Common use of Allocation of Tax Liability Clause in Contracts

Allocation of Tax Liability. The allocation of Tax Liability between the Pre-Closing Tax Period and Post-Closing Tax Period comprising a Straddle Period shall be made as follows; provided that the following is set forth solely for the avoidance of doubt in interpreting Section 4.12: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Closing Tax Period or Post-Closing Tax Period included in the Straddle Period shall be determined by closing the books of the Company or the applicable Subsidiary as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and Post-Closing Tax Period as a separate taxable year; and (ii) in the case of Taxes imposed on a periodic basis and not based on income, gross receipts or specific transactions (such as real or personal property Taxes), the portion of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Period shall be equal to the product of such Taxes attributable to the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, and the denominator of which is the total number of days in such Straddle Period, and the amount of Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period.

Allocation of Tax Liability. The (a) To the extent permitted by applicable law, the parties hereto agree to cause federal, state and local tax periods of Company to be closed at the close of business on the Closing Date. In the event applicable law does not permit the closing of any such period, the allocation of Tax Liability between tax liability shall be made in accordance with Section 10.9(b). (b) In the case of a tax return for the taxable period beginning before and ending after the Closing Date ("Overlap Period") based upon income or gross receipts, the amount of taxes attributable to any Pre-Closing Tax Period or Post- Closing Period included in the Overlap Period shall be determined by closing the books of Company as of the close of business on the Closing Date and by treating each of such Pre-Closing Period and Post-Closing Tax Period comprising as a Straddle Period separate taxable year, except that exemptions, allowances or deductions that are calculated on an annual basis shall be made as follows; provided that apportioned on a per diem basis. If the following is set forth solely liability for the avoidance of doubt in interpreting Section 4.12: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes for an Overlap Period is determined on a basis other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Closing Tax Period or Post-Closing Tax Period included in the Straddle Period shall be determined by closing the books of the Company or the applicable Subsidiary as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and Post-Closing Tax Period as a separate taxable year; and (ii) in the case of Taxes imposed on a periodic basis and not based on income, gross receipts or specific transactions (such as real or personal property Taxes), the portion of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Overlap Period shall be equal to the product amount of such Taxes attributable to for the entire Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, Overlap Period and the denominator of which is the total number of days in such Straddle the Overlap Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in the Straddle an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause . Shareholder shall be applied separately with respect to each such period within responsible for Taxes due for the Straddle Pre-Closing Period and Buyer shall be responsible for Taxes due for the Post-Closing Period.

Allocation of Tax Liability. The (a) To the extent permitted by applicable law, the parties hereto agree to cause federal, state and local tax periods of the Company to be closed at the close of business on the Closing Date. In the event applicable law does not permit the closing of any such period, the allocation of Tax Liability between tax liability shall be made in accordance with Section 10.9(b). (b) In the case of a tax return for the taxable period beginning before and ending after the Closing Date ("Overlap Period") based upon income or gross receipts, the amount of taxes attributable to any Pre-Closing Tax Period or Post-Closing Period included in the Overlap Period shall be determined by closing the books of the Company as of the close of business on the Closing Date and by treating each of such Pre-Closing Period and Post-Closing Tax Period comprising as a Straddle Period separate taxable year, except that exemptions, allowances or deductions that are calculated on an annual basis shall be made as follows; provided that apportioned on a per diem basis. If the following is set forth solely liability for the avoidance of doubt in interpreting Section 4.12: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes for an Overlap Period is determined on a basis other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Closing Tax Period or Post-Closing Tax Period included in the Straddle Period shall be determined by closing the books of the Company or the applicable Subsidiary as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and Post-Closing Tax Period as a separate taxable year; and (ii) in the case of Taxes imposed on a periodic basis and not based on income, gross receipts or specific transactions (such as real or personal property Taxes), the portion of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Overlap Period shall be equal to the product amount of such Taxes attributable to for the entire Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, Overlap Period and the denominator of which is the total number of days in such Straddle the Overlap Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in the Straddle an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause . Shareholders shall be applied separately with respect to each such period within responsible for Taxes due for the Straddle Pre-Closing Period and Buyer shall be responsible for Taxes due for the Post-Closing Period.

Allocation of Tax Liability. The (A) To the extent permitted by applicable law, the parties hereto agree to cause federal, state and local tax periods of the Company to be closed at the close of business on the Closing Date. In the event applicable law does not permit the closing of any such period, the allocation of Tax Liability between tax liability shall be made in accordance with Section 10.9 (b). (B) In the case of a tax return for the taxable period beginning before and ending after the Closing Date ("Overlap Period") based upon income or gross receipts, the amount of taxes attributable to any Pre-Closing Tax Period or Post-Closing Period included in the Overlap Period shall be determined by closing the books of the Company as of the close of business on the Closing Date and by treating each of such Pre-Closing Period and Post-Closing Tax Period comprising as a Straddle Period separate taxable year, except that exemptions, allowances or deductions that are calculated on an annual basis shall be made as follows; provided that apportioned on a per diem basis. If the following is set forth solely liability for the avoidance of doubt in interpreting Section 4.12: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes for an Overlap Period is determined on a basis other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Closing Tax Period or Post-Closing Tax Period included in the Straddle Period shall be determined by closing the books of the Company or the applicable Subsidiary as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and Post-Closing Tax Period as a separate taxable year; and (ii) in the case of Taxes imposed on a periodic basis and not based on income, gross receipts or specific transactions (such as real or personal property Taxes), the portion of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Overlap Period shall be equal to the product amount of such Taxes attributable to for the entire Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, Overlap Period and the denominator of which is the total number of days in such Straddle the Overlap Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in the Straddle an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period.

