, Period shall be apportioned prorated between Buyer Buyer, on the one hand, and Seller the Sellers, on the other hand, as of the close of business on the Closing Date based uponon the best information then available, respectively, with (a) the number of calendar days in the Sellers being liable for such Taxes attributable to any portion of such a Straddle Tax period Period ending on or prior to the Closing Date and such Taxes shall be allocable to the number of calendar days in the Pre-Closing Tax Period and (b) Buyer being liable for such Taxes attributable to any portion of such a Straddle Tax period commencing Period beginning after the Closing Date. If Information available after the Closing occurs before Date that alters the Tax rate is fixed for the then current Tax period, the proration amount of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Buyer shall be responsible for filing all Tax Returns relating to such Taxes property taxes due with respect to the Business Straddle Tax Period will be taken into account and any change in the amount of such taxes shall be prorated between Buyer and the Acquired Assets required Sellers. All prorations under this Section 6.16 shall be allocated so that items relating to the portion of a Straddle Period ending on or prior to the Closing Date shall be filed allocated to the Sellers based upon the number of days in the Straddle Tax Period on or prior to the Closing Date and items related to the portion of a Straddle Tax Period beginning after the Closing Date shall be allocated to Buyer based upon the number of days in the Straddle Tax Period after the Closing Date. For any The amount of all such Tax Return relating prorations shall, if able to a Tax period that begins be calculated on or prior to, and ends after, to the Closing Date, Buyer shall provide such Tax Return be paid on the Closing Date or, if not able to the Seller at least 30 days be calculated on or prior to the date on which such Tax Return is required to be filed (but in no event earlier than 30 days after the Closing Date), for Seller’s review be calculated and comment. Seller shall have ten days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its sole discretion. Buyer shall provide such Tax Returns to the Seller at least ten business days prior to the date on which any such Tax Return is required to be filed, for Seller’s review and comment. Seller shall have five business days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its sole discretionpaid as soon as practicable thereafter.

Straddle Periods. All real property Taxes, personal property and ad valorem Taxes and similar ad valorem obligations with respect to the Business or assessments on the Acquired Assets for a Tax period that includes (but does not end on) the Closing Date, whether such Taxes are payable to a Governmental Authority, a landlord or other third party, shall be apportioned between Buyer and Seller as of the Closing Date based upon, respectively, the number of calendar days in the portion of such Tax period ending on the Closing Date and the number of calendar days in the portion of such Tax period commencing after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Buyer shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Business and the Acquired Assets required to be filed after the Closing Date. For any such Tax Return relating to a Tax taxable period that begins on or before Closing, but ends after the Closing date (a “Straddle Period”) shall be prorated between Buyer and Seller, as of the close of business on the Closing date based on the best information then available, with (a) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending prior toto or on the Closing date, and ends after, (b) Buyer being liable for such Taxes attributable to any portion of a Straddle Period that occurs post-Closing. Information available after the Closing Date, Buyer shall provide such Tax Return date that alters the amount of property Taxes due with respect to the Seller at least 30 days Straddle Period will be taken into account and any change in the amount of such Taxes shall be prorated between Buyer and Seller. All prorations under this Section 6.6 shall be allocated so that items relating to the portion of a Straddle Period ending on or prior to the Closing date shall be allocated to Seller based upon the number of days in the Straddle Period on which such Tax Return is required or prior to the Closing date and items related to the portion of a Straddle Period beginning post-Closing shall be filed (but allocated to Buyer based upon the number of days in no event earlier than 30 days the Straddle Period after the Closing Date)date. The amount of all such prorations shall, for Seller’s review and comment. Seller shall have ten days if able to review and comment be calculated on any such Tax Return, which comments Buyer shall take into consideration in its sole discretion. Buyer shall provide such Tax Returns to the Seller at least ten business days or prior to the Closing date, be paid on the Closing date on which any such Tax Return is required or, if not able to be filedcalculated on or prior to the Closing date, for Seller’s review be calculated and comment. Seller shall have five business days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its sole discretionpaid as soon as practicable thereafter.

