Common use of Straddle Period Tax Allocation Clause in Contracts

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Company and the Subsidiaries will, unless prohibited by applicable lawLaw, close the each of their applicable taxable period of the Company periods as of the close of business on the Closing Date. If applicable law Law does not permit the Company and the Subsidiaries to close any of its taxable year years on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a deemed closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date; provided, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property Notwithstanding the foregoing, property or ad valorem Taxes however taxes attributable to a Straddle Period shall be apportioned by assuming that an equal portion allocated to the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company will, unless prohibited by to the extent permitted under applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law Law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Stockholders for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property ; and in the case of any Taxes other than Taxes based upon or ad valorem related to income or gross receipts, the amount of such Taxes however shall be apportioned by assuming that an equal attributable to the pre-Closing portion of such Tax for the entire Straddle Period is allocable shall also be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Parties shall cause, to the maximum extent possible under applicable Law, any taxable period of the Company willand its Subsidiary that would otherwise be a Straddle Period to end on the Closing Date. In order to apportion appropriately any Taxes relating to a Straddle Period, unless prohibited Counterparty shall cause the Company and its Subsidiary, to the extent permitted by applicable lawLaw, close 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 or its Subsidiary, as of the close of business on the Closing Dateapplicable. If In any case where applicable law Law does not permit the Company to close its taxable year on treat the Closing Date as the last day of the taxable period of the Company or in its Subsidiary, for purposes of this Agreement, the portion of any case in which a Tax is assessed payable with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”Period will be allocated in accordance with this Section 6.6(b), the Taxes, if any, . Any Taxes attributable to a any Straddle Period shall be allocated (i) to the Selling Members Sellers for the period up to and including the close end of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser the Counterparty for the period subsequent to the Closing Date. Any For purposes of the preceding sentence, any allocation of income or deductions required (A) Taxes, other than those referred to determine any Taxes attributable to a Straddle Period in clause (B) below, shall be made by means of a closing of the books and records of the Company as of the close end of the Closing Date; provided, provided however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or , and (B) property Taxes and ad valorem Taxes however attributable to a Straddle Period shall be apportioned by assuming that an equal portion allocated between such two periods in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company willParties shall cause, unless prohibited by to the maximum extent possible under applicable lawLaw, close the any taxable period of the either Company as of the close of business that would otherwise be a Straddle Period to end on the Closing Date. If applicable law does not permit In order to apportion appropriately any Taxes relating to a Straddle Period, the Company Buyer shall cause each Company, to close its taxable year on the extent permitted by Law, to elect with the relevant taxing authority to treat for all Tax purposes the Closing Date or in as the last day of the taxable period of such Company, as applicable. In any case in which a where applicable Law does not treat the Closing Date as the last day of the taxable period of either Company, for purposes of this Agreement, the portion of any Tax is assessed payable with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”Period will be allocated in accordance with this Section 6.6(b), the Taxes, if any, . Any Taxes attributable to a any Straddle Period shall be allocated (i) to the Selling Members Seller for the period up to and including the close end of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser the Buyer for the period subsequent to the Closing Date. Any For purposes of the preceding sentence, any allocation of income or deductions required (A) Taxes, other than those referred to determine any Taxes attributable to a Straddle Period in clause (B) below, shall be made by means of a closing of the books and records of the each Company as of the close end of the Closing Date; provided, provided however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or , and (B) property Taxes and ad valorem Taxes however attributable to a Straddle Period shall be apportioned by assuming that an equal portion allocated between such two periods in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company parties acknowledge that, for federal income Tax purposes, the taxable year of the Companies and Subsidiaries that are U.S. corporations will end as of the close of the Closing Date. With respect to all other Taxes, the Sellers and Purchaser will, unless prohibited by applicable lawLaw, take such actions as may be required to close the taxable period of the Company Companies and Subsidiaries as of the close of business on the Closing Date. If In any case where applicable law Law does not permit the any Company or Subsidiary to close its taxable year on as of the close of the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the then Taxes, if any, attributable to a Straddle Period the taxable period of the Companies and Subsidiaries beginning before and ending after the Closing Date shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period any period beginning before and ending after the Closing Date shall be made (A) in the case of income Taxes or Taxes based on or related to income or receipts or any sales or use Tax, by means of a closing of the books and records of the applicable Company or Subsidiary as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such periodperiod and (B) in the case of other Taxes, on a per diem basis. Property or ad valorem Taxes however All determinations necessary to give effect to the allocation set forth in the foregoing clause (A) shall be apportioned by assuming that an equal portion made in a manner consistent with the past practice of such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodrelevant Companies and the Subsidiaries.

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law Law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Stockholders for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. .. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Seller will cause the Company willto, unless prohibited by applicable lawLegal Requirements, close the taxable period of the Company and its Subsidiaries, as applicable, as of the close of business on the Closing Date. If applicable law does not permit the Company or any of its Subsidiaries to close its taxable year on the Closing Date Date, or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), then for purposes of this Agreement (i) in the Taxescase of real property, if anypersonal property and other Taxes not imposed on the basis of income or receipts, attributable to a Straddle Period such Taxes shall be allocated (i) to between the Selling Members Pre-Closing Tax Period and the Post-Closing Tax Period based on a daily proration of such Taxes by multiplying the amount of such Tax for the entire taxable period up to and including by a fraction, the close numerator of business on which is the Closing Date (except that the Members shall not be responsible for Taxes to the extent number of any reserve or accrual for Taxes on the Closing Balance Sheet that are included days in the Pre-Closing Working Capital described Tax Period or Post-Closing Tax Period, as the case requires, and the denominator of which is the number of days in Section 2.4(b)(i)), the entire taxable period and (ii) to Purchaser for in the period subsequent to the Closing Date. Any allocation case of income or deductions required to determine any all other Taxes, such Taxes attributable to a Straddle Period shall be made by means of a allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on an interim closing of the books and records of the Company and each of its Subsidiaries as of the close of the Closing DateDate , provided except that exemptionsto the extent such Taxes are attributable to extraordinary transaction(s) entered into by the Company or its Subsidiaries after the Closing, allowances such Taxes attributable to or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductionsarising from the extraordinary transaction(s) shall will be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such periodPost-Closing Tax Period to the extent permitted by Treas. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle PeriodReg. 1.1502-76(b)(1)(ii)(B).

