Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. The Buyer and the Seller agree that if the Business is permitted but not required under applicable state, local or foreign Tax Laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of the taxable period. Any Income Taxes for a Straddle Period shall be apportioned between the Seller and the Buyer based on the actual operation of the Business during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date (except that Income Taxes attributable to transactions or events occurring on the Closing Date shall be apportioned to the Seller only if such transactions or events are properly includible in the Seller's Affiliate's consolidated federal income Tax Return and shall otherwise be apportioned to the Buyer), and for purposes of the provisions of this SECTION 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). All Taxes other than Income Taxes ("Other Taxes") relating to a Straddle Period shall be apportioned between the Buyer and the Seller based on the number of days during the portion of such period occurring on and before the Closing Date, and the number of days during such period occurring after the Closing Date and for purposes of this SECTION 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). To the extent estimated Taxes have been paid prior to the Closing Date with respect to a Straddle Period, the Seller's liability with respect thereto shall be reduced by that amount; provided, further that if such payment of Taxes exceeds (or is less than) the Seller's liability as calculated pursuant to this SECTION 7.6, the Buyer shall promptly pay the Seller the amount of such excess (or the Seller shall promptly pay the Buyer the amount of such shortfall). Upon timely notice from the Buyer, the Seller shall pay to the Buyer at least ten (10) days prior to the date any payment for Taxes as described in this SECTION 7.6 is due, the Seller's share of such Taxes as described in this SECTION 7.6.

Allocation of Certain Taxes. (a) The Closing Statement of Net Assets To Be Sold will reflect all accrued but unpaid real and personal property Taxes on all Purchased Assets, through and including the Closing Date, using a ratable daily accrual method. The Seller has furnished the Buyer an analysis of this amount itemized by property, tax and taxing jurisdiction, at least three (3) days prior to the date hereof. (b) The Buyer agrees to timely pay all real and personal property Taxes on all Purchased Assets the payment date for which is after the Closing Date. (c) Any transfer, documentary, sales, use or other Taxes assessed upon or with respect to the transfer of the Purchased Assets to the Buyer and any recording or filing fees with respect thereto shall be borne by the Seller. (d) The Closing Statement of Net Assets To Be Sold will reflect all accrued but not yet due or paid employment-related Tax liabilities of the Seller (including employee withholding and employer portions of such Taxes) through and including the Closing Date. (e) The Buyer and the Seller agree that if that, pursuant to the Business is permitted but not required under applicable state"Alternative Procedure" provided in Section 5 of Revenue Procedure 84-77, local or foreign Tax Laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period1984-2 C.B. 753, the Buyer and the Seller shall treat such day as the last day of the taxable period. Any Income Taxes for a Straddle Period shall be apportioned between (i) the Seller and the Buyer based shall report on a predecessor/successor basis as set forth therein, (ii) the actual operation Seller shall be relieved from filing a form W-2 with respect to any employee of the Business during Seller who accepts employment with the Buyer, and (iii) the Buyer shall undertake to file a W-2 for each such employee for the year that includes the Closing Date (including the portion of such period ending year that such employee was employed by the Seller). The Seller agrees to provide the Buyer with all payroll and employment related information with respect to each employee of the Seller who accepts employment with the Buyer. (f) The Buyer agrees to prepare for the Seller and, where permitted, to file on such Seller's behalf, any federal, state or local employment-related tax reports or information reports (including Internal Revenue Service Forms W- 2, W-3, 940, 941, 1042, l042S, 1096 and 1099) that the Closing Date and the portion of such period beginning on the day Seller may be required to file following the Closing Date (except but that Income Taxes attributable were not due to transactions be filed on or events occurring on prior to the Closing Date shall be apportioned Date) with respect to the Seller only if such transactions any employment period on or events are properly includible in the Seller's Affiliate's consolidated federal income Tax Return and shall otherwise be apportioned to the Buyer), and for purposes of the provisions of this SECTION 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). All Taxes other than Income Taxes ("Other Taxes") relating to a Straddle Period shall be apportioned between the Buyer and the Seller based on the number of days during the portion of such period occurring on and before the Closing Date, and the number of days during such period occurring after the Closing Date and for purposes of this SECTION 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). To the extent estimated Taxes have been paid prior to the Closing Date with respect to a Straddle Period, the Seller's liability with respect thereto shall be reduced by that amount; provided, further that if such payment of Taxes exceeds (or is less than) the Seller's liability as calculated pursuant to this SECTION 7.6, the Buyer shall promptly pay the Seller the amount of such excess (or the Seller shall promptly pay the Buyer the amount of such shortfall). Upon timely notice from the Buyer, the Seller shall pay to the Buyer at least ten (10) days prior to the date any payment for Taxes as described in this SECTION 7.6 is due, the Seller's share of such Taxes as described in this SECTION 7.6.

