Common use of Straddle Period Clause in Contracts

Straddle Period. Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Straddle Period. Taxes for any Tax Period of For the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement Agreement, whenever it is necessary to determine the liability for Taxes (iother than personal property Taxes of Washington) to for a Straddle Period, (A) the Pre-Closing Tax Period determination of the Taxes for the portion of the Straddle Period up to ending on and including the close of business on the Closing Date including, and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to beginning after, the Closing Date. For Date will be determined by assuming that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including consisted of two taxable years or periods, one which ended at the close of the Closing Date and number the other which began at the beginning of days during the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall will be allocated between the such two taxable years or periods described in clauses on a “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of basis” by assuming that the Group Companies as of books were closed at the close of the Closing Date, provided, however, that exemptions, allowances and or deductions that are calculated on an annual basis (including such as the deductions for depreciation and amortization deductionsreal estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be allocated between deemed to be the amount of such Taxes for the entire 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 period after the Closing Date in proportion to denominator of which is the number of calendar days in each such the entire period.

Straddle Period. Any Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”other than Taxes described in Section 9.02) shall be allocated for all purposes of this Agreement (i) imposed with respect to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” portion of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including on the Closing Date and number of days during the Straddle Period commencing on portion beginning the day after the Closing Date and in the following manner: (Bi) Taxes that are not Per Diem Taxesin the case of a real property, including income Taxes and any transactional Taxes property, intangibles or other similar ad valorem Tax (collectively, “Property Tax”) for a Straddle Period, the amount of such as Taxes based on sales or revenue, Tax allocable to each portion of the Group Companies for a Straddle Period shall be allocated between the periods described total amount of such Tax for the period in clauses “(i)” question multiplied by a fraction, the numerator of which is the total number of days in such portion of such Straddle Period and “the denominator of which is the total number of days in such Straddle Period, and (ii)” ) in the case of all other Taxes for a Straddle Period, such Taxes shall be allocated to each portion of the preceding sentence as if such Tax Straddle Period ended as based on an interim closing of the books at the close of business on the Closing Date. For the avoidance of doubt, solely for purposes of clause “(B)” allocating any Property Tax paid or payable in connection with any of the preceding sentenceTransferred Assets pursuant to clause (i), any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a (x) the Straddle Period shall be made by means of a closing the tax period of the books Taxing Authority for which such Property Tax is assessed which includes the Closing Date, (y) such tax period shall begin on the date the Lien for such Property Tax attaches to the relevant property (the “Lien Date”) and records shall end on the day before the next succeeding Lien Date for such Property Tax and (z) the date of adoption or effectiveness of any state or local budget shall not constitute or otherwise affect the Group Companies as Lien Date for any such Property Tax. Solely for purposes of calculating prorations pursuant to clause (i), Purchaser shall be deemed to be in title to the close Transferred Assets, and therefore entitled to the income and responsible for the expenses, for the entire day of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the portion of this Agreement (i) any Taxes that are allocable to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business ending on the Closing Date shall be (x) in the case of Taxes that are imposed on a periodic basis, the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property taxes), 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 Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (iiy) in the case of Taxes not described in (x), 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 for such purpose, the taxable period of any “controlled foreign corporation”, partnership or “flow-through” entity in which the Acquired Companies hold a beneficial interest will be deemed to terminate at such time). For purposes of clause (y) of the Post-Closing Tax Period for preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date on a pro rata basis, determined by multiplying the entire amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and the period after including) the Closing Date in proportion to and the denominator of which is the number of calendar days in each such periodthe entire Straddle Period.

Straddle Period. For purposes of determining the Taxes payable by the Indemnifying Holders under Section 4.10(e) (Tax Matters; Filing Tax Returns) and the Taxes for which the Indemnifying Holders are liable under Section 6.2(a)(vi) (Indemnification), Taxes for which the Company and its Subsidiaries are liable for any Tax Period of the Group Companies that includes but does not end on taxable period ending after and including the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business period ending on the Closing Date and as follows: (iii) with respect to property Taxes, the Post-Closing Tax Period for amount allocable to the portion of the period ending on the Closing Date shall equal the amount of such property Taxes for such entire Straddle Period subsequent to multiplied by a fraction, the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) numerator of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period that are in the portion of such Straddle Period ending with and including on the Closing Date and the denominator of which is the number of days during in the Straddle Period commencing Period; and (ii) with respect to all other Taxes, the amount allocable to the portion of the period ending on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes shall be determined based on sales or revenue, an actual closing of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence books used to calculate such Taxes as if such Tax Period 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 the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time). For purposes In the case of clause “(Bii)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and or deductions that are calculated on an annual basis (including depreciation and amortization deductionsdeductions computed as if the Closing Date was the last day of the Straddle Period) shall be allocated between the period portion of the Straddle Period ending on the Closing Date and the period after portion of the Closing Date Straddle Period thereafter in proportion to the number of days in each such periodportion.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the amount of this Agreement (i) Taxes that is allocable to the Pre-Closing Tax Period shall (i) in the case of Taxes that are imposed on a periodic basis (such as real property taxes), 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 portion of the Straddle Period up to ending on (and including the close of business on including) the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period and (ii) to in the Post-Closing Tax Period for the portion case of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem described in clause (i) above (such as income Taxes, including income Taxes imposed in connection with any sale or other transfer or assignment of property, and any transactional Taxes payroll and similar Taxes), be deemed to be equal to the amount that would have been payable if the taxable year or period of the Company ended on the Closing Date; provided, that, in determining such amount, exemptions, allowances or deductions that are calculated on a periodic basis, such as Taxes based on sales or revenuethe deduction for depreciation, of the Group Companies for a Straddle Period shall be allocated between taken into account on a pro-rated basis in the periods manner described in clauses “clause (i)” and “) above. In the case of any Tax based upon or measured by capital (ii)” including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 6.9(b) shall be computed by reference to the level of the preceding sentence as if such Tax Period ended as of the close of business items on the Closing Date. For purposes of clause “(B)” of All determinations necessary to give effect to the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period foregoing allocations shall be made by means of in a closing manner consistent with past practice of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such periodCompany.

