Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. (a) Taxes relating to a Straddle Period shall be allocated to the Pre-Closing Date Tax Period or Post-Closing Date Tax Period for purposes of determining the portion of such Taxes that are Pre-Closing Date Taxes as follows: Taxes allocable to the portion of the Straddle Period that ends on the Closing Date shall: (i) in the case of Taxes that are based upon or related to income or receipts, or imposed on a transactional basis, be deemed equal to the amount of Tax that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of other Taxes, determined by allocating such Taxes between the Pre-Closing Tax Period and Post-Closing Tax Period on a per diem basis. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the period ending on the Closing Date and the period beginning after the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Period Taxes. (a) If the Companies are permitted but not required under applicable Law to treat the Closing Date as the last day of a taxable period, then the parties shall treat that day as the last day of a taxable period. In the case of any Taxes relating with respect to a Straddle Period shall be allocated to the Pre-Closing Date Tax Period or Post-Closing Date Tax Period for purposes of determining Period, the portion of such Taxes that are Pre-Closing Date Taxes as follows: Taxes allocable Tax which relates to the portion of the Straddle Period that ends ending on the Closing Date shall: shall (i) in the case of Taxes that are other than those based upon on income, receipts or related to income or receiptsexpenses (e.g., or imposed on a transactional basispayroll Taxes), be deemed equal to be the amount of such Tax that would be payable if for the Tax year or period ended entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date; Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of other Taxesany Tax based on income, determined by allocating such Taxes between receipts or expenses, be deemed equal to the Pre-Closing Tax amount which would be payable if the Straddle Period and Post-Closing Tax Period on a per diem basis. For purposes of clause (i) ended as of the preceding sentenceend of the Closing Date (and for such purposes, the taxable period of any exemptionpartnership or pass-through shall be deemed to terminate at such time); provided, deductionhowever, credit or other item that is calculated items determined on an annual or periodic basis (such as deductions for depreciation) shall be allocated pro rata per day between the period ending apportioned on the Closing Date and the period beginning after the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Datedaily basis.

Straddle Period Taxes. (a) Taxes relating Except to a Straddle Period the extent taken into account in determining the final Purchase Price pursuant to Sections 1.3 and 1.4, Xxxxxx shall be allocated responsible for and pay any Taxes of the Company allocable to (i) any Tax period ending on or prior to the Pre-Closing Date Tax Period or Post-Closing Date Tax Period for purposes of determining Date, and (ii) the portion of such Taxes that are Pre-any Straddle Period ending on the Closing Date Taxes as follows: Date. For purposes of this Agreement, the Taxes allocable to the portion of the a Straddle Period that ends ending on the Closing Date shall: shall (ix) in the case of property, ad valorem and other Taxes that are based upon or related to income or receipts, or imposed on a transactional periodic basis, be deemed equal to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (y) in the case of any other Tax, be deemed to be the amount of Tax that would be payable if the relevant Tax year or period ended on at the Closing Date; and (ii) in the case end of other Taxes, determined by allocating such Taxes between the Pre-Closing Tax Period and Post-Closing Tax Period on a per diem basis. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the period ending on the Closing Date and the period beginning after the Closing Datepursuant to an interim closing-of-the-books. The parties hereto will, Any credits relating to the extent permitted by applicable Law, elect with a Straddle Period shall be taken into account as though the relevant Tax authority to treat a portion period ended at the end of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Period Taxes. (a) Taxes relating to a for any Straddle Tax Period of an Acquired Entity shall be allocated to the Pre-Closing Date Tax Period or Post-Closing Date Tax Period for purposes of determining the portion of such Taxes that are Pre-Closing Date Taxes as follows: Taxes allocable to the portion of the Straddle Period that ends on the Closing Date shall: (i) in the case of Taxes that are based upon or related to income or receipts, or imposed on a transactional basis, be deemed equal to the amount of Tax that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of other Taxes, determined by allocating such Taxes between the Pre-Closing Tax Period and Post-Closing Tax Period on a per diem basis. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the period ending on the Closing Date and the period beginning on the day after the Closing Date. The parties hereto will, as follows: (i) with respect to real property Taxes, personal property Taxes and similar ad valorem Taxes, the amount allocable to the extent permitted by applicable Law, elect with the relevant Tax authority to treat a portion of any Straddle Period as a short taxable the period ending on the Closing Date shall equal the amount of such Taxes for such entire Straddle Tax Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Tax Period that are in the portion of such Straddle Tax Period ending on the Closing Date and the denominator of which is the number of days in the Straddle Tax Period, and (ii) with respect to all other Taxes, the amount allocable to the portion of the period ending on the Closing Date shall be determined based on an actual closing of the books used to calculate such Taxes as if such tax period ended as of the close of business on the Closing DateDate (and for such purpose, the tax period of any partnership or other pass-through entity in which any Acquired Entity holds a beneficial interest shall be deemed to terminate at such time). In the case of clause “(ii)” of the preceding sentence, exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date was the last day of the Straddle Tax Period) shall be allocated between the portion of the Straddle Tax Period ending on the Closing Date and the portion of the Straddle Tax Period thereafter in proportion to the number of days in each such portion.

Straddle Period Taxes. (a) Taxes relating to a Straddle Period shall be allocated to the Pre-Closing Date Tax Period or Post-Closing Date Tax Period for purposes of determining the portion of such Taxes that are Pre-Closing Date Taxes as follows: Taxes allocable to the portion of the Straddle Period that ends on the Closing Date shall: (i) in the case of Taxes that are based upon or related to income or receipts, or imposed on a transactional basis, be deemed equal to the amount of Tax that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of other Taxes, determined by allocating such Taxes between the Pre-Closing Tax Period and Post-Post- Closing Tax Period on a per diem basis. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the period ending on the Closing Date and the period beginning after the Closing Date. The parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date. and to the extent reasonably requested by the other, in the preparation of any Tax returns with respect to any Straddle Period and in the conduct of any audit or other proceeding related to Taxes with respect to any Straddle Period involving or relating to the Company (which cooperation will include the retention and, upon request, the provision to the requesting party of records and information which are reasonably relevant to the preparation of such Tax return or to the conduct of such audit or other proceeding). The Buyer will promptly provide the Seller with written notification (an “Audit Notice”) of any notice of any Tax audits or other assessments against the Company involving any Pre-Closing Tax Periods.