Common use of Straddle Period Allocation Clause in Contracts

Straddle Period Allocation. For purposes of this Agreement, the portion of any Tax payable with respect to a Straddle Period will be allocated between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 7.4(d). The portion of such Tax allocable to the Pre-Closing Straddle Period shall (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or uses taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Closing Date. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to the Privilege Period, any reference to a “Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and not the Privilege Period. With respect to real property Taxes and personal property Taxes described in (i) above, the allocation shall be made on the basis of the most recent officially certified Tax valuation and assessment for the real property or the personal property, as the case may be. If such valuation pertains to a tax period other than that in which the Closing Date occurs, such apportionment will be recalculated at such time as actual Tax bills for such period are available, and the parties will cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same within sixty (60) days after the issuance of such actual Tax bills. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Period Allocation. For purposes Buyer and the Selling Members agree that if the Company is permitted under any applicable state or local income Tax Law to treat the Closing Date as the last day of this Agreementthe taxable period during which the Closing occurs, Buyer and the portion Selling Members shall treat (and shall cause their respective controlled affiliates to treat) such date as the last day of any Tax payable with respect to such taxable period. In the case of a Straddle Period Period, Taxes will be allocated apportioned between the period of the Straddle Period that extends begins before the Closing Date through and ends on and includes the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from begins the day after the Closing Date to and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 7.4(d8.2(c). The portion of such Tax allocable Taxes attributable to the a Pre-Closing Straddle Period shall (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned during a Straddle Period, be deemed to equal the amount that would be payable if the Straddle Period ended on and included the Closing Date (provided, however, that any exemptions or allowances that are calculated on an annual or other periodic basis shall be allocated between the Pre-Closing Straddle Period and the Post-Closing Straddle Period in proportion to the number of days in each such period); and (ii) in the case of personal property, real property, ad valorem and other similar Taxes of the Company imposed on a periodic basis during a Straddle Period, be deemed to be the amount of such Tax the Taxes for the entire period Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the such Straddle Period, and (ii) in the case of any sales or uses taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Closing Date. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to the Privilege Period, any reference to a “Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and not the Privilege Period. With respect to real property Taxes and personal property Taxes described in (i) above, the allocation shall be made on the basis of the most recent officially certified Tax valuation and assessment for the real property or the personal property, as the case may be. If such valuation pertains to a tax period other than that in which the Closing Date occurs, such apportionment will be recalculated at such time as actual Tax bills for such period are available, and the parties will cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same within sixty (60) days after the issuance of such actual Tax bills. The portion of Tax Taxes attributable to a Post-Closing Straddle Period will shall be calculated in a corresponding manner.

Straddle Period Allocation. For purposes of this Agreement, the portion of any Tax payable with (a) With respect to a Straddle any Taxable Period will be allocated between the period of the Straddle Period that extends before beginning on or prior to the Closing Date through and ending after the Closing Date (the “Pre-Closing Straddle Period”) and ), the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 7.4(d). The portion of such Tax allocable Taxes attributable to the Pre-Closing Straddle Tax Period shall be (i) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any Taxes sale or other transfer or assignment of property (other than sales or use taxesconveyances pursuant to this Agreement), value-added taxesdeemed equal to the amount which could be payable if the Taxable Period ended on the Closing Date, employment taxesand the parties shall elect to do so if permitted by applicable Law, withholding taxes and any Tax based (ii) in the case of Taxes imposed on or measured by incomea periodic basis, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax Taxes for the entire period Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any sales or uses taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Closing Date. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and . (b) computed based on business activity occurring during an accounting period ending No later than three (3) Business Days prior to the Privilege Periodanticipated Closing Date, any reference Parent shall prepare, or shall caused to be prepared, a “Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and not the Privilege Period. With respect to statement of all real property estate Taxes and personal property Taxes described in paid or payable with respect to the Acquired Assets (i) abovethat were paid by the Sellers (or their Affiliates) prior to the Closing Date but are attributable to a period other than the Pre-Closing Tax Period or (ii) that are payable by Buyer following the Closing Date but attributable to a Pre-Closing Tax Period. Parent will reasonably consult with Buyer regarding the preparation of the such statement and consider in good faith any comments Buyer may have with respect thereto. To the extent the amount described in clause (i) of the second preceding sentence exceeds the amount in clause (ii) of the second preceding sentence, the allocation Closing Date Purchase Price shall be increased by the amount of such excess. To the extent the amount described in clause (ii) of the third preceding sentence exceeds the amount in clause (i) of the third preceding sentence, the Closing Date Purchase Price shall be reduced by the amount of such excess. The foregoing allocations with respect to real estate Taxes and personal property Taxes paid or payable with respect to the Acquired Assets shall be trued-up ninety (90) days after the Closing Date or as soon as practicable thereafter, and payment shall be made on by Buyer to the basis of Sellers, or by the most recent officially certified Tax valuation and assessment for the real property or the personal propertySellers to Buyer, as the case may be. If , after such valuation pertains to a tax period other than that in which the Closing Date occurs, such apportionment will be recalculated at such time as actual Tax bills for such period are available, and the parties will cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same within sixty (60) days after the issuance of such actual Tax bills. The portion of Tax attributable to a Posttrue-Closing Straddle Period will be calculated in a corresponding mannerup is completed.