Allocation of Tax Liability. The In the event applicable Law does not require or permit the parties to close state, local or foreign Tax periods as of the Closing Date, the allocation of Tax Liability liability between the Pre-Closing Tax Period and the Post-Closing Tax Period comprising a Straddle Period shall be made in accordance with this Section 6.2(f) as follows; provided that the following is set forth solely for the avoidance of doubt in interpreting Section 4.12: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Closing Tax Period or Post-Closing Tax Period included in the Straddle Period shall be determined by closing the books of the Company or the applicable Subsidiary Acquired Entity as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and Post-Closing Tax Period as a separate taxable year; and (ii) in the case of Taxes imposed that are determined on a periodic basis and not based on other than income, gross receipts or specific transactions (such as real or personal property Taxes)transactions, the portion amount of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Period shall be equal to the product amount of such Taxes attributable to for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, Period and the denominator of which is the total number of days in such the Straddle Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in the a Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period.

Allocation of Tax Liability. The In the event applicable Law does not require or permit the Parties to close federal, state, local or foreign Tax years as of the Closing Date, the allocation of Tax Liability the liability for Taxes between the Pre-Closing Tax Period and the Post-Closing Tax Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e) as follows; provided that the following is set forth solely for the avoidance of doubt in interpreting Section 4.12: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any the Pre-Closing Tax Period or and the Post-Closing Tax Period included in the Straddle Period shall be determined by closing the books of the Company or the applicable Subsidiary entity as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and the Post-Closing Tax Period as a separate taxable year; and (ii) in the case of Taxes imposed that are determined on a periodic basis and not based on other than income, gross receipts or specific transactions (such as real or personal property Taxes)transactions, the portion amount of such Taxes attributable to any the Pre-Closing Tax Period included in the Straddle Period shall be equal to the product amount of such Taxes attributable to for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Tax Period included in the Straddle Period, and the denominator of which is the total number of calendar days in such the Straddle Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period.

Allocation of Tax Liability. The (a) To the extent permitted by applicable law, the parties hereto agree to cause foreign, state and local Tax periods of the Companies and the Subsidiaries to be closed at the close of business on the Closing Date. In the event applicable law does not permit the closing of any such period, the allocation of Tax Liability between the Pre-Closing Tax Period and Post-Closing Tax Period comprising a Straddle Period Liabilities shall be made as follows; provided that the following is set forth solely for the avoidance of doubt in interpreting accordance with Section 4.12:5.6(b). (i) in In the case of Taxes a Tax Return of any of the Companies or Subsidiaries for an Overlap Period based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Pre- Closing Tax Period or Post-Closing Tax Period included in the Straddle Overlap Period shall be determined by closing the books of the relevant Company or the applicable Subsidiary as of the close of business on the Closing Date and by treating each of such Pre-Closing Tax Period and Post-Closing Tax Period as a separate taxable year; and, except that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis. Any estimated Taxes paid by or with respect to, such Company or Subsidiary on or prior to the Closing Date shall be a credit against the Taxes due and attributable to the Pre-Closing Tax Periods in Sections 5.5(b) and (c). (ii) in If the case of liability for Taxes imposed for an Overlap Period is determined on a periodic basis and not based on other than income, gross receipts or specific transactions (such as real or personal property Taxes)transactions, the portion amount of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Overlap Period shall be equal to the product amount of such Taxes attributable to for the entire Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, Overlap Period and the denominator of which is the total number of days in such Straddle the Overlap Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in the Straddle an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Overlap Period.

Allocation of Tax Liability. The allocation of Tax Liability between the Pre-Closing Tax Period and Post-Closing Tax Period comprising a Straddle Period shall be made as follows; provided that the following is set forth solely for the avoidance of doubt in interpreting Section 4.12: (i) in In the case of Taxes a Tax Return with respect to the Company or a subsidiary for an Overlap Period based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Closing Tax Period or Post-Closing Tax Period included in the Straddle Overlap Period shall be determined by closing the books of the Company or the applicable Subsidiary subsidiary as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and Post-Closing Tax Period as a separate taxable year, except that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis; andprovided, however, that such per diem allocation shall not apply to property placed in service or purchased or capitalized costs incurred after the Closing Date. (ii) in If the case of liability for Taxes imposed for an Overlap Period is determined on a periodic basis and not based on other than income, gross receipts or specific transactions (such as real or personal property Taxes)transactions, the portion amount of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Overlap Period shall be equal to the product amount of such Taxes attributable to for the entire Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, Overlap Period and the denominator of which is the total number of days (not to exceed 365) in such Straddle the Overlap Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in the Straddle an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in such Overlap Period. (iii) For clarification purposes, any subpart F income, within the Straddle Period; providedmeaning of Section 952 of the Code, however, of any subsidiary that if is realized in an Overlap Period on or prior to the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause Closing Date shall be applied separately with respect attributable to each the Pre-Closing Tax Period and any such period within subpart F income of any subsidiary that is realized in an Overlap Period following the Straddle Closing Date shall be attributable to the Post-Closing Tax Period.