Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (i) All real property taxes (other than real estate Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a Straddle Tax Period (collectively, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Parent shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described in the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

Allocation of Certain Taxes. (a) The Buyer and the Sellers agree that if any Business Subsidiary, any Operating Subsidiary or any Seller is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Sellers shall treat such day as the last day of a taxable period. The Buyer and the Sellers agree that they will treat any Business Subsidiary and any Operating Subsidiary as if they ceased to be part of the affiliated group of corporations of which the Parent is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (i) All real property taxes (other than real estate If any Business Subsidiary or Operating Subsidiary is entitled to a refund or credit of Income Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect for any Pre-Closing Tax Period that is attributable to the Purchased Assets for a Straddle Tax Period (collectivelycarryback of losses, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on the number credits or similar items of days of such taxable any Business Subsidiary or Operating Subsidiary from any period included in beginning after the Pre-Closing Tax Period and if the number of days of such taxable period included in refund or credit is paid to the Post-Closing Tax Period. The Parent Sellers, the Sellers shall be liable for pay to the proportionate Buyer the amount of such taxes refund or credit promptly after receipt, together with any interest or other amount received in connection therewith. (ii) Any Tax refund received by the Buyer, any Business Subsidiary or any Operating Subsidiary, and any amounts of overpayments of Tax credited against Tax which the Buyer, any Business Subsidiary or any Operating Subsidiary otherwise would be or would have been required to pay that is attributable relate to the any Pre-Closing Tax Period, or portion thereof, shall be for the account of the Sellers, and the Purchaser Buyer shall be liable for the proportionate amount of such taxes that is attributable pay over to the Post-Closing Tax Period. (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described in the preceding sentence and a statement setting forth such refund or the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(iany such credit within fifteen (15) and Section 4.11(d)(ii), as the case may be, days after receipt or entitlement thereto together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), any interest or such shorter period as is necessary to allow for the timely filing of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying other amount received in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paidconnection therewith.

Allocation of Certain Taxes. (i) All real property taxes (other than real estate Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a Straddle Tax Period (collectively, the “"Apportioned Obligations”") shall be apportioned between the Parent and the Purchaser based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Parent shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “"Transfer Taxes”") incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described in the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

Allocation of Certain Taxes. (i) All real property taxes (other than real estate Taxes referred If the Company is permitted, but not required, under applicable foreign, state or local Tax laws to in Section 4.20)treat the Closing Date as the last day of a taxable period, personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a Straddle Tax Period (collectively, the “Apportioned Obligations”) such day shall be apportioned between treated as the Parent and the Purchaser based on the number last day of days of such a taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Parent shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Periodperiod. (ii) The Company Stockholders shall be entitled to all refunds, if any, attributable to Taxes for any Pre-Closing Tax Periods and Straddle Periods, to the extent related to the portion of such Taxable period ending on the Closing Date, other than refunds of (a) Taxes directly or indirectly paid by Buyer, except for (1) Taxes reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet in the Company’s Financial Statements (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses, and taken into account as liabilities in calculating Closing Working Capital and (2) Taxes for which the Company Stockholders have indemnified the Buyer; (b) Taxes reflected as assets or a reduction of liabilities on the Company’s Financial Statements and taken into account as assets or a reduction of liabilities in calculating Closing Working Capital; and (c) Taxes the refund of which would increase the Company’s or the Buyer’s Taxes in any period to the extent the Buyer is not indemnified by the Company Stockholders for such increased Taxes. The Buyer shall, if the Company Stockholders so request and at the Company Stockholders’ sole expense, reasonably cooperate with the Company Stockholders to obtain and expedite any claim for (and any receipt of) any refund to which the Company Stockholders are entitled under this section. (iii) All excisetransfer, documentary, sales, use, value addeduse stamp, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and other similar Taxes, levies, and any conveyance fees or recording charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall Agreement, will be borne paid equally by the Parent Buyer and the PurchaserCompany Stockholders when due. The PurchaserBuyer will file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges and, if required by applicable law, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described Company Stockholders will join in the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing execution of any such Tax ReturnReturns and other documentation. Any expenses incurred in making such Transfer Tax Returns filings shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed paid equally by the Independent Valuation Expert. If no such information is available from Buyer and the Independent Valuation ExpertCompany Stockholders. (iv) All powers of attorney, Tax sharing agreements or similar arrangements with respect to or involving the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days Company shall be terminated prior to the due date for Closing Date and, after the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax ReturnClosing Date, the non-paying party Company shall notify not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paidClosing Date.