Straddle Period Allocation. For purposes In the case of this Agreement, the portion of any Tax Taxes other than Transfer Taxes that are payable with respect to a Straddle Period will be allocated between Period, the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 7.4(d). The portion of any such Tax that is allocable to the Pre-Closing Straddle Period shall be: (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes and any Tax that are either (x) based on upon or measured by reference to income, gain, or receipts or profits earned during (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, as provided in Section 7.5), the Tax that would be due with respect to the Pre-Closing Straddle Period if such period ended on and included the Closing Date. Each Subsidiary that is treated as a Straddle Period, partnership or “flow-through” entity for Tax purposes shall be deemed treated as if its taxable year ended as of the close of business on the Closing Date and Taxes attributable to the income and gain of each such entity through the close of business on the Closing Date shall be considered to be attributable to the Pre-Closing Tax Period; and (ii) in the case of Taxes not covered by paragraph (i) above, the product of (x) the amount of such Tax Taxes for the entire period Straddle Period, multiplied by (y) a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any sales or uses taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal . Taxes with respect to the amount which would be payable if the Straddle Period ended on and included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis that are not otherwise measured by income, on the other, the portion of such Tax related allocable to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Closing Date. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior allocable to the Privilege Period, any reference to a “Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and not the Privilege Period. With respect to real property Taxes and personal property Taxes described in (i) above, the allocation shall be made on the basis of the most recent officially certified Tax valuation and assessment for the real property or the personal property, as the case may be. If such valuation pertains to a tax period other than that in which the Closing Date occurs, such apportionment will be recalculated at such time as actual Tax bills for such period are available, and the parties will cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same within sixty (60) days after the issuance of such actual Tax bills. The portion of Tax attributable to a Post-Closing Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period will shall be calculated prorated based upon the method employed in a corresponding mannerthis Section 7.1(b), taking into account the type of Tax to which such credit or refund relates.

Straddle Period Allocation. For purposes In the case of this Agreementany taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the portion amount of any Taxes (other than Property Taxes) and Tax payable with respect to a Straddle Period will be allocated between refunds (other than Property Tax refunds) of the period Acquired Companies for the portion of the Straddle Period that extends before relates to the Pre-Closing Date through Tax Period shall be determined based on an interim closing of the books as of and including the Closing Date (with exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) apportioned between the “Pre-Closing Tax Period and the portion of such Straddle PeriodPeriod after the Pre-Closing Tax Period based on the number of days in each such period), and the amount of any real property, personal property, ad valorem or similar Taxes of the Acquired Companies (“Property Taxes”) and any Property Tax refunds for the period portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 7.4(d). The portion of such Tax allocable relates to the Pre-Closing Straddle Tax Period shall (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Property Taxes or Property Tax refunds for the entire period Straddle Period, multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period ending on the Closing Date, and the denominator of which is the number of days in the such Straddle Period. For the avoidance of doubt, and (ii) in the case of any sales or uses taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Closing Date. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to the Privilege Period, any reference to a “Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and not the Privilege Period. With respect to real property Taxes and personal property Taxes described in (i) above, the allocation no election shall be made on under Treasury Regulations Section 1.1502-76(b)(2)(ii) to ratably allocate income with respect to the basis of the most recent officially certified Tax valuation and assessment for the real property Acquired Companies or the personal property, as the case may be. If such valuation pertains to a tax period other than that in which the Closing Date occurs, such apportionment will be recalculated at such time as actual Tax bills for such period are available, and the parties will cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same within sixty (60) days after the issuance of such actual Tax bills. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding mannertransactions or matters contemplated herein.

Straddle Period Allocation. For The parties shall cause, to the maximum extent possible under applicable law, any taxable period of the Company and its Subsidiaries that would otherwise be a Straddle Period to end on the Closing Date. In order to apportion appropriately any Taxes relating to the Straddle Period, Buyer shall cause the Company and its Subsidiaries, to the extent permitted by law, to elect with the relevant Taxing Authority to treat for all Tax purposes the Closing Date as the last day of the taxable period of the Company and its Subsidiaries. In any case where applicable law does not permit the Company and its Subsidiaries to treat the Closing Date as the last day of the taxable year or period, for purposes of this Agreement, the portion of any Tax payable with respect to a Straddle Period will be allocated between the period of the Straddle Period that extends before the Closing Date through (and including) the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day immediately after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 7.4(d9.09(c). The portion of such Tax allocable attributable to the Pre-Closing Straddle Period shall (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of days in the Pre-taxable year or period ending on the Closing Straddle Period Date and the denominator of which is the number of days in the Straddle Period, ; and (ii) in the case of any sales or uses use taxes, value-added taxes, employment taxes, withholding taxes taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as “closing of the Closing Date books basis” by assuming that the books of the Company and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated its Subsidiaries were closed at the end of the day on the Closing Date. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to the Privilege Period, any reference to a “Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and not the Privilege Period. With respect to real property Taxes and personal property Taxes described in (i) above, the allocation shall be made on the basis of the most recent officially certified Tax valuation and assessment for the real property or the personal property, as the case may be. If such valuation pertains to a tax period other than that in which the Closing Date occurs, such apportionment will be recalculated at such time as actual Tax bills for such period are available, and the parties will cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same within sixty (60) days after the issuance of such actual Tax bills. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.