Common use of Straddle Periods Clause in Contracts

Straddle Periods. To the extent permissible under applicable Laws, the parties agree to elect (and have the Transferred Entities elect) to have each Tax year of each Transferred Entity end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.”

Straddle Periods. To For purposes of this Agreement, in the case of any Straddle Period, the Parties shall, to the extent permissible under applicable Laws, the parties agree to elect (and have the Transferred Entities elect) to have each Tax year of each Transferred Entity end on the Closing Date and, if such election is not permitted or required in under applicable Law, elect with the relevant Governmental Entity to treat a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the any Straddle Period as a short Tax period ending as of the close of business on the Closing Date: . For any Tax period that does not close on the Closing Date, unless otherwise required under applicable Law, (i) in the case of property Taxes and or other similar ad valorem Taxes imposed on a periodic basis, allocable to the Pre-Closing Tax Period shall be equal to the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period; , and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxesother than those described in clause (i), the amount attributable ) allocable to the portion Pre-Closing Tax Period shall be computed on a “closing of the Straddle Period ending on the Closing Date shall be determined books” basis as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending 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 the period ending on the Closing Date using and the period beginning after the Closing Date in proportion to the number of days in each period. For purposes of the foregoing, each Subsidiary of a Transferred Entity that is classified as a “flow-through” entity shall be treated as if the taxable year of such entity had ended as of the close of business on the Closing Date. For the absence of doubt, in the case of a Straddle Period of a CFC, the amount includible under Section 951(a) of the Code (and any related foreign Tax credit under Section 960 of the Code) in respect of such CFC that is attributable to the Pre-Closing Tax Period portion of the Straddle Period shall be determined on a “closing of the books methodologybooks” basis as if the taxable year of the CFC had ended as of the close of business on the Closing Date.”

Straddle Periods. To the extent permissible under permitted or required by applicable LawsLaw, the parties agree to elect (and have taxable year of each of the Transferred Entities elect) to have each Tax year of each Transferred Entity end on that begins before and includes the Closing Date and, if such election shall be treated as closing on (and including) the Closing Date. To the extent the foregoing is not permitted or required in a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return by applicable Law, for a Straddle Periodpurposes of this Agreement, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property any Straddle Period, (a) Property Taxes and other similar Taxes imposed on a periodic basis, of the Transferred Entities allocable to the Pre-Closing Period shall be equal to the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period; , and (iib) in the case of all other Taxes (including income other than Property Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes), ) of the amount attributable Transferred Entities allocable to the portion of the Straddle Pre-Closing Period ending on the Closing Date shall be determined computed as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending taxable period ended as of the end of the day on the Closing Date using and in a “closing manner consistent with past practices of the books methodologyTransferred Entities (or of Seller with respect to the Transferred Entities); provided, that (a) exemptions, allowances or 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 beginning after the Closing Date in proportion to the number of days in each period and (b) any Taxes attributable to the ownership of any equity interest in any partnership, controlled foreign corporation or other “flowthrough” entity shall be computed as if the taxable period of such partnership, controlled foreign corporation or other “flowthrough” entity ended as of the end of the day on the Closing Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).”

Straddle Periods. To the extent permissible under applicable LawsFor purposes of this Agreement, the parties agree to elect (and have the Transferred Entities elect) to have each Tax year of each Transferred Entity end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property any Straddle Period, (i) Property Taxes and other similar Taxes imposed on a periodic basis, allocable to the Pre-Closing Straddle Period shall be equal to the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire Straddle Period; , and (ii) in the case of all other Taxes (including income other than Property Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes), the amount attributable ) allocable to the portion of the Pre-Closing Straddle Period ending on the Closing Date shall be determined computed as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending taxable period ended as of the end of the day on the Principal Closing Date using a “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 the Pre-Closing Straddle Period and the Post-Closing Straddle Period in proportion to the number of days in each period; provided, further, any amount required to be included in income under Section 951(a) or Section 951A of the books methodologyCode (or any analogous or similar non-U.S. Law) with respect to the Transferred Entities allocable to the Pre-Closing Straddle Period shall be computed as if the taxable year of the applicable foreign corporation ended on the Principal Closing Date.”

Straddle Periods. To In the extent permissible under applicable Laws, the parties agree to elect (and have the Transferred Entities elect) to have each Tax year case of each Transferred Entity end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return for a any Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of real, personal and intangible property Taxes and other similar Taxes imposed on a periodic basis, basis and related Tax items determined on a periodic basis or by reference to the amount attributable level of an item during a period (“Property Taxes”) allocated to the portion of such period that is a Pre-Closing Tax Period shall be equal to the Straddle Period ending on the Closing Date shall equal the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on through the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and Taxes and related non-periodic Tax items (iiother than Property Taxes) in the case of all other Taxes (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes), the amount attributable allocated to the portion of the Straddle such period that is a Pre-Closing Tax Period ending on the Closing Date shall be determined computed as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending taxable period ended as of the end of the day on the Closing Date using a and, in the case of any Taxes attributable to the ownership of any equity interest in any partnership, other “closing flow-through” entity, “controlled foreign corporation” (within the meaning of Section 957(a) of the books methodologyCode or any similar provision of Law) or “passive foreign investment company” (within the meaning of Section 1297 of the Code) as if the taxable period of such partnership, other “flow-through” entity, controlled foreign corporation or passive foreign investment company ended as of the end of the day on the Closing Date (whether or not such Taxes arise in a Straddle Period of the applicable owner). All exemptions, allowances or deductions that are calculated on an annual basis (including credits and depreciation and amortization deductions) shall be allocated between the portion of the period ending on the Closing Date and that portion of the period beginning after the Closing Date in proportion to the number of days in each such portion of the period.”

Straddle Periods. To For purposes of determining the extent permissible under applicable LawsParent Tax Liabilities (and, with respect to income Taxes in Working Capital), the parties agree to elect (and have the Transferred Entities elect) to have each Tax year of each Transferred Entity end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return for a Straddle Period, to shall utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on (and including) the Closing Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of 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 (ii) in the case of all other Taxes (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes, capital gains and similar Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using suing a “closing of the books methodology;” provided, that (A) exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on (and including) the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to which such exemption, allowance or deduction is applicable, (B) all income Tax assets of the Transferred Entities that in each case are allocable to any taxable period (or portion thereof) ending on (and including) or before the Closing Date under the principles of this Agreement shall be utilized to reduce the liability for income Taxes otherwise included in the calculation of Working Capital, but only to the extent permitted under applicable Law to be utilized in such period with respect to such liability for income Taxes (and, to the extent such Tax assets are not utilized to reduce such liability in such period, such Tax assets shall not be included as assets in the calculation of Working Capital), and (C) Tax liabilities determined under Sections 951 and 951A of the Code shall be determined by assuming that the taxable period of each of the relevant CFCs ended as of the Closing Date (such that all Tax liabilities with respect to income of such CFCs under Sections 951 and 951A of the Code that are attributable to economic activity occurring on or before the Closing Date will be taken into account).”

Straddle Periods. (a) To the extent permissible under permitted or required by applicable LawsLaw, the parties agree to elect (and have the Transferred Entities elect) to have each Tax taxable year of each of the Transferred Entity end on Ag Subsidiaries that includes the Closing Date and, if such election is shall be treated as closing on (and including) the Closing Date. To the extent not permitted or required in a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return by applicable Law, for a Straddle Periodpurposes of this Agreement, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property any Straddle Period, (a) Property Taxes and other similar Taxes of the Transferred Ag Subsidiaries or imposed on a periodic basis, the Ag Business allocable to the Pre-Closing Period shall be equal to the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of during the Straddle Period ending on that are in the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period; , and (iib) in the case of all other Taxes (including income other than Property Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes), ) of the amount attributable Transferred Ag Subsidiaries allocable to the portion of the Straddle Pre-Closing Period ending on the Closing Date shall be determined computed as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending taxable period ended as of the end of the day on the Closing Date using and in a “closing manner consistent with past practices of the books methodologyTransferred Ag Subsidiaries (or of Descartes with respect to the Transferred Ag Subsidiaries); provided, that exemptions, allowances or 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 beginning after the Closing Date in proportion to the number of days in each period. Each Transferred Ag Subsidiary that is classified as a partnership or other “flowthrough” entity for income Tax purposes shall be treated for purposes of this Agreement as if its taxable year ended as of the end of the Closing Date and Taxes attributable to taxable income or gain of each such entity through the close of business on the Closing Date shall be considered to be attributable to the Pre-Closing Period.”

Straddle Periods. To For purposes of this Agreement, in the extent permissible under applicable Laws, the parties agree to elect (and have the Transferred Entities elect) to have each Tax year case of each Transferred Entity any period that includes but does not end on the Closing Date and(a “Straddle Period”), if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return amount of any Taxes for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable Period that relate to the portion of the Straddle Period period ending on the Closing Date: Date will be determined (ia) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal by multiplying the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (iib) in the case of all other Taxes (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, Taxes and withholding Taxes), based on an interim closing of the amount attributable books as of the close of business on the Closing Date; provided, however, that any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall be apportioned on a daily basis. Notwithstanding anything else in this Article 10, Parent and the Representative agree that payments made with respect to Funded Indebtedness, Transaction Fees and any other item that gives rise to a Transaction Tax Deduction, to the extent such payments give rise to Tax deductions, Tax losses and Tax credits or otherwise may offset taxable income or Tax under applicable Treasury Regulations (including any deductions pursuant to the election under Revenue Procedure 2011-29), shall, to the maximum extent permitted by applicable Treasury Regulations, be considered to arise in the taxable period (or portion of the Straddle Period thereof) ending on the Closing Date and the provisions of this Agreement shall be determined as if the Transferred Entity (interpreted and to the extent relevant, any other entity applied in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodologymanner consistent therewith.”

Straddle Periods. To the extent permissible under applicable LawsFor purposes of this Agreement, the parties agree whenever it is necessary to elect (and have the Transferred Entities elect) to have each Tax year of each Transferred Entity end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return allocate Taxes for a Straddle PeriodPeriod between periods prior to Closing and after Closing, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basisbased upon or related to income or receipts, the amount attributable of any such Taxes allocable to the portion of the Straddle Period taxable period ending on the Closing Date shall equal be determined based on an actual closing of the books as of the close of business on the Closing Date (and for such purpose, the tax period of any partnership or other pass-through entity in which the relevant member of the Transferred Group holds a beneficial interest shall be deemed to terminate at such time); and (ii) in the case of Taxes other than Taxes described in clause (i), the amount of such Taxes allocable to the portion of the taxable period ending on the Closing Date shall be the product of (x) the amount of such Taxes for the entire Straddle Period multiplied by period and (y) a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending with on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) in . In the case of all other Taxes clause (i), exemptions, allowances or deductions that are calculated on an annual basis (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes), depreciation and amortization deductions computed as if the amount attributable to Closing Date were the last day of the Straddle Period) shall be allocated between the portion of the Straddle Period ending on the Closing Date shall be determined as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as thereafter in proportion to the number of days in each such portion. To the extent permitted under applicable Law, the parties shall take all actions reasonably necessary to terminate the taxable year of the end Transferred Group members on the Closing Date. Any Taxes arising as a result of an inclusion under Section 951(a) of the day Code (or any analogous provisions of state or local income Tax Law), with respect to any member of the Transferred Group for which a Section 338(g) Election is not made attributable to (A) "subpart F income," within the meaning of Section 952(a) of the Code (or any analogous provisions of state or local income Tax Law), or (B) the holding of “United States property,” within the meaning of Section 956 of the Code (or any analogous provisions of state or local income Tax Law), shall be treated as attributable to a Pre-Closing Tax Period to the extent such Taxes would otherwise be attributable to such period if the taxable year of such member of the Transferred Group ended on the Closing Date using and such member of the Transferred Group were no longer a “closing controlled foreign corporation,” as defined in Section 957 of the books methodologyCode, immediately after the Closing Date (and without regard to the 30-day ownership requirement specified in Section 951(a)(1) of the Code). Notwithstanding anything in this Agreement to the contrary, for all purposes of this Agreement, any Taxes resulting from (i) any action (other than an election) taken by the Buyer Indemnified Parties outside the ordinary course of business of the Transferred Group members undertaken on the Closing Date after the Closing, or (ii) any election relating to Taxes made by Buyer with respect to a Transferred Group member (other than a Section 338 Election (except for an Unpermitted Section 338(g) Election)) shall, in each case, be allocated to the period, or the portion thereof, beginning on the first day after the Closing Date. For the avoidance of doubt, notwithstanding anything to the contrary contained herein (including the immediately preceding sentence), the Seller shall not be liable for any collateral or indirect Tax consequences to the Buyer or its Affiliates for any period (or portion thereof) commencing after the Closing Date as a result of the Section 338 Elections, such as Taxes or other Losses incurred by any Buyer Indemnified Party resulting from a loss in tax basis or other tax attributes, or Losses or Taxes of a similar nature, resulting from the Section 338 Elections.”

Straddle Periods. To the extent permissible under applicable LawsFor purposes of this Agreement, the parties agree with respect to elect Taxes for any taxable period that includes (and have the Transferred Entities electbut does not end on) to have each Tax year of each Transferred Entity end on the Closing Date and, if such election is not permitted or required in (a jurisdiction with respect to a specific Tax such that the Transferred Entity is required to file a Tax Return for a “Straddle Period”), to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property such Taxes and other similar Taxes imposed on a periodic basis, the amount attributable that are allocable to the portion of the Straddle Period ending on the Closing Date shall equal be (a) in the case of Taxes that are imposed on a periodic basis, the amount of such Taxes for the entire Straddle Period period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of 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 (iib) in the case of all other Taxes not described in clause (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxesa), the amount attributable to that would be payable if the portion of the Straddle Period ending taxable year or period ended on the Closing Date shall be determined based on an interim closing of the books, and in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Tax Law), as if the Transferred Entity (and to the extent relevanttaxable period of such partnership, any other “flowthrough” entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending or “controlled foreign corporation” ended as of the end close of the day business on the Closing Date using (whether or not such Taxes arise in a “Straddle Period of the applicable owner); provided that any Designated Deferred Taxes shall be allocated to a Pre-Closing Tax Period. For the avoidance of doubt, any Tax that is determined on an arrears basis (such as a real property Tax), shall be a Tax for the taxable year for which it is assessed, regardless of the fact that such Tax may not be due or payable until a subsequent year. Seller shall take such actions as are necessary for each Partnership Entity to allocate Tax items between Buyer and the Sellers on an interim closing of the books methodologybasis.”