Common use of Straddle Period Tax Allocation Clause in Contracts

Straddle Period Tax Allocation. (a) Seller and Purchaser will, unless prohibited by Law, close the taxable period of BPP as of the close of business on the Closing Date. If Law does not permit BPP 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 Seller for the period up to and including the close of business on the Closing 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 BPP as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (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. (b) All real property taxes, personal property taxes, or ad valorem obligations and similar recurring taxes and fees on the Transferred Assets for taxable periods beginning before, and ending after, the Closing Date, shall be prorated to the extent not reflected in Final Working Capital between Purchaser and Seller as of the close of business on the Closing Date. With respect to Taxes described in this Section 11.3(b), Seller shall timely file all Tax Returns due on or before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.3 and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes.

Straddle Period Tax Allocation. (a) Seller and Purchaser willBuyer shall, unless prohibited by Applicable Law, close the taxable period of BPP each Subsidiary as of the close of business on the Closing Date. If applicable Law does not permit BPP 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 PeriodPeriod Tax”), the TaxesStraddle Period Tax, if any, attributable to a Straddle Period shall be allocated (i) to the Seller for the period up to and including the close of business on the Closing 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 Tax shall be made by means of a closing of the books and records of BPP such Subsidiary as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (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. . The Party required by Applicable Law to pay any Straddle Period Tax (b) All real property taxesthe “Paying Party”), personal property taxes, or ad valorem obligations and similar recurring taxes and fees on the Transferred Assets for taxable periods beginning before, and ending after, the Closing Date, shall be prorated to the extent not reflected in Final Working Capital between Purchaser and Seller as such payment exceeds the obligation of the close of business on the Closing Date. With respect to Taxes described in this Section 11.3(b)Paying Party hereunder, Seller shall timely file all Tax Returns due on or before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.3 and such payment includes provide the other partyParty (the “Non-Paying Party”) with notice of payment, and within ten (10) days’ of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes, such other party . The Party required by Applicable Law to file a Tax Return with respect to any Straddle Period Tax shall promptly reimburse do so within the remitting party for its share of such Taxestime period prescribed by Applicable Law.

Straddle Period Tax Allocation. (a) Seller and Purchaser will, unless prohibited by applicable Law, close the taxable period of BPP the Company as of the close of business on the Closing Date. If applicable Law does not permit BPP 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 as follows: (i) in the case of income and similar Taxes, withholding Taxes, any Taxes resulting from, or imposed on, sales, receipts, uses, transfers or assignments of property, or payments to Seller other Persons (including wages), the amount of Taxes allocated to the portion of the Straddle Period ending on the Closing Date shall be equal to the amount of Taxes payable for such portion of the period up to and including determined utilizing the “closing of books” methodology by assuming that the taxable period ended at the close of business on the Closing Date, ; and (ii) in the case of all other Taxes, the amount of Taxes allocated to Purchaser the portion of the Straddle Period ending on the Closing Date shall be equal to the amount of Taxes for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a entire Straddle Period shall be made multiplied by means a fraction, the numerator of a closing which is the number of calendar days in the portion of the books and records of BPP as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period Straddle Period ending on the Closing Date and the period after denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in proportion such portion of the Straddle Period as compared to the number of days in each such period. the entire Straddle Period (b) All real property taxesbut computed without regard to items resulting from increases in the assets, personal property taxes, capital or ad valorem obligations and similar recurring taxes and fees liabilities of the Company occurring on the Transferred Assets for taxable periods beginning before, and ending after, or after the Closing Date, shall be prorated ). If any material aspect relating to the extent not reflected allocation of Taxes remains in Final Working Capital between Purchaser and Seller as of the close of business on the Closing Date. With respect to Taxes described in this Section 11.3(b), Seller shall timely file all Tax Returns due on or before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits dispute within ten (10) days prior to the appropriate Taxing Authority payment due date for Taxes, which are subject filing any Tax Return relating to proration under this Section 11.3 and such payment includes the other party’s share of such Taxes, such other party dispute shall promptly reimburse be resolved pursuant to Section 9.5(f), which resolution shall be binding on the remitting party for its share of such Taxesparties.