Straddle Period. Taxes for any Tax Period period of the Group Target Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period Securityholders for the portion of the Straddle Period Tax period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period Parent for the portion of the Straddle Period subsequent to Tax period beginning after the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date Date, and (B) Taxes that are not Per Diem Taxes, including income Income Taxes and any transactional Taxes such as Taxes based on sales sales, revenue or revenue, payments of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence as if such Tax Period period ended as of the close end of business on the Closing Date. For purposes of clause “(B)” ) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Target Companies as of the close end of the Closing Date, provided, provided that exemptions, allowances and allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Eastern time on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Straddle Period. For purposes of this Agreement, the portion of Taxes attributable to the income, property or operations of Xxxxxxxx or the Company for any Tax Period of taxable period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to apportioned between the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on that begins before the Closing Date and ends on and includes the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion period of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on begins the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, ends at the end of the Group Companies for a Straddle Period shall be allocated between (the periods described “Post-Closing Straddle Period”) in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Dateaccordance with this Section 6.04. For purposes of clause “(B)” this Section 6.04, the portion of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Pre-Closing Straddle Period shall (i) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned by Xxxxxxxx or the Company during a Straddle Period, be made by means of a closing of deemed to equal the books amount that would be payable if the Straddle Period ended on and records of the Group Companies as of the close of included the Closing Date; and (ii) in the case of personal property, providedreal property, that exemptionsad valorem and other Taxes of Xxxxxxxx or the Company imposed on a periodic basis during a Straddle Period, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between deemed to be the period ending on amount of the Closing Date and Taxes for the period after entire Straddle Period multiplied by a fraction, the Closing Date in proportion to numerator of which is the number of days in each the Pre-Closing Straddle Period and the denominator of which is the number of days in such periodStraddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner.

Straddle Period. Taxes for any Tax Period period of the Group Companies Company that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date Date, and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that this purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies Company for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and the number of days during the Straddle Period commencing on the day after the Closing Date Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies Company for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence as if such Tax Period period ended as of the close of business on the Closing Date. For purposes of clause “(B)” ) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies Company as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Straddle Period. Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all For purposes of this Agreement (i) Agreement, whenever it is necessary to determine the Pre-Closing Tax Period liability for Taxes of the Company for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period up to ending on and including including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date and (iia) to Taxes measured by items of income, gain, deduction, loss or credit of the Post-Closing Tax Period Company for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the such two taxable years or periods described in clauses on a “(i)” and “(ii)” closing of the preceding sentence on a per diem basis based on books basis” by assuming that the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, books of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of Company were closed at the close of business on the Closing Date. For purposes , and (b) in the case of clause “(B)” other Taxes, the amount allocated to the portion of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period ending on the Closing Date shall be made determined to be the amount of such Tax for the entire taxable year or period multiplied by means a fraction, the numerator of a closing which is the number of days in the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the taxable year or period ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of days in each the Straddle Period and balance of such periodTaxes shall be allocated to the portion of the Straddle Period after the Closing Date.

Straddle Period. For purposes of this Agreement, the portion of Taxes attributable to the income, property or operations of the Company for any Tax Period of taxable period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to apportioned between the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on that begins before the Closing Date and ends on and includes the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion period of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on begins the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, ends at the end of the Group Companies for a Straddle Period shall be allocated between (the periods described “Post-Closing Straddle Period”) in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Dateaccordance with this Section 6.04. For purposes of clause “(B)” this Section 6.04, the portion of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Pre-Closing Straddle Period shall (i) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned by the Company during a Straddle Period, be made by means of a closing of deemed to equal the books amount that would be payable if the Straddle Period ended on and records of the Group Companies as of the close of included the Closing Date; and (ii) in the case of personal property, providedreal property, that exemptionsad valorem and other Taxes of the Company imposed on a periodic basis during a Straddle Period, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between deemed to be the period ending on amount of the Closing Date and Taxes for the period after entire Straddle Period multiplied by a fraction, the Closing Date in proportion to numerator of which is the number of days in each the Pre-Closing Straddle Period and the denominator of which is the number of days in such periodStraddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner.