Apportionment of Taxes. For purposes of determining the amount of Taxes (or Tax refunds) that relate to a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date) the Parties agree as follows:
Apportionment of Taxes. (a) To the extent permitted or required by applicable Law, the taxable year of each of the Purchased Entities that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) property Taxes and other Taxes imposed on a periodic basis allocable to the Pre-Closing Tax Period based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period and (ii) Taxes (other than Taxes described in clause (i)) allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the end of the day on the 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 Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each period. Subject to the provisions of this Agreement, Seller shall be liable for Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing Tax Period, and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing Tax Period. Seller shall also be responsible, without duplication, for any Excluded Taxes (except for any Excluded Taxes for which Seller is not required to indemnify Purchaser pursuant to Section 9.2(c)(vi)).
Apportionment of Taxes. For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, 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 Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period sh...
Apportionment of Taxes. Any Taxes for a taxable period beginning on or before the Closing Date and ending after the Closing Date (a "Split Tax Period") with respect to the Company and any of the Included Subsidiaries shall be apportioned between the portion of such taxable period ending on the Closing Date (the "Pre-Closing Period") and the portion of such period beginning on the day following the Closing Date (the "Post-Closing Period") based upon an interim closing of the books of the Company, the Included Subsidiaries and their respective Affiliates; provided, that exemptions, allowances, and deductions that are calculated on an annual basis (including depreciation and amortization deductions), lower bracket amounts, and Taxes calculated on a periodic basis (such as real property Taxes) shall be allocated between the Pre-Closing Period and the Post-Closing Period in proportion to the number of days in each such period. Closing Date. Notwithstanding anything herein to the contrary, the Acquired Companies, jointly and severally, shall be liable for, and shall indemnify and hold Seller and its Affiliates harmless against, any and all Taxes of the Company and the Included Subsidiaries attributable to operations, acts or omissions of Purchaser, the Company or the Included Subsidiaries occurring after the Closing on the Closing Date that are not in the ordinary course of business (including but not limited to any Tax elections made after the Closing on the Closing Date). All transactions occurring not in the ordinary course of business after the Closing on the Closing Date shall be reported on the separate consolidated United States Federal Income Tax Return of the Company or Purchaser, as applicable, to the extent permitted by Treasury Regulations 1.1502-76(b)(1)(ii)(B), and shall be similarly reported on other Income Tax Returns of Purchaser and the Company and the Included Subsidiaries to the extent permitted by law. Overlap with Indemnity. Notwithstanding anything to the contrary in this Agreement, the indemnity obligations of Seller and Purchaser and the Acquired Companies under this Section 6.3 relating to Taxes shall (i) apply without any minimum threshold amount or any maximum limitation, and (ii) survive until the expiration of the relevant applicable statute of limitations (giving effect to any waiver or extension thereof). If there is any conflict between the provisions of this Section 6.3 and the indemnity provisions under Article VIII, the provisions of this Section 6.3...
Apportionment of Taxes. If the Project is assessed as part of a larger parcel, then Landlord shall equitably apportion the Real Property Taxes assessed against the real property which includes the Project and reasonably determine the amount of Real Property Taxes attributable to the Project. If other buildings exist on the assessed parcel, the Real Property Taxes apportioned to the project shall be based upon the ratio of the square footage of all buildings within the Project to the square footage of all buildings on the assessed parcel, and the amount of Real Property Taxes so apportioned to the Project shall be included as part of Operating Expenses. Landlord's reasonable determination of such apportionment shall be conclusive.
Apportionment of Taxes. All Taxes and Tax liabilities with respect to the Sellers that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible, other than as provided for in Section 9.5) or (iii) required to be withheld, such Taxes allocated to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year ended at the end of the day on the Closing Date; and (b) in the case of Taxes imposed on a periodic basis with respect to the Sellers other than those described in subsection (a) of this Section 9.1, such Taxes allocated to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period.
Apportionment of Taxes. In order to apportion appropriately any Taxes relating to any taxable period beginning prior to and ending after the Closing Date ("Straddle Period"), the parties hereto shall, to the extent permitted under applicable law, elect with the relevant Tax Authority to treat for all purposes, the Closing Date as the last day of the taxable year or period of FirstMark, and such period shall be treated as a short taxable year and a Pre-Closing Tax Period for purposes of this Section 9. In any case where applicable law does not permit FirstMark to treat the Closing Date as the last day of the taxable year or period with respect to Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocable to the portion of the taxable year ending on the Closing Date shall be deemed to be equal to the amount which would be payable if the taxable year or period ended on the Closing Date.
Apportionment of Taxes. 27 (c) Refunds........................................28 (d) Cooperation....................................28 (e)
Apportionment of Taxes. (i) In order appropriately to apportion any Taxes relating to a period that includes the Closing Date, the parties hereto will to the extent permitted by applicable Law, treat and, if required, elect with the relevant taxing authority to treat, for all purposes the Closing Date as the last day of a taxable period of the Company (a “Short Period”), and such period shall be treated as a Short Period and a period ending on the Closing Date for purposes of this Agreement.
Apportionment of Taxes. 37 SECTION 6.03.