Straddle Period Tax Allocation. For purposes of this Agreement, in the case of any Tax of the Acquired Companies that is payable with respect to any Straddle Period, the portion of any such Tax that is allocable to the Pre-Closing Tax Period shall: (a) Seller in the case of Taxes that are (i) based upon or measured by income or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), or (c) sales and Purchaser willuse taxes, unless prohibited by Lawvalue-added taxes, close employment taxes, withholding taxes or similar Taxes, be deemed equal to the taxable period amount that would be payable if the Tax year ended at the end of BPP as of the close of business on the Closing Date. If Law does not permit BPP to close its taxable year on ; and (b) in the Closing Date or case of Taxes other than those described in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date clause (but does not begin or end on that day) (a “Straddle Period”a), be deemed to be the Taxes, if any, attributable to a amount of such Taxes for the entire Straddle Period shall be allocated (i) to Seller or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the period up to and including immediately preceding Tax period) multiplied by a fraction, the close numerator of business which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date, and (ii) to Purchaser for the period subsequent to denominator of which is the Closing Date. Any allocation number of income or deductions required to determine any Taxes attributable to a calendar days in the entire Straddle Period shall be made by means of a closing of the books and records of BPP as of the close of the Closing Date, Period; provided that (x) exemptions, allowances or deductions that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period. period and (by) All real property taxes, personal property taxes, all transactions engaged in by Purchaser or ad valorem obligations and similar recurring taxes and fees the Acquired Companies at the direction of Purchaser or an Affiliate of Purchaser not in the ordinary course of business occurring on the Transferred Assets for taxable periods beginning beforeClosing Date after the Closing, and ending after, the Closing Dateother than any transaction specifically contemplated by this Agreement or any Ancillary Agreement, shall be prorated to treated as having occurred in the extent not reflected in Final Working Capital between Purchaser and Seller as of the close of business on the Post-Closing Date. With respect to Taxes described in this Section 11.3(b), Seller shall timely file all Tax Returns due on or before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.3 and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such TaxesPeriod.

Straddle Period Tax Allocation. (a) Seller MTH and Purchaser Reuters will, unless prohibited by applicable Law, close the taxable period of BPP the Purchased Subsidiaries as of the close of business on the Closing Date. If applicable Law does not permit BPP any Purchased 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 Seller the Sellers for the period up to and including the close of business on the Closing Date, and (ii) to Purchaser Reuters 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 BPP the Purchased Subsidiaries as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be Back to Contents 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. (b) . All real property taxesTaxes, personal property taxesTaxes, or ad valorem obligations and similar recurring taxes Taxes and fees on the Transferred Assets for taxable periods beginning before, and ending after, the Closing Date, Straddle Periods shall be prorated to between the extent not reflected in Final Working Capital between Purchaser Purchasers and Seller the Sellers as of the close of business on the Closing Date. With Notwithstanding the foregoing, Sellers shall not be liable for any Taxes with respect to Taxes described in this Section 11.3(b), Seller shall timely file all Tax Returns due the Purchased Subsidiaries or the Transferred Assets arising on or before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due but after the Closing for transactions or actions taken by Purchasers after the Closing but on the Closing Date with respect to such Taxes. If one party remits to that are outside the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.3 and such payment includes the other party’s share Ordinary Course of such Taxes, such other party shall promptly reimburse the remitting party for its share of such TaxesBusiness.