Straddle Periods. All real property Taxes, personal property Taxes and similar ad valorem obligations with respect to the Business or the Acquired Assets for For a Tax taxable period that includes (but does not end on) the Closing Date, whether such Taxes are payable to a Governmental Authority, a landlord begins on or other third party, shall be apportioned between Buyer and Seller as of the Closing Date based upon, respectively, the number of calendar days in the portion of such Tax period ending on before the Closing Date and the number of calendar days in the portion of such Tax period commencing ends after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax periodDate (a “Straddle Period”), the proration of the corresponding Taxes Purchaser shall prepare or cause to be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Buyer shall be responsible for filing prepared, at Purchaser’s expense, and timely file all Tax Returns relating to such Taxes with respect to for the Business and the Acquired Assets Company which are required to be filed after the Closing DateDate with respect to such Straddle Periods (the “Straddle Returns”). For Subject to the requirements of applicable Tax Law, each Straddle Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority, and in accordance with the Reporting Position. The Purchaser shall deliver any such Tax Straddle Return (along with associated tax workpapers) relating to Straddle Period which shows a Tax period that begins on or prior to, and ends after, the owing allocable to a Pre-Closing Date, Buyer shall provide such Tax Return Period to the Seller Sellers’ Representative for its review and comment at least 30 thirty (30) days prior to the date on which such Tax Straddle Return is required to be filed (but taking into account extensions) or, in no event earlier than 30 the case of a Straddle Return due within thirty days after the Closing Date)end of the taxable period to which that return relates, for Seller’s review and commentas soon as practical. Seller shall have ten days to review and comment If the Sellers’ Representative disputes any item on any such Tax Straddle Return, which comments Buyer it shall, within ten (10) days of receiving such Straddle Return, notify the Purchaser of such disputed item (or items) and the basis for its objection. Sellers’ Representative and Purchaser shall take into consideration act in its sole discretion. Buyer shall provide good faith to resolve any such Tax Returns to the Seller at least ten business days dispute prior to the date on which any such Tax the relevant Straddle Return is required to be filed. If Sellers’ Representative and Purchaser cannot resolve any disputed item, for Sellerthe item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Sellers and the Purchaser. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Straddle Return at issue (taking into account applicable extensions), then such Straddle Return shall be filed as prepared by Purchaser, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s review and commentfinal resolution of the disputed items. Seller Purchaser shall have five business days to review and comment on any provide a copy of such Tax Return, which comments Buyer shall take into consideration in its sole discretionReturns to Sellers’ Representative promptly after the filing of such Tax Returns.

Straddle Periods. All real property Taxes, personal property Taxes and similar ad valorem obligations levied on a Seller with respect to the Business or the Acquired Purchased Assets for a Tax period that includes (but does not end on) the Closing Date, whether such Taxes are payable to a Governmental Authoritytaxing authority, a landlord or other third party, shall be apportioned between Buyer Section 9.2 and Seller Section 9.3 as of the Closing Date based upon, respectively, the number of calendar days in the portion of such Tax period ending on the Closing Date and the number of calendar days in the portion of such Tax period commencing after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Buyer Purchaser shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Business and the Acquired Purchased Assets required to be filed after the Closing Date. For any such Tax Return relating to a Tax period that begins on or prior to, and ends after, the Closing Date, Buyer Purchaser shall provide such Tax Return to the Seller Sellers at least 30 thirty (30) days prior to the date on which such Tax Return is required to be filed (but in no event earlier than 30 thirty (30) days after the Closing Date), for Seller’s Sellers’ review and comment. Seller Sellers shall have ten (10) days to review and comment on any such Tax Return, which comments Buyer Purchaser shall take into consideration in its sole discretion. Buyer Purchaser shall also be responsible for filing all Tax Returns relating to sales, withholding and GST for the Business for periods beginning on or prior to but ending after the Closing Date. Purchaser shall provide such Tax Returns to the Seller Sellers at least ten (10) business days prior to the date on which any such Tax Return is required to be filed, for Seller’s Sellers’ review and comment. Seller Sellers shall have five (5) business days to review and comment on any such Tax Return, which comments Buyer Purchaser shall take into consideration in its sole discretion.

