Allocation of Certain Taxes Clause Samples

Allocation of Certain Taxes. (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof. (b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.

Allocation of Certain Taxes. In the case of any Straddle Period, (i) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability and (ii) Property Taxes for the Post-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Post-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Included Liability. The party that has the primary obligation to do so under Applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.6(a), and that party shall pay the Taxes shown on such Tax Return. To the extent any such Taxes paid by Buyer (or any refund of Taxes received by Buyer) is allocable to the Pre-Closing Tax Period, or any such Taxes paid by Seller (or any refund of Taxes received by Seller) is allocable to the Post-Closing Tax Period, Buyer or Seller (as applicable) shall pay to the other party such proportionate amount promptly after the payment of such Taxes (or the receipt of any such refund).

Allocation of Certain Taxes. (a) Buyer and PKI agree that if any Seller or Acquired Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, Buyer and Sellers shall treat such day as the last day of a taxable period. (b) If applicable law does not permit the Closing Date to be treated as the last day of a taxable period, or in any case in which a Tax is assessed with respect to a taxable period beginning before the Closing Date and ending after the Closing Date, the Taxes of the Acquired Companies or relating to the Acquired Assets or the Business, if any, attributable to such period shall be allocated (i) to PKI and the Sellers for the period up to and including the close of the Closing Date and (ii) to Buyer for the period subsequent to the Closing Date. Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date shall be apportioned for purposes of this Agreement based on a hypothetical closing of the books as of the close of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending at the close of the Closing Date and the period subsequent to the Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property, ad valorem and similar Taxes attributable to a taxable period beginning before the Closing Date and ending after the Closing Date shall be allocated between such two periods in proportion to the number of days in each such period.

Allocation of Certain Taxes. (a) The Buyer and the Company Equityholders agree that if the Company is permitted but not required under applicable foreign, state or local Tax Laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Company Equityholders shall treat such day as the last day of a taxable period. (b) The portion of any Taxes for a taxable period beginning before and ending after the Closing allocable to the portion of such period ending on the Closing Date shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 5.1(d), the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), 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 with the Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of computing the Taxes attributable to the two portions of a taxable period, the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion.

Allocation of Certain Taxes. (a) If the Surviving Corporation or the Company is permitted, but not required, under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. (b) Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Surviving Corporation and/or the Company shall be apportioned for purposes of Section 2.9 and 8.2 between the portion of the period ending on the Closing Date and the portion thereof beginning after the Closing Date (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 8.2(a)(ii), based on an interim closing of the books as of the close of business on the Closing and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), 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 with the Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of the provisions of Section 8.2, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Section 8.3(b), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion.

Allocation of Certain Taxes. Without limiting the Shareholders' indemnity obligations under Section 5.03 hereof, the Company and the Shareholders agree that if the Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Company and the Shareholders shall treat such day as the last day of a taxable period.

Allocation of Certain Taxes. (a) The Closing Statement of Net Assets To Be Sold will reflect all accrued but unpaid real and personal property Taxes on all Purchased Assets, through and including the Closing Date, using a ratable daily accrual method. The Seller has furnished the Buyer an analysis of this amount itemized by property, tax and taxing jurisdiction, at least three (3) days prior to the date hereof. (b) The Buyer agrees to timely pay all real and personal property Taxes on all Purchased Assets the payment date for which is after the Closing Date. (c) Any transfer, documentary, sales, use or other Taxes assessed upon or with respect to the transfer of the Purchased Assets to the Buyer and any recording or filing fees with respect thereto shall be borne by the Seller. (d) The Closing Statement of Net Assets To Be Sold will reflect all accrued but not yet due or paid employment-related Tax liabilities of the Seller (including employee withholding and employer portions of such Taxes) through and including the Closing Date. (e) The Buyer and the Seller agree that, pursuant to the "Alternative Procedure" provided in Section 5 of Revenue Procedure 84-77, 1984-2 C.B. 753, (i) the Seller and the Buyer shall report on a predecessor/successor basis as set forth therein, (ii) the Seller shall be relieved from filing a form W-2 with respect to any employee of the Seller who accepts employment with the Buyer, and (iii) the Buyer shall undertake to file a W-2 for each such employee for the year that includes the Closing Date (including the portion of such year that such employee was employed by the Seller). The Seller agrees to provide the Buyer with all payroll and employment related information with respect to each employee of the Seller who accepts employment with the Buyer. (f) The Buyer agrees to prepare for the Seller and, where permitted, to file on such Seller's behalf, any federal, state or local employment-related tax reports or information reports (including Internal Revenue Service Forms W- 2, W-3, 940, 941, 1042, l042S, 1096 and 1099) that the Seller may be required to file following the Closing Date (but that were not due to be filed on or prior to the Closing Date) with respect to any employment period on or before the Closing Date.

Allocation of Certain Taxes. (a) If the Company is permitted, but not required, under applicable Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. (b) The portion of any Taxes for a taxable period beginning before and ending after the Closing allocable to the portion of such period ending on the Closing Date shall be deemed to equal (i) in the case of Taxes that (A) are based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 10.2(a)(iii), the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), 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 with the Closing Date, and the denominator of which is the number of calendar days in the entire period. For purposes of the provisions of Section 10.2, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). For purposes of computing the Taxes attributable to the two (2) portions of a taxable period pursuant to this Section 10.3(b), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two (2) portions of the period in proportion to the number of calendar days in each portion.

Allocation of Certain Taxes. If the Companies and the Subsidiaries are permitted but not required under applicable state, local, or foreign income Tax Laws 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.