Straddle Period Tax Allocation. (a) The Seller and Purchaser Representative will, unless prohibited by applicable Law, close the taxable period of BPP each of the Companies as of the close of business on the Closing Date. Purchaser shall cause any Company that files corporate income tax returns in Canada to make an election pursuant to subsection 256(9) of the Income Tax Act (Canada), and the regulations thereunder, in respect of its taxation year ending on the acquisition of control of such entity by Purchaser. If applicable Law does not permit BPP any 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 Seller Representative for the period up to and including the close of business on the Closing 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 BPP each of the Companies as of the close of the Closing Date; provided, provided that exemptions, allowances or deductions that are calculated on an annual basis (including 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. (b) All real property taxesTaxes, personal property taxes, or Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for the Straddle Period shall be apportioned between each Asset Seller and similar recurring taxes and fees Purchaser based on the Transferred Assets for taxable periods beginning beforenumber of days of the Straddle Period before and including the Closing Date and the number of days of the Straddle Period after the Closing Date. Such Asset Seller shall be liable for, and ending afteras appropriate reimburse Purchaser for, the proportionate amount of such Taxes that is attributable to the period up to and including the Closing Date, and Purchaser shall be prorated liable for, and as appropriate reimburse such Asset Seller for, the proportionate amount of such Taxes that is attributable to the extent not reflected in Final Working Capital between Purchaser and Seller as of the close of business on period after the Closing Date. With respect to Taxes described in this Section 11.3(b), Seller shall timely file all Tax Returns due on or before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.3 and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes.

Straddle Period Tax Allocation. (a) Seller and Purchaser willThe Company shall, unless prohibited by applicable Law, close the taxable period of BPP the Company and each of the Wholly Owned Subsidiaries as of the close of business on the Closing Date. If applicable Law does not permit BPP the Company to close its taxable year or the taxable year of a Wholly Owned Subsidiary 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, portion of any such Taxes attributable to a Straddle Period the portion of the period ending on the Closing Date shall be allocated be: (i) to Seller in the case of Taxes, other than income Taxes (however denominated), sales and use Taxes, withholding Taxes and value added Taxes, the amount of such Taxes for the entire Straddle 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 calendar days in the portion of the period up to ending on and including the close Closing Date and the denominator of business on which is the number of calendar days in the entire period; and (ii) in the case of income Taxes (however denominated), sales and use Taxes, withholding Taxes and value added Taxes, deemed equal to the amount that would be payable if the Tax period of the Company or the applicable Wholly Owned Subsidiary ended with (and included) the Closing 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 BPP as of the close of the Closing Date, ; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period. (b) All real property taxes, personal property taxes, or ad valorem obligations and similar recurring taxes and fees on the Transferred Assets for taxable periods beginning before, and ending after, the Closing Date, shall be prorated to the extent not reflected in Final Working Capital between Purchaser and Seller as of the close of business on the Closing Date. With respect to Taxes described in this Section 11.3(b), Seller shall timely file all Tax Returns due on or before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.3 and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes.

Straddle Period Tax Allocation. In the case of Taxes of the Acquired Companies that are payable with respect to any Taxable period that begins on or before, and ends after, the Closing Date (aa “Straddle Period”), the portion of any such Tax that is allocable to the portion of such Straddle Period ending on the Closing Date shall include the following: (A) Seller in the case of any Taxes imposed in respect of property of the Acquired Companies (excluding, for the avoidance of doubt, any income Tax) and Purchaser willthat applies ratably to a Straddle Period, unless prohibited the amount of such Tax for the entire Straddle Period multiplied by Lawa fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, close (B) in the taxable case of sales, withholding and similar transactions-based Taxes (other than any Taxes allocated under Section 5.6.6), the amount of such Tax arising from transactions of the Acquired Companies that occurred prior to the Closing, and (C) in the case of any Taxes based upon or measured by income, gain or receipts of the Acquired Companies, the amount of such Tax which would be payable if the relevant Taxable period actually ended on the Closing Date based on an interim closing of BPP the books as of the close of business on the Closing DateDate but without taking into account any Taxes described in Section 5.6.7. If Law does not permit BPP For purposes of this Section 5.6.4, any deductions attributable to close its taxable year bonuses or other compensation paid or accrued in connection with the Contemplated Transactions, and any Seller Transaction Expenses, shall be treated as allocable to the portion of the Straddle Period ending on the Closing Date Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with applicable Legal Requirements and otherwise with prior practices of the Acquired Companies. Any credit or in any case in which a Tax is assessed refund 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 Seller for between the period up to and including portion of the close of business on the Closing 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 BPP as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period portion of the Straddle Period beginning after the Closing Date in proportion based upon similar principles to the number of days in each such period. (b) All real property taxes, personal property taxes, or ad valorem obligations and similar recurring taxes and fees on the Transferred Assets for taxable periods beginning before, and ending after, the Closing Date, shall be prorated to the extent not reflected in Final Working Capital between Purchaser and Seller as of the close of business on the Closing Date. With respect to Taxes those described in this Section 11.3(b), Seller shall timely file all Tax Returns due on or before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.3 and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes5.6.4.