Straddle Period Tax Allocation. The Company Shareholder and Purchaser will, unless prohibited by applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a ““ Straddle PeriodPeriod ”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Shareholder for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Effective Date. If applicable law Law does not permit the Company to close its taxable year on the Closing Effective Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Effective Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Seller for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Effective Date, and (ii) to Purchaser for the period subsequent to the Closing Effective Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Effective Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) and any ad valorem or property Taxes of the Company shall be allocated between the period ending on the Closing Effective Date and the period after the Closing Effective Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion period over the total number of such Tax for days in the entire Straddle Period is allocable to each day in such Straddle Periodstraddle period.

Straddle Period Tax Allocation. The Company Member and Purchaser will, unless prohibited by applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Member for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income Taxes measured by income, receipts or payroll deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) and other Taxes shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Company Seller and the Purchaser will, unless prohibited by applicable lawany Requirement of Law, close the taxable period of the Company as of the close of business on the Closing DateEffective Time. If applicable law does not permit the Company to close its taxable year on as of the Closing Date Effective Time or in any case in which a Tax is Taxes are assessed with respect to a taxable period which includes the Closing Date Effective Time (but does not begin or end on that dayas of such time) (a “"Straddle Period”"), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Seller for the period up to and including the close of business on day preceding the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to the Purchaser for the period subsequent to beginning on the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing DateEffective Time, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on at the Closing Date Effective Time and the period after beginning on the Closing Date Effective Time in proportion to the number of days in each such period. Property or ad valorem , and provided further that property Taxes however whose lien date is prior to the Closing Date shall be apportioned by assuming that an equal portion of such Tax for allocated to the entire Straddle Period is allocable period prior to each day in such Straddle Periodthe Closing Date.

Straddle Period Tax Allocation. The Company willshall, unless prohibited by applicable lawLaw, close the taxable period of the Company and its Subsidiaries as of the close of business on the Closing Date. If applicable law Law does not permit the Company to close its the taxable year of the Company and its Subsidiaries as of the close of business on the Closing Date or Date, and in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the amount of such Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for between the period up to and including the close of business ending on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to after the Closing Date. Any allocation of income or deductions required to determine any Taxes (other than property and ad valorem Taxes) attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close end of the Closing Date; provided, provided however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property With respect to any property or ad valorem Taxes however Tax, such Tax shall be apportioned by assuming that an equal portion allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company parties acknowledge that, for federal income Tax purposes, the taxable year of the Companies and Subsidiaries that are U.S. corporations will end as of the close of the Closing Date. With respect to all other Taxes, the Sellers and Purchaser will, unless prohibited by applicable lawLaw, take such actions as may be required to close the taxable period of the Company Companies and Subsidiaries as of the close of business on the Closing Date. If In any case where applicable law Law does not permit the any Company or Subsidiary to close its taxable year on as of the close of the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “"Straddle Period”"), the then Taxes, if any, attributable to a Straddle Period the taxable period of the Companies and Subsidiaries beginning before and ending after the Closing Date shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period any period beginning before and ending after the Closing Date shall be made (A) in the case of income Taxes or Taxes based on or related to income or receipts or any sales or use Tax, by means of a closing of the books and records of the applicable Company or Subsidiary as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such periodperiod and (B) in the case of other Taxes, on a per diem basis. Property or ad valorem Taxes however All determinations necessary to give effect to the allocation set forth in the foregoing clause (A) shall be apportioned by assuming that an equal portion made in a manner consistent with the past practice of such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodrelevant Companies and the Subsidiaries.

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law Law does not permit the Company and the Subsidiaries to close any of its taxable year years on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a deemed closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date; provided, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property Notwithstanding the foregoing, property or ad valorem Taxes however taxes attributable to a Straddle Period shall be apportioned by assuming that an equal portion allocated to the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company willshall, unless prohibited by applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (Date, except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual such Taxes were already accounted for Taxes in the Net Working Capital Adjustment as a reduction to Closing Working Capital on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Statement, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or In the case of any Taxes of the Company imposed on a periodic basis (including real property and ad valorem Taxes however Taxes) the allocation between Purchaser and the Sellers described in this Section 8.5 (c) shall be apportioned by assuming that an equal portion made based on the number of such Tax for days during the entire Straddle Period is allocable to each day on or before the Closing Date, on the one hand, and the number of days in such the Straddle PeriodPeriod after the Closing Date, on the other hand.

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable lawLaw, close the taxable period of the Company and the Subsidiaries as of the close of business on the Closing Date. If applicable law Law does not permit the Company or a Subsidiary to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Stockholders for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date, provided that Taxes other than those based upon or related to income and receipts and exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.