Allocation of Certain Taxes. In the case of any Tax that is attributable to a taxable period which begins before the Closing Date and ends after the Closing Date, the amount of Taxes attributable to the Pre-Closing Period and the Post-Closing Period shall be determined as follows: (a) The Buyer and the Seller agree that if the Business Company or the Subsidiary is permitted but not required under applicable stateforeign, state or local or foreign Tax Laws laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of the a taxable period. Any Income . (b) Except to the extent provided in subsection (a) of this Section 8.4, in the case of ad valorem Taxes for a Straddle Period imposed on the Company or any Subsidiary and franchise or similar Taxes imposed on the Company based on capital (including net worth or long-term debt) or number of shares of stock authorized, issued or outstanding, such Taxes shall be apportioned allocated between the Seller Pre-Closing Period and the Buyer Post-Closing Period based on upon the actual operation respective number of days in each such period. (c) Except to the extent provided in subsections (a) and (b) of this Section 8.4, all other Taxes shall be allocated between the Pre-Closing Period and the Post-Closing Period based upon an interim closing of the Business during books of the portion Company or the Subsidiary as of such period ending on the end of the day of the Closing Date and the portion of such period beginning on the day following the Closing Date (except that Income Taxes attributable to transactions or events occurring on the Closing Date shall be apportioned to the Seller only if such transactions or events are properly includible in the Seller's Affiliate's consolidated federal income Tax Return and shall otherwise be apportioned to the Buyer), and for purposes computation of the provisions of this SECTION 7.6, Tax for each portion of such resulting period shall be deemed to be as if the period were a taxable period (whether or not it is in fact a separate taxable period). All Taxes other than Income Taxes ("Other Taxes") relating to a Straddle Period shall be apportioned between the Buyer and the Seller based on the number of days during the portion of such period occurring on and before the Closing Date, and the number of days during such period occurring after the Closing Date and for purposes of this SECTION 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). To the extent estimated Taxes have been paid prior to the Closing Date with respect to a Straddle Period, the Seller's liability with respect thereto shall be reduced by that amount; provided, further however, that if such payment of Taxes exceeds (or is in no event shall the hypothetical Tax for any period be less than) the Seller's liability as calculated pursuant to this SECTION 7.6, the Buyer shall promptly pay the Seller the amount of such excess (or the Seller shall promptly pay the Buyer the amount of such shortfall). Upon timely notice from the Buyer, the Seller shall pay to the Buyer at least ten (10) days prior to the date any payment for Taxes as described in this SECTION 7.6 is due, the Seller's share of such Taxes as described in this SECTION 7.6than zero.

Allocation of Certain Taxes. The Buyer (a) Xxxx, the Company and the Seller Raytheon agree that if the Business Company or any of its subsidiaries is permitted but not required under applicable state, state or local or foreign Income Tax Laws laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, the Buyer Company and the Seller Raytheon shall treat such day as the last day of the a taxable period. . (b) Any Income Taxes for a Straddle Period taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Company, the subsidiaries or the Affiliates, the allocation of which is not governed by Section 7.2(b), shall be apportioned for purposes of Section 7.5 between the Seller Raytheon and the Buyer Company based on the actual operation operations of the Business Company, its subsidiaries and/or Affiliates, as the case may be, during the portion of such period ending on the Closing Date and the portion of such period beginning on the day date following the Closing Date (except that Income Taxes attributable to transactions or events occurring on the Closing Date shall be apportioned to the Seller only if such transactions or events are properly includible in the Seller's Affiliate's consolidated federal income Tax Return and shall otherwise be apportioned to the Buyer)Date, and for purposes of the provisions of this SECTION 7.6Section 7.5, 7.6 and 7.8, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). All Taxes other than Income Taxes ("Other Taxes") relating ; provided, however, that to a Straddle Period shall be apportioned between the Buyer and the Seller based on the number of days during the portion of such period occurring on and before the Closing Date, and the number of days during such period occurring after the Closing Date and for purposes of this SECTION 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). To the extent -------- ------- estimated Income Taxes have been paid prior to the Closing Date with respect to a Straddle Periodtaxable period beginning before the Closing Date and ending after the Closing Date, the SellerRaytheon's liability with respect thereto shall be reduced by that amount; providedprovided further, further that if such payment of estimated Income Taxes exceeds (or is less than) the Seller-------- ------- Raytheon's liability as calculated pursuant to this SECTION Section 7.6, the Buyer Xxxx shall promptly pay the Seller Raytheon the amount of such excess (or the Seller shall promptly pay the Buyer the amount of such shortfall)excess. Upon timely notice from the BuyerXxxx, the Seller Raytheon shall pay to the Buyer Xxxx at least ten (10) days prior to the date any payment for Income Taxes as described in this SECTION Section 7.6 is due, the SellerRaytheon's share of such Income Taxes as described in this SECTION Section 7.6.

