Common use of Tax Convention Clause in Contracts

Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 5.08 or any other provision of this Agreement to determine any liability for Taxes relating to the Business, the Indian Assets or the Acquired Assets attributable to a period or any portion thereof ending on the Closing Date or any period straddling the Closing Date, and the Tax Return in respect of such Tax liability relates to a taxable year or period beginning on or before and ending after the Closing Date (a "Straddle Period"), the determination shall be made by apportioning the total Taxes involved by treating the day immediately before the Closing Date as the end of a short taxable year of the applicable Seller Company and by treating the Closing Date as the beginning of a short taxable year of Buyer. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All Periodic Taxes which are past due as of the Closing Date shall be paid by the Domestic Seller Companies (or if a Seller Company has objected to such Taxes, the Domestic Seller Companies shall assume or cause ZSP to assume responsibility for such Taxes), together with any penalty or interest thereon. Current Periodic Taxes shall be prorated and adjusted between the Domestic Seller Companies and Buyer as of the Closing Date on a per diem basis based on the number of days in the portion of such Straddle Period ending on the day immediately before the Closing Date ("Pre-Closing Period") and the number of days of such taxable period beginning on the Closing Date ("Post-Closing Period"). The Domestic Seller Companies and the Principal shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If current Tax bills are unavailable at the Closing Date, the prior year's Tax bills shall be used for proration purposes and when the current year's Tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.

Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 5.08 6.4 or any other provision of this Agreement to determine any liability for Taxes relating to the Business, the Indian Assets or the Acquired Assets attributable to a taxable period or any portion thereof ending on that begins before the Closing Date or any period straddling the Closing Date, and the Tax Return in respect of such Tax liability relates to a taxable year or period beginning on or before and ending ends after the Closing Date (a "“Straddle Period"”), the determination as to the portion of such Taxes payable for the period ending on the Closing Date, other than any ad valorem or property Taxes, shall be made by apportioning the total Taxes involved by treating the day immediately before the Closing Date as the end of a short taxable year of Seller or the applicable Seller Company and by treating the Closing Date Related Entity, as the beginning of a short taxable year of Buyercase may be. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All Periodic personal property Taxes which are past due as upon any personal property included among the Purchased Assets or in respect of assets of any Related Entity prior to the Closing Date shall be paid by the Domestic Seller Companies (or if a Seller Company has objected to such Taxes, the Domestic Seller Companies shall assume or cause ZSP to assume responsibility for such Taxes), together with any penalty or interest thereon. Current Periodic personal property Taxes attributable to the Purchased Assets or in respect of assets of any Related Entity for any Straddle Period shall be prorated and adjusted between the Domestic Seller Companies and Buyer as of the Closing Date on a per diem basis based on the number of days in the portion of such Straddle Period ending on the day immediately before the Closing Date ("“Pre-Closing Period"”) and the number of days of such taxable period beginning on the day after the Closing Date ("“Post-Closing Period"”). The Domestic Seller Companies and the Principal shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If current Tax bills are unavailable at the Closing Date, the prior year's ’s Tax bills shall be used for proration purposes and when the current year's ’s Tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.

Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 5.08 7.3 or any other provision of this Agreement to determine any liability for Taxes relating to the Business, the Indian Assets or the Acquired Assets attributable to a taxable period or any portion thereof ending on that begins before the Closing Date or any period straddling the Closing Date, and the Tax Return in respect of such Tax liability relates to a taxable year or period beginning on or before and ending ends after the Closing Date (a "“Straddle Period"”), the determination as to the portion of such Taxes payable for the period ending on the Closing Date, other than any ad valorem or property Taxes, shall be made by apportioning the total Taxes involved by treating the day immediately before the Closing Date as the end of a short taxable year of Sellers based on an interim closing of the applicable Seller Company and by treating the Closing Date as the beginning of a short taxable year of Buyerbooks. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All Periodic personal property Taxes which are past due as upon any Purchased Assets or the assets of any North American Company prior to the Closing Date shall be paid by the Domestic Seller Companies Sellers (or if a any Seller Company has objected to such Taxes, the Domestic such Seller Companies shall assume or cause ZSP to assume responsibility for such Taxes), together with any penalty or interest thereon. Current Periodic personal property Taxes attributable to the Purchased Assets or the assets of Xxxx Co. or Specialized Fabrics, for any Straddle Period shall be prorated and adjusted between Sellers and the Domestic Seller Companies and Buyer ITI Entities as of the Closing Date on a per diem basis based on the number of days in the portion of such Straddle Period ending on the day immediately before the Closing Date ("“Pre-Closing Period"”) and the number of days of such taxable period beginning on the day after the Closing Date ("“Post-Closing Period"”). The Domestic Seller Companies and the Principal Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and Buyer the ITI Entities shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If current Tax bills are unavailable at the Closing Date, the prior year's ’s Tax bills shall be used for proration purposes and when the current year's ’s Tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.

Tax Convention. Whenever it is necessary for purposes of the Closing, any indemnification required under this Section 5.08 5.06 or any other provision of this Agreement to determine any liability for Taxes relating to the Business, the Indian Assets Business or the Acquired Assets attributable to a period or any portion thereof ending on with the Closing Date or any period straddling the Closing Date, and the Tax Return in respect of such Tax liability relates to a taxable year or period beginning on or before and ending after the Closing Date (a "Straddle Period"), the determination shall be made by apportioning the total Taxes involved by treating the day immediately before the Closing Date as the end of a short taxable year of the applicable Seller Company and by treating the Closing Date as the beginning of a short taxable year of BuyerSeller. In making this computation, exemptions, allowances, or deductions calculated on an annual basis, such as the deduction for depreciation, shall be apportioned as provided in the Code. All Periodic personal property Taxes which are past due as of upon any personal property included among the Acquired Assets prior to the Closing Date shall be paid by the Domestic Seller Companies (or if a Seller Company has objected to such Taxes, the Domestic Seller Companies shall assume or cause ZSP to assume responsibility for such Taxes), together with any penalty or interest thereon. Current Periodic personal property Taxes attributable to the Acquired Assets for any Straddle Period shall be prorated and adjusted between the Domestic Seller Companies and Buyer as of the Closing Date on a per diem basis based on the number of days in the portion of such Straddle Period ending on the day immediately before the Closing Date ("Pre-Closing Period") and the number of days of such taxable period beginning on the day after the Closing Date ("Post-Closing Period"). The Domestic Seller Companies and the Principal Principals shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. If current Tax bills are unavailable at the Closing Date, the prior year's Tax bills shall be used for proration purposes and when the current year's Tax bills are received, the proration shall be recalculated and the appropriate payment shall be made forthwith.