definiens: ( within the meaning of Section 957(a ) of the Code orany comparable state, local or non - U.S. Law ), as if the taxable period of such ended as of the end of the Closing Date ) ; providedthat exemptions, allowances or deductions that are calculated on an annual basis(including, but not limited to, depreciation and amortization deductions ) shall beallocated between the portion of the Straddle Period ending on the Closing Date, onthe one hand, and the portion of the Straddle Period beginning after the Closing Date, on the other hand, in proportion to the number of days in each portion of suchStraddle Period ; and ( ii)in the case of Taxes imposed on a periodic basis, deemed to be the amount of suchTaxes for the entire Straddle Period ( or, in the case of such Taxes determined on anarrears 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 StraddlePeriod ending on and including the Closing Date and the denominator of which is thenumber of days in the entire Straddle Period