Straddle Period. When it is necessary under this Agreement to allocate Taxes, other than Transfer Taxes, for a Straddle Period between the Pre-Closing Tax Period and the Post-Closing Tax Period, Property Taxes shall be allocated based on a prorated daily basis and all other Taxes shall be allocated based on an interim closing of the books as of the end of the Closing Date.

Straddle Periods. For purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period, the portion of any Taxes that are allocable to the Straddle Period shall be # in the case of income Taxes and all other Taxes that are not imposed on a periodic basis, the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books (and for such purpose, the Tax period of any controlled foreign corporation, partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) and # in the case of any Taxes that are imposed on a periodic basis, the amount of such Taxes for the relevant period multiplied by a fraction the numerator of which shall be the number of days from the beginning of the period up to and including the Closing Date and the denominator of which shall be the number of days in the entire period.

Straddle Periods. All Taxes in respect of a Straddle Period shall be allocated in accordance with the Closing of the Books Method; provided, however, that any Combined Tax Returns in respect of the Taxable year ending January 2020 will be governed by Section 3(a).

Straddle Period Tax Allocation. In the case of any Taxes of any Acquired Company that are payable with respect to any Straddle Period, the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the date hereof shall, # in the case of Taxes that are based upon or related to income, receipts or expenditures, be deemed equal to the amount that would be payable if the Tax year or period ended at the close of the date hereof, and # in the case of all other Taxes with respect to the property or assets of the Acquired Companies as of the date hereof, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the date hereof and the denominator of which is the number of calendar days in the entire Straddle Period. Any payments owed to Buyer or Seller, as applicable, under this [Section 6.5(c)] shall be made within sixty (60) days after the receipt of Buyer’s or Seller’s invoice with appropriate substantiation of Straddle Period Tax allocation. The applicable Party shall prepare and send its invoice within a reasonable period of time once the payment amount is determined based on either # the filing of the Tax Return or # the payment of Taxes to the applicable Governmental Body.

Straddle Period Tax Returns. For purposes of determining Taxes allocated to the Pre-Closing Tax Period for purposes of Section 8.1(a) and Section 8.1(c) and the determination of the Tax Liability Amount, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall # in the case of property, ad valorem or other similar Taxes, be apportioned based on the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date, and the denominator of which is the number of days in the entire taxable period, and # in the case of all other Taxes not covered in clause (i), be determined based on an interim closing of the books as of the end of the day on the Closing Date.

Straddle Period. Any sales, value-added, goods and services, stamp duties, property, ad valorem and similar Taxes (other than Taxes described in [Section 10.01(c)]) imposed with respect to a Straddle Period shall be allocated between the portions of the Straddle Period in the following manner: # in the case of a property Tax for a Straddle Period, the amount of such Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the total number of days in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period, and # in the case of sales, value-added and similar transaction-based Taxes (other than Taxes described in [Section 10.01(c) and 10.01(d)(i)])]) for a Straddle Period, such Taxes shall be allocated to the portion of the Straddle Period in which the relevant transaction occurred.

Allocation of Straddle Period Taxes. For all purposes of this Agreement, in the case of a Tax period that begins on or before and ends after the Closing Date (a “Straddle Period”), the amount of Taxes allocable to the portion of such Straddle Period through the end of the Closing Date shall # in the case of any Tax based on income or receipts, or payments giving rise to withholding obligation, be determined on the basis of a deemed closing of the books and records of the Company as of the close of business on the Closing Date and # in the case of any Tax not covered by clause (i), be equal to the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in such Straddle Period.

Straddle Period. For purposes of determining the amount of Taxes that are allocable to a Straddle Period, the portion of such Taxes which relate to the portion of the Straddle Period ending on the Closing Date shall: # in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Acquired Companies (such as property Taxes), be deemed to be 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 days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and # in the case of all other Taxes, be deemed equal to the amount of such Taxes which would be payable if the relevant Straddle Period ended on and included the Closing Date.

Straddle Period. With respect to Taxes of the Company relating to a Straddle Period, the amount of such Taxes that is allocable to the taxable period that is deemed to end on the Closing Date will be, # in the case of Property Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and # for all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date.

Straddle Period. All Taxes and Tax liabilities that relate to a Straddle Period shall be allocated to the Pre-Closing Tax Period as follows: # in the case of any Taxes based upon or measured by reference to income, sales, payroll, or receipt, the amount of such Taxes allocable to the portion of the taxable period ending on the Closing Date will be determined based on an interim closing of the books as of the end of the Closing Date as if such taxable period ended as of the end of the Closing Date and # in the case of Taxes other than Taxes described in clause (i) (including those imposed on a periodic basis), the amount of such Taxes allocable to the portion of the taxable period ending on and including the Closing Date shall be the product of # the amount of such Taxes for the entire period and # a fraction the numerator of which is the number of calendar days in the period ending with and including the Closing Date and the denominator of which is the number of calendar days in the entire period. The parties agree that all Transaction Tax Deductions paid or accrued on or before the Closing Date shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Law at a “more likely than not” or higher level of comfort.