Definition of Pre-Cutoff Straddle Period Taxes

  1. Pre-Cutoff Straddle Period Taxes means Taxes of the Company or any of its Subsidiaries relating or attributable to the Pre-Cutoff Straddle Period. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period, the portion of any Taxes that are relating or attributable to the Pre-Cutoff Straddle Period shall be (i) in the case of income Taxes and all other Taxes that are not imposed on a periodic basis, the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books and (ii) in the case of any Taxes that are imposed on a periodic basis, the amount of such Taxes for the relevant period multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of the period up to and including the Closing Date and the denominator of which shall be the number of calendar days in the entire period.

Definition of Pre-Cutoff Straddle Period Taxes in Agreement and Plan of Merger

Pre-Cutoff Straddle Period Taxes means Taxes of the Company or any of its Subsidiaries relating or attributable to the Pre-Cutoff Straddle Period. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period, the portion of any Taxes that are relating or attributable to the Pre-Cutoff Straddle Period shall be (i) in the case of income Taxes and all other Taxes that are not imposed on a periodic basis, the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books and (ii) in the case of any Taxes that are imposed on a periodic basis, the amount of such Taxes for the relevant period multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of the period up to and including the Closing Date and the denominator of which shall be the number of calendar days in the entire period.