Common use of Allocation of Certain Taxes Clause in Contracts

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. In (a) The Buyer and the case Sellers agree that if any Business Subsidiary, any Operating Subsidiary or any Seller 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 Sellers shall treat such day as the last day of a taxable period. The Buyer and the Sellers agree that they will treat any Straddle PeriodBusiness Subsidiary and any Operating Subsidiary as if they ceased to be part of the affiliated group of corporations of which the Parent is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (i) Property If any Business Subsidiary or Operating Subsidiary is entitled to a refund or credit of Income Taxes for the any Pre-Closing Tax Period shall be equal that is attributable to the amount carryback of such Property Taxes for the entire Straddle Period multiplied by a fractionlosses, the numerator credits or similar items of which is the number of days during the Straddle Period that is in any Business Subsidiary or Operating Subsidiary from any period beginning after the Pre-Closing Tax Period and if the denominator of which refund or credit is paid to the number of days in Sellers, the entire Straddle Period, and Sellers shall be an Excluded Liability and (ii) Property Taxes for pay to the Post-Closing Tax Period shall be equal to Buyer the amount of such Property Taxes for refund or credit promptly after receipt, together with any interest or other amount received in connection therewith. (ii) Any Tax refund received by the entire Straddle Period multiplied by a fractionBuyer, 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 Periodany Business Subsidiary or any Operating Subsidiary, and shall any amounts of overpayments of Tax credited against Tax which the Buyer, any Business Subsidiary or any Operating Subsidiary otherwise would be an Included Liability. The party that has the primary obligation to do so under Applicable Law shall file any Tax Return that is or would have been required to be filed in respect of Taxes described in this Section 7.6(a), and pay that party shall pay the Taxes shown on such Tax Return. To the extent relate to any such Taxes paid by Buyer (or any refund of Taxes received by Buyer) is allocable to the Pre-Closing Tax Period, or portion thereof, shall be for the account of the Sellers, and the Buyer shall pay over to the Sellers 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 amount of any such refund)credit within fifteen (15) days after receipt or entitlement thereto together with any interest or other amount received in connection therewith.

Allocation of Certain Taxes. In the case of any Straddle Period, (i) Property All real property taxes (other than real estate Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for the Pre-Closing a Straddle Tax Period (collectively, the “Apportioned Obligations”) shall be equal to apportioned between the amount of such Property Taxes for Parent and the entire Straddle Period multiplied by a fraction, the numerator of which is Purchaser based on the number of days during the Straddle Period that is of such taxable period included 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 taxable period included in the Post-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and . The Parent shall be an Included Liability. The party that has liable for the primary obligation to do so under Applicable Law shall file any Tax Return proportionate amount of such taxes 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 attributable to the Pre-Closing Tax Period, or any and the Purchaser shall be liable for the proportionate amount of such Taxes paid by Seller (or any refund of Taxes received by Seller) taxes that is allocable attributable to the Post-Closing Tax Period. (ii) All excise, Buyer or Seller sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (as applicablecollectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall pay be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the other non-paying party such proportionate drafts of all Tax Returns described in the preceding sentence and a statement setting forth the amount promptly after of reimbursement to which the payment paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Taxes Tax Return (including extensions), or such shorter period as is necessary to allow for the receipt timely filing of any such refundTax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

Allocation of Certain Taxes. In the case of any taxable period that begins before the Closing Date and ends thereafter (each a “Straddle Period”), (i) Property any real property, personal property, ad valorem and similar Taxes for allocable to the Pre-portion of such Straddle Period ending with the end of the day before the Closing Tax Period Date 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 Liability, (ii) Property any real property, personal property, ad valorem and similar Taxes for the Post-portion of such Straddle Period beginning on or after the Closing Tax Period Date 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 Assumed Liability, and (iii) any sales, value-added and similar transaction-based Taxes (other than Transfer Taxes) shall be allocated to the portion of the Straddle Period based on a closing of the books and records as of the close of business the day before the Closing Date. The party Party that has the primary obligation to do so under Applicable applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.6(a), 9.06 and that party Party shall pay the Taxes shown on such Tax Return. To the extent any such Taxes paid by Buyer Purchaser (or any refund of Taxes received by BuyerPurchaser) 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 Purchaser or Seller (as applicable) shall pay to the other party Party such proportionate amount promptly after the payment of such Taxes (or the receipt of any such refund).

Allocation of Certain Taxes. In the case of any Straddle Period, (i) Property 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, such day shall be treated as the last day of a taxable period. (ii) The Company Stockholders shall be entitled to all refunds, if any, attributable to Taxes for the any Pre-Closing Tax Period Periods and Straddle Periods, to the extent related to the portion of such Taxable period ending on the Closing Date, other than refunds of (a) Taxes directly or indirectly paid by Buyer, except for (1) Taxes reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet in the Company’s Financial Statements (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses, and taken into account as liabilities in calculating Closing Working Capital and (2) Taxes for which the Company Stockholders have indemnified the Buyer; (b) Taxes reflected as assets or a reduction of liabilities on the Company’s Financial Statements and taken into account as assets or a reduction of liabilities in calculating Closing Working Capital; and (c) Taxes the refund of which would increase the Company’s or the Buyer’s Taxes in any period to the extent the Buyer is not indemnified by the Company Stockholders for such increased Taxes. The Buyer shall, if the Company Stockholders so request and at the Company Stockholders’ sole expense, reasonably cooperate with the Company Stockholders to obtain and expedite any claim for (and any receipt of) any refund to which the Company Stockholders are entitled under this section. (iii) All transfer, documentary, sales, use stamp, registration and other similar Taxes, and any conveyance fees or recording charges incurred in connection with the transactions contemplated by this Agreement, will be paid equally by the Buyer and Company Stockholders when due. The Buyer will file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges and, if required by applicable law, the Company Stockholders will join in the execution of any such Tax Returns and other documentation. Any expenses incurred in making such filings shall be equal paid equally by the Buyer and the Company Stockholders. (iv) All powers of attorney, Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the amount of such Property Taxes for Closing Date and, after the entire Straddle Period multiplied by a fractionClosing Date, 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 Company shall not be an Excluded Liability and (ii) Property Taxes bound thereby or have any liability thereunder 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 amounts due in respect of Taxes described in this Section 7.6(a), and that party shall pay periods ending on or before 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)Date.

Allocation of Certain Taxes. In the case of any Straddle Period, (i) Property any real property, personal property, ad valorem and similar Taxes for allocable to the Pre-portion of such Straddle Period ending with the end of the day on the Closing Tax Period Date 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 any real property, personal property, ad valorem and similar Taxes for the Post-portion of such Straddle Period beginning after the Closing Tax Period Date 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 Assumed Liability. The party that has the primary obligation to do so under Applicable applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.6(a), 10.04 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 are allocable to the Pre-Closing Tax Period, or any such Taxes paid by Seller (or any refund of Taxes received by Seller) is are 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). To the extent Buyer receives any refunds with respect to any Taxes arising in a Pre-Closing Tax Period, Buyer shall pay such refunds to Seller net of any amounts owed to Buyer under this Agreement.

Allocation of Certain Taxes. To the extent not otherwise provided in this Agreement, Seller shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Acquired Assets attributable to the Pre-Closing Tax Period and Buyer shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Acquired Assets attributable to any Tax period beginning after the Closing Date and that portion of any Straddle Period beginning after the Closing Date. 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 Period and (ii) Property Taxes for the Post-portion of such Straddle Period beginning after the Closing Tax Period Date 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 after the Post-Closing Tax Period Date and the denominator of which is the number of days in the entire Straddle Period, and . Seller shall be an Included Liability. The party that has liable for the primary obligation to do so under Applicable Law shall file any Tax Return proportionate amount of such Property Taxes 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 attributable to the Pre-portion of such Straddle Period ending on the Closing Tax Period, or any Date and Buyer shall be liable for the proportionate amount of such Property Taxes paid by Seller (or any refund of Taxes received by Seller) that is allocable attributable to the Post-portion of such Straddle Period beginning after the Closing Tax PeriodDate. Upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer or Seller (Seller, as applicable) , shall pay present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 8.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten days after delivery of such proportionate amount statement. In the event that Buyer or Seller makes any payment for which it is entitled to reimbursement under this Section 8.6, the applicable party shall make such reimbursement promptly but in no event later than ten days after the payment presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such Taxes (or supporting evidence as is reasonably necessary to calculate the receipt amount of any such refund)reimbursement.

Allocation of Certain Taxes. In Purchaser and Seller agree that if any of the case TFS Companies is permitted but not required under applicable state, local or foreign Tax laws to treat the day before the Closing Date or the Closing Date as the last day of any Straddle Perioda taxable period, (i) Property Purchaser and Seller shall treat such day as the last day of the taxable period. Any Income Taxes for the Pre-Closing Tax a Straddle Period shall be equal apportioned between Seller and Purchaser based on the actual operations of the TFS Companies during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date (except that Income Taxes attributable to transactions or events occurring on the Closing Date shall be apportioned to the amount Seller only if such transactions or events are properly includible in Parent's consolidated federal income Tax Return and shall otherwise be apportioned to Purchaser), and for purposes of the provisions of Sections 13.2, 13.3, 13.4 and 13.6, each portion of such Property period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). All Taxes for the entire other than Income Taxes ("Other Taxes") relating to a Straddle Period multiplied by a fraction, the numerator of which is shall be apportioned between Purchaser and Seller based on the number of days during the Straddle Period that is in portion of such period occurring on and before the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle PeriodDate, 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 such period occurring after the Straddle Period that Closing Date and for purposes of Sections 13.2, 13.3, 13.4 and 13.6 each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). To the Post-extent estimated Taxes have been paid prior to the Closing Tax Period and the denominator of which is the number of days in the entire Date with respect to a Straddle Period, and Seller's liability with respect thereto shall be an Included Liability. The party reduced by that has the primary obligation to do so under Applicable Law shall file any Tax Return amount; provided, further that is required to be filed in respect if such payment of Taxes exceeds (or is less than) Seller's liability as calculated pursuant to this Section 13.4, Purchaser shall promptly pay Seller the amount of such excess (or Seller shall promptly pay Purchaser the amount of such shortfall). Upon timely notice from Purchaser, Seller shall pay to Purchaser at least ten (10) days prior to the date any payment for Taxes as described in this Section 7.6(a)13.4 is due, 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 's share of such Taxes (or the receipt of any such refund)as described in this Section 13.4.

Allocation of Certain Taxes. In the case of any Straddle Period, (ia) 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 a Retained Liability, and (iib) 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 Assumed Liability. The party that has the primary obligation to do so 101951134.15 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)9.01, and that such party shall pay the Taxes shown on such Tax Return. To the extent any such Taxes paid by Buyer Purchaser (or any refund of Taxes received by BuyerPurchaser) 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 Purchaser 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. In the case of any Straddle Period, (i) Property All real property taxes (other than real estate Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for the Pre-Closing a Straddle Tax Period (collectively, the "Apportioned Obligations") shall be equal to apportioned between the amount of such Property Taxes for Parent and the entire Straddle Period multiplied by a fraction, the numerator of which is Purchaser based on the number of days during the Straddle Period that is of such taxable period included 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 taxable period included in the Post-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and . The Parent shall be an Included Liability. The party that has liable for the primary obligation to do so under Applicable Law shall file any Tax Return proportionate amount of such taxes 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 attributable to the Pre-Closing Tax Period, or any and the Purchaser shall be liable for the proportionate amount of such Taxes paid by Seller (or any refund of Taxes received by Seller) taxes that is allocable attributable to the Post-Closing Tax Period. (ii) All excise, Buyer or Seller sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (as applicablecollectively, "Transfer Taxes") incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall pay be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the other non-paying party such proportionate drafts of all Tax Returns described in the preceding sentence and a statement setting forth the amount promptly after of reimbursement to which the payment paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Taxes Tax Return (including extensions), or such shorter period as is necessary to allow for the receipt timely filing of any such refundTax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

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 will be an Excluded a Retained 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 will be an Included Assumed Liability. The party that has the primary obligation to do so under Applicable applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.6(a10.1(a), and that party shall pay the Taxes shown on such Tax Return. To the extent any such Taxes paid by Buyer Purchaser (or any refund of Taxes received by BuyerPurchaser) 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 Purchaser 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. In the case of any Straddle Period, (i) all Taxes imposed on a periodic basis (other than Taxes for Real Property Taxes addressed in Section 2.07(f)) 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 Assumed Liability. All other Taxes for a Straddle Period (other than Taxes for Real Property) shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period as if such taxable period ends as of the close of business on the Closing Date. The party that has the primary obligation to do so under Applicable applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.6(a6.15(b), 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. In the case of any Straddle Period, (ia) Property Taxes for the Pre-Closing Tax Period shall will 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 will be an Excluded Liability a Retained Liability, and (iib) Property Taxes for the Post-Closing Tax Period shall will 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 will be an Included Assumed Liability. The party that has the primary obligation to do so under Applicable Law shall will file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.6(a)10.01, and that such party shall will pay the Taxes shown on such Tax ReturnReturn and provide a copy of such Tax Return to the other party. To the extent any portion of such Taxes paid by Buyer Purchaser (or any refund of Taxes received by BuyerPurchaser) is allocable to the Pre-Closing Tax Period, or any portion of such Taxes paid by Seller (or any refund of Taxes received by Seller) is allocable to the Post-Closing Tax Period, Buyer Purchaser or Seller (as applicable) shall will pay to the other party such proportionate amount promptly after the payment of such Taxes (or the receipt of any such refund).