Straddle Period Tax Allocation. (a) Seller and Purchaser Each Company will, unless prohibited by applicable Law, close the taxable period of BPP such Company as of the close of business on the Closing Date. If Law , and such period shall be treated as a “Short Period.” In any case where applicable law does not permit BPP either Company to close its taxable year on treat the Closing Date as the last day of a Short Period, 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 Seller for the period up to and including the close of business on the Closing 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 BPP each Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including 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. (b) All real property taxes, personal property taxes, or ad valorem obligations and similar recurring taxes and fees on the Transferred Assets for taxable periods beginning before, and ending afterthe portion of such Taxes that is attributable to the operations of either Company for such Interim Period (as defined below) shall be (i) in the case of Taxes that are not based on income or gross receipts, the Closing Datetotal amount of such Taxes for the period in question multiplied by a fraction, shall the numerator of which is the number of days in the Interim Period, and the denominator of which is the number of days in the entire Straddle Period in question, and (ii) in the case of Taxes that are based on income or gross receipts, the Taxes that would be prorated to the extent not reflected in Final Working Capital between Purchaser and Seller as of the close of business on the Closing Date. With respect to Taxes described in this Section 11.3(b), Seller shall timely file all Tax Returns due on or before the Closing Date with respect to the Interim Period, if such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.3 and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes.Interim Period was a separate taxable period

Straddle Period Tax Allocation. (a) Seller With respect to any Straddle Period, Taxes and Purchaser will, unless prohibited Tax items shall be allocated between the period up to and including the Closing Date and the period subsequent to the Closing Date by Law, close Closing the taxable period books at the end of BPP as of the close of business on the Closing Date. If Law does not permit BPP For Straddle Period Taxes based upon or related to close its taxable year on the Closing Date income or receipts or imposed in connection with any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin sale or end on that day) (a “Straddle Period”)transfer or assignment of property, the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to Seller for the period portion of the Straddle Period up to and including the close of business Closing Date based on the Closing 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 actual operation of the books and records of BPP as of the close of the Closing DateCompany Group during such period; provided, provided that exemptions, allowances or deductions that are calculated on an annual basis (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. (b) All real property taxes; provided, personal property taxesfurther, that Taxes related to transactions or ad valorem obligations and similar recurring taxes and fees events on the Transferred Assets for taxable periods beginning before, and ending after, the Closing Date, after the Closing and outside of the ordinary course of business shall be prorated allocated to the extent not reflected in Final Working Capital between Purchaser and Seller as of the close of business on period after the Closing Date. With respect to For Straddle Period Taxes described in this Section 11.3(bmeasured by the amount or level of any item (including such Taxes as are measured by the amount of capital or the value of intangibles), Seller shall timely file all Tax Returns due the amount of such Taxes allocable to the portion of such period ending on the Closing are determined by multiplying (i) the amount or before level of such items immediately prior to the Closing by (ii) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date with respect to and the denominator of which is the number of calendar days in the entire Straddle Period. For all Straddle Period Taxes not described above, the amount of such Taxes and Purchaser shall prepare and timely file all Tax Returns due after allocable to the portion of such period ending on the Closing is determined by multiplying (A) the amount of such Taxes for the entire Straddle Period by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date with respect to such Taxesand the denominator of which is the number of calendar days in the entire Straddle Period. If one party remits The parties hereto shall, to the appropriate Taxing Authority payment extent permitted under applicable Law, elect with the relevant Tax authority to treat for Taxes, which are subject to proration under this Section 11.3 and such payment includes all Tax purposes the other party’s share Closing Date as the last day of such Taxes, such other party shall promptly reimburse the remitting party for its share taxable year or period of such Taxesthe Company Group.