Allocation of Certain Taxes. The (a) Buyer and the Seller agree that if the Business Company or any of the Subsidiaries is permitted but not required under applicable state, state or local or foreign Income Tax Laws laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of the a taxable period. . (b) Any Income Taxes for a Straddle Period taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Company or the Subsidiaries shall be apportioned for purposes of Section 7.2 and Section 7.3 between the Seller and the Buyer based on the actual operation operations of the Business Company and the Subsidiaries, as the case may be, during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date (except that Income Taxes attributable to transactions or events occurring on the Closing Date shall be apportioned to the Seller only if such transactions or events are properly includible in the Seller's Affiliate's consolidated federal income Tax Return and shall otherwise be apportioned to the Buyer)Date, and for purposes of the provisions of this SECTION Sections 7.2, 7.3, 7.4 and 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). All Taxes other than Income Taxes ("Other Taxes") relating ; PROVIDED, HOWEVER, that to a Straddle Period shall be apportioned between the Buyer and the Seller based on the number of days during the portion of such period occurring on and before the Closing Date, and the number of days during such period occurring after the Closing Date and for purposes of this SECTION 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). To the extent estimated Income Taxes have been paid prior to the Closing Date with respect to a Straddle Periodtaxable period beginning before the Closing Date and ending after the Closing Date, the Seller's liability with respect thereto shall be reduced by that amount; providedPROVIDED FURTHER, further that if such payment of estimated Income Taxes exceeds (or is less than) the Seller's liability as calculated pursuant to this SECTION 7.6Section 7.4, the Buyer shall promptly pay the Seller the amount of such excess (or the Seller shall promptly pay the Buyer the amount of such shortfall)excess. Upon timely notice from the Buyer, the Seller shall pay to the Buyer at least ten (10) days prior to the date any payment for Income Taxes as described in this SECTION 7.6 Section 7.4 is due, the Seller's share of such Income Taxes as described in this SECTION 7.6Section 7.4. (c) All real property taxes, personal property taxes and similar AD VALOREM obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the "APPORTIONED OBLIGATIONS") shall be apportioned between Seller and Buyer based on the number of days of such taxable period which fall on or before the Closing Date (this and any other tax period which includes one or more days falling on or before the Closing Date, a PRE-CLOSING TAX PERIOD") and the number of days of such taxable period after the Closing Date (a "POST-CLOSING TAX PERIOD). Seller shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for real or personal property taxes relating to the Company, each of Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within 30 days after delivery of such statement. In the event that either Seller or Buyer shall make any payment for which it is entitled to reimbursement under this Section, the other party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount or reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (d) With respect to any state or local Income Taxes:

Allocation of Certain Taxes. The (a) Buyer and the Seller agree that if the Business Company is permitted but not required under applicable state, state or local or foreign Income Tax Laws laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of the a taxable period. . (b) Any Income Taxes for a Straddle Period taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Company shall be apportioned for purposes of Sections 7.1 and 7.2 hereof between the Seller and the Buyer based on the actual operation operations of the Business Company, as the case may be, during the portion of such period ending on the Closing Date and the portion of such period beginning on the day date following the Closing Date (except that Income Taxes attributable to transactions or events occurring on the Closing Date shall be apportioned to the Seller only if such transactions or events are properly includible in the Seller's Affiliate's consolidated federal income Tax Return and shall otherwise be apportioned to the Buyer)Date, and for purposes of the provisions of this SECTION 7.6Sections 7.1, 7.2, 7.3 and 7.5, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). All Taxes other than Income Taxes ("Other Taxes") relating to a Straddle Period ; provided, however, that real property and personal property taxes shall be apportioned between the Buyer and the Seller based allocated on the number of days during the portion of such period occurring on and before the Closing Datea per diem basis; provided, and the number of days during such period occurring after the Closing Date and for purposes of this SECTION 7.6further, each portion of such period shall be deemed that to be a taxable period (whether or not it is in fact a taxable period). To the extent estimated Income Taxes have been paid prior to the Closing Date with respect to a Straddle Periodtaxable period beginning before the Closing Date and ending after the Closing Date, the Seller's liability with respect thereto shall be reduced by that amount; providedprovided further, further that if such payment of estimated Income Taxes exceeds (or is less than) the Seller's liability as calculated pursuant to this SECTION 7.6Section 7.3., the Buyer shall promptly pay the Seller the amount of such excess (or the Seller shall promptly pay the Buyer the amount of such shortfall)excess. Upon timely notice from the Buyer, the Seller shall pay to the Buyer at least ten (10) days prior to the date any payment for Income Taxes as described in this SECTION 7.6 Section 7.3 is due, the Seller's share of such Income Taxes as described in this SECTION 7.6Section 7.3.