Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) Buyer and Rotmans agree that if Rotmans 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 Rotmans shall treat such day as the last day of a taxable period. (b) Any Taxes for a taxable period beginning before and ending after the Closing Date shall be paid by Buyer or its Affiliates and the portion of any such Taxes allocable to the portion of such period ending on the Closing Date (and as to which Stockholders shall reimburse Buyer) 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 8.2(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 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 8.4(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. (a) The Buyer and Rotmans the Indemnifying Stockholders agree that if Rotmans Company or any Subsidiary 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 Rotmans the Company shall treat such day as the last day of a taxable period. (b) Any Taxes for a taxable period beginning before and ending after the Closing Date shall be paid by the Buyer or its Affiliates and the portion of any such Taxes allocable to the portion of such period ending on the Closing Date (and as to which Stockholders shall reimburse Buyer) 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 8.2(d7.1(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 the provisions of Section 8.27.1, 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 8.4(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. (ai) The Buyer and Rotmans the Company Equityholders agree that if Rotmans the Company or any Subsidiary 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 Rotmans the Company Equityholders shall treat such day as the last day of a taxable period. (bii) Any For all purposes of this Agreement, including Section 8.1(c), the portion of any Taxes for a taxable period beginning before and ending after the Closing Date shall be paid by Buyer or its Affiliates and the portion of any such Taxes allocable to the portion of such period ending on the Closing Date (and as to which Stockholders shall reimburse Buyer) 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 8.2(d6.11(a)(iv), 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 8.28.1(c), 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 8.4(b6.11(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. (a) Buyer The Parent and Rotmans the Company Stockholders agree that if Rotmans 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, Buyer the Parent and Rotmans the Company shall treat such day as the last day of a taxable period. (b) . Any Taxes for a taxable period beginning before and ending after the Closing Date shall be paid by Buyer the Parent or its Affiliates and Affiliates. To the extent not reflected on the Final Balance Sheet as a current liability, the Company Stockholders shall pay to the Parent the portion of any such Taxes allocable to the portion of such period ending on the Closing Date (and as to which Stockholders shall reimburse Buyer) 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 8.2(d), the amount which would be payable if the taxable 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 8.28.1 of this Agreement, 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 8.4(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. (a) Buyer The Parent and Rotmans Company agree that if Rotmans 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, Buyer the Parent and Rotmans the Company shall treat such day as the last day of a taxable period. (b) Any Taxes for a taxable period beginning before and ending after the Closing Date shall be paid by Buyer the Parent or its Affiliates and Affiliates. In accordance with Section 8.1A, the Parent shall be entitled to be reimbursed from the Escrow in an amount equal to the portion of any such Taxes allocable to the portion of such period ending on the Closing Date (and as to which Stockholders shall reimburse Buyer) 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 8.2(d), the amount which would be payable if the taxable 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 8.28.1A of this Agreement, 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 8.4(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.