to the extent such Taxes are accrued Taxes described in
Section 2.4(d).
SECTION 7.2
ALLOCATION OF TAXES TO PURCHASER.
PURCHASER SHALL BE
RESPONSIBLE FOR, WILL PAY OR CAUSE TO BE PAID, AND WILL INDEMNIFY SELLER AND ITS
AFFILIATES FROM AND AGAINST (I) ANY AND ALL TAXES OF, OR RELATING TO, THE
BUSINESS, THE CONVEYED ENTITIES OR THE PURCHASED ASSETS WITH RESPECT TO ALL
PERIODS THAT BEGIN AFTER THE CLOSING DATE, (II) ANY AND ALL TAXES OF, OR
RELATING TO, THE BUSINESS, THE CONVEYED ENTITIES OR THE PURCHASED ASSETS ARISING
AS A RESULT OF ACTIONS TAKEN BY ANY CONVEYED ENTITY, PURCHASER, OR ANY OF THEIR
AFFILIATES AFTER THE EFFECTIVE TIME OF THE CLOSING, (III) FIFTY (50) PERCENT OF
ALL TRANSFER TAXES AND (IV) ANY AND ALL ACCRUED TAXES DESCRIBED IN
SECTION 2.4(D).
58
SECTION 7.3
ALLOCATION OF STRADDLE PERIOD TAXES.
(A) WITH RESPECT
TO ANY TAXABLE PERIOD OF A CONVEYED ENTITY RELATING TO TAXES THAT WOULD (ABSENT
AN ELECTION) INCLUDE, BUT NOT END UNTIL AFTER, THE CLOSING DATE (A "STRADDLE
PERIOD"), SELLER MAY OR MAY CAUSE ONE OR MORE OF THE CONVEYED ENTITIES, AT ITS
SOLE OPTION, TO ELECT WITH ANY RELEVANT TAXING AUTHORITY TO CLOSE SUCH STRADDLE
PERIOD AS OF THE END OF THE CLOSING DATE.
AS A RESULT OF SUCH ELECTION, TAXES
WILL BE ALLOCATED TO SELLER, ON THE ONE HAND, AND PURCHASER, ON THE OTHER HAND,
PURSUANT TO THE PROVISIONS OF SECTION 7.1 AND SECTION 7.2, RESPECTIVELY.
(B)
IN ANY CASE WHERE THE STRADDLE PERIOD OF A CONVEYED ENTITY IS NOT CLOSED
PURSUANT TO THE PRECEDING SECTION 7.3(A), SELLER WILL BE ALLOCATED ANY INCOME
TAXES IMPOSED ON THE CONVEYED ENTITY FOR THE PORTION OF THE STRADDLE PERIOD UP
TO AND INCLUDING THE CLOSING DATE.
FOR PURPOSES OF THIS SECTION 7.3(B), INCOME
TAXES FOR THE PORTION OF A STRADDLE PERIOD UP TO AND INCLUDING THE CLOSING DATE
WILL BE DETERMINED BASED UPON AN INTERIM CLOSING OF THE BOOKS OF A CONVEYED
ENTITY AS OF 11:59 P.M. ON THE CLOSING DATE BASED UPON TAX ACCOUNTING METHODS,
PRACTICES, AND PROCEDURES LAST USED BY SUCH CONVEYED ENTITY IN PREPARING ITS TAX
RETURNS.
(C)
AS TO ANY TAX OTHER THAN AN INCOME TAX OR A TRANSFER TAX FOR ANY STRADDLE
PERIOD, SELLER WILL BE ALLOCATED:
(I)
FOR ANY SUCH TAX THAT IS DETERMINED BASED UPON SPECIFIC
TRANSACTIONS (INCLUDING, BUT NOT LIMITED TO, VALUE ADDED, SALES, AND USE TAXES),
ALL SUCH TAXES APPLICABLE TO TRANSACTIONS THAT HAVE BEEN CONSUMMATED DURING THE
PERIOD THROUGH THE END OF THE CLOSING DATE; AND
(II)
FOR ANY SUCH TAX THAT IS NOT BASED UPON SPECIFIC TRANSACTIONS
(INCLUDING, BUT NOT LIMITED TO, LICENSE, REAL PROPERTY, PERSONAL PROPERTY,
FRANCHISE AND DOING BUSINESS TAXES), ANY SUCH TAX EQUAL TO THE FULL AMOUNT OF
SUCH TAX FOR THE ENTIRE STRADDLE PERIOD MULTIPLIED BY A 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.
SECTION 7.4
TAX