Straddle Periods. All real property TaxesFor purposes of this Agreement, personal property in the case of any Taxes and similar ad valorem obligations that are imposed with respect to the Business or the Acquired Assets for a Tax period that includes (but does not end on) the Closing Dateany Straddle Period, whether such Taxes are payable to a Governmental Authority, a landlord or other third party, shall be apportioned between Buyer and Seller as of the Closing Date based upon, respectively, the number of calendar days in the portion of such Tax which relates to the portion of such Straddle Period ending on (and including) the Closing Date shall (x) in the case of any real or personal property Taxes or other similar Taxes imposed on a periodic basis, 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 taxable period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the portion entire Straddle Period and (y) in the case of such Tax any other Tax, be deemed equal to the amount which would be payable if the relevant taxable period commencing after ended at the end of the day on the Closing Date. If Any credits relating to a taxable period that begins before and ends after the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes Date shall be taken into account as though the relevant taxable period ended on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuationClosing Date. Buyer shall be responsible for filing all preparing or causing to be prepared any Tax Returns relating to such Taxes with respect to Return of the Business and the Acquired Assets Company required to be filed after the Closing DateDate for a Straddle Period. For any Such Tax Returns shall be prepared in a manner consistent with the past practices of the Company unless otherwise required by applicable Law. Buyer shall permit Seller a reasonable opportunity to review each such Tax Return relating to within a Tax reasonable period that begins on of time before the filing or prior todue date thereof, whichever date is earlier, and ends after, the shall consider in good faith any reasonable comments proposed by Seller in writing. Seller shall pay to Buyer any Pre-Closing Date, Buyer shall provide Taxes shown on such Tax Return to the Seller at least 30 Returns upon ▇▇▇▇▇’s demand therefor, which demand shall be no earlier than three days prior to the due date on which such Tax Return is required to be filed (but in no event earlier than 30 days after for payment of the Closing Date), for Seller’s review and comment. Seller shall have ten days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its sole discretion. Buyer shall provide such Tax Returns to the Seller at least ten business days prior to the date on which any such Tax Return is required to be filed, for Seller’s review and comment. Seller shall have five business days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its sole discretionapplicable Taxes.

Straddle Periods. All real property TaxesParent will prepare or cause to be prepared and file or cause to be filed any non-U.S. Tax Returns of the Acquired Companies for Straddle Periods, personal property and Parent shall cause the Acquired Companies to timely pay all Taxes and similar ad valorem obligations due with respect to such Tax Returns. Except as otherwise required by applicable Law, or as agreed to in writing by Sellers, all Tax Returns which Parent is required to file or cause to be filed in accordance with this section will be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position will be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers will cooperate in the Business preparation of such Tax Returns, by, inter alia, providing Parent with such information as Parent may reasonably request with respect to periods ending on or the Acquired Assets for a Tax period that includes (but does not end on) before the Closing Date, whether including copies of Tax Returns and records relating to prior periods. Parent will provide to Sellers copies of such Taxes Tax Returns for Straddle Periods that are payable to income Tax Returns (together with a Governmental Authority, a landlord or other third party, shall be apportioned between Buyer and Seller as calculation of the Closing Date based upon, respectively, allocation pursuant to Section 7.4(b) of the number of calendar days in Tax shown on each such income Tax Return between the portion of such Tax period the Straddle Period ending on the Closing Date and the number portion of the Straddle Period starting on the day after the Closing Date) at least 30 calendar days before such income Tax Returns are required to be filed. Sellers will notify Parent of any proposed revisions to such income Tax Returns (or such allocation) within 10 calendar days after receipt of such Tax Returns from Parent. Parent shall consider such proposed revisions in good faith. If the Parties are unable to resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Sellers and Parent. The fees and expenses of such accounting firm shall be borne 50% by Sellers and 50% by Parent. Parent will provide or make available to Sellers copies of Tax Returns for Straddle Periods that are not income Tax Returns within 10 calendar days after the date such non-income Tax Returns are filed, and Parent will provide or make available to Sellers an allocation schedule or schedules (prepared in accordance with Section 7.4(b)) with respect to such non-income Tax Returns as promptly thereafter as is practical. Nothing in this Agreement will be construed as preventing Parent or any Acquired Company from timely filing of any Tax Returns. Sellers will promptly and fully reimburse the Acquired Companies for the portion of the Taxes due with respect to such Tax Returns that is allocable to the portion of such Tax period commencing after Straddle Period ending on the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied Date (as determined pursuant to the latest assessed valuation. Buyer shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Business and the Acquired Assets required to be filed after the Closing Date. For any such Tax Return relating to a Tax period that begins on or prior to, and ends after, the Closing Date, Buyer shall provide such Tax Return to the Seller at least 30 days prior to the date on which such Tax Return is required to be filed (but in no event earlier than 30 days after the Closing DateSection 7.4(b), for Seller’s review and comment. Seller shall have ten days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its sole discretion. Buyer shall provide such Tax Returns to the Seller at least ten business days prior to the date on which any such Tax Return is required to be filed, for Seller’s review and comment. Seller shall have five business days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its sole discretion).