Taxes for Short Taxable Year. For purposes of paragraphs (i) and (ii), whenever it is necessary to determine the liability for Taxes of the Company for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Company had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of paragraphs (a) and (b), whenever it is necessary to determine the liability for Taxes of the Companies or the Transferred Subsidiaries for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Companies or the Transferred Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Companies and the Transferred Subsidiaries had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of Section 5.15(a), whenever it is necessary to determine the Liability for Taxes for a portion of a Straddle Period, the determination of the Taxes for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that Visant had a taxable year or period which ended at the close of the Closing Date, except that (i) Taxes that cannot reasonably be apportioned on a short taxable year basis (such as property tax assessments) shall be apportioned on a time basis and (ii) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of paragraphs (a) and (b) of this Section 8.1, whenever it is necessary to determine the liability for Taxes of Erisco for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of Erisco for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that Erisco had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of subsections (a) and (b) of this Section 5.1, whenever it is necessary to determine the liability for Taxes of the Company or any of its Subsidiaries for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company or any of its Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date generally shall be determined by assuming that the Company or any of its Subsidiaries had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, (such as the deduction for depreciation), and Taxes imposed on a periodic basis (such as real property taxes), shall be apportioned on a time basis.
Taxes for Short Taxable Year. For purposes of subsections (a) and (b) of this Section 5.1, whenever it is necessary to determine the liability for Taxes of the Companies or any of their Subsidiaries for a portion of a taxable year or period that begins on or before and ends after the Closing Date, the determination of the Taxes of the Companies or any of their respective Subsidiaries for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date generally shall be determined by assuming that each of the Companies and their Subsidiaries had a taxable year or period which ended on the Closing Date. For purposes of this Section 5.1(c), in the case of any Taxes (other than Transfer Taxes) that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, receipts or the sale or transfer of any property, 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 taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income, receipts or the sale or transfer of any property, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date (except that Tax liabilities attributable to extraordinary events caused by Buyer or any of its Affiliates (including the Companies and any of their Subsidiaries at any time after the time of the Closing) occurring outside of the ordinary course of business on the Closing Date, but after the Closing, and that are not contemplated by this Agreement shall be borne by Buyer).
Taxes for Short Taxable Year. For purposes of determining the liability ---------------------------- for Income Taxes of the Xxxx-Xxxxx Group and Key3Media with respect to any Income Tax periods or years that begin before the Distribution Date but do not end on the Distribution Date, there shall be deemed to be a short Income Tax period closing on the Distribution Date and another short Income Tax period beginning on the day immediately following the Distribution Date. Any items of income, deductions, expenditures and Income Tax attributes shall be allocated between these two short Income Tax periods on the basis of the closing of the books method as of the end of the day at the Distribution Date, except that exemptions, allowances or deductions that are calculated on an annual basis shall be prorated on the basis of the number of days in the applicable period that elapsed through the Distribution Date. The Xxxx-Xxxxx Group shall be liable for any Income Taxes attributable to the short Income Tax period deemed to close on the Distribution Date, and Key3Media shall be liable for any Income Taxes attributable to the short Income Tax period beginning on the day immediately following the Distribution Date.
Taxes for Short Taxable Year. For purposes of paragraphs (a) and (c) of this Section 9.1, whenever it is necessary to determine the liability for Taxes (other than Transfer Taxes) of the Company or the Transferred Subsidiaries for a Straddle Period, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date (i) in the case of any Taxes other than (A) gross receipts, sales or use Taxes and (B) Taxes based upon or related to income, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income and any gross receipts, sales or use Tax, shall equal the portion of such Tax that would have been payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing sentence shall be made in a manner consistent with prior practice of the Company or the Transferred Subsidiaries.
Taxes for Short Taxable Year. For purposes of Section 4.4.1, whenever it is necessary to determine the liability for Taxes for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the relevant entity for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the relevant entity had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation and Taxes on real or personal property, shall be apportioned on a daily basis.
Taxes for Short Taxable Year. For purposes of paragraphs (a)(i) and (a)(ii), whenever it is necessary to determine the liability for Taxes of a Company (including any such liability arising from partnership income or loss) or with respect to any of the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC for a portion of a taxable year or period that begins before and ends after the applicable Closing Date (or December 31, 1999), the determination of the Taxes of such Company (or with respect to any of the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way, the Product Inventory or CIPC) for the portion of the year or period ending on, and the portion of the year or period beginning after, the applicable Closing Date (or December 31, 1999) shall be determined by assuming a taxable year or period for such Company (or partnership) or with respect to any of the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of Way, the Product Inventory or CIPC which ended at the applicable Closing Date (or December 31, 1999), except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis.
