Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Period, the Parties shall use the following conventions for determining the portion of such Tax that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period: (a) in the case of real property or personal property Taxes and other similar Taxes attributable to the Purchased Assets imposed on a periodic basis, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire period by a fraction, the numerator of which is the number of calendar days in the portion of the period commencing before the Closing Date and ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and the remaining amount of such Taxes shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes for such period shall be attributable to the Post-Closing Tax Period; provided, however, that for purposes of clause (b), exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period.
Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Period, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as follows:
(a) In the case of ad valorem, property, or franchise or similar Taxes imposed on the Acquired Company based on capital or number of shares of equity authorized, issued or outstanding, the portion attributable to the Pre-Closing Tax Period shall be the amount of such Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period.
(b) In the case of all other Taxes, the portion attributable to the Pre-Closing Tax Period shall be determined on the basis of an interim closing of the books of Acquired Company as of the Closing Date, and the determination of the hypothetical Tax for such Pre-Closing Tax Period shall be determined on the basis of such interim closing of the books; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period relative to the entire taxable period.
Allocation of Liability for Taxes. For purposes of allocating liability for Taxes for Section 9.1:
(a) Seller’s share of any Taxes of the HVDH Companies shall be (i) 100% of the amount of any Tax relating to any VAT Fiscal Unity to the extent such Tax would be payable or receivable by a Retained Company if no VAT Fiscal Unity were to exist, (ii) 51% of the amount of all Taxes incurred by an HVDH Company (or for which an HVDH Company is liable, but without duplication of VAT covered under Section 9.2(a)(i)) for any taxable period that ends on or before the Effective Date or any portion of a Section 9.2 Period attributable under Section 9.2(d) to the period that ends on or before the Effective Date, (iii) 100% of any Taxes arising from or in connection with any breach of any covenant contained in this Agreement, (iv) 100% of any Taxes of the Seller or any Seller Related Party imposed on any HVDH Company or on the Buyer or any Buyer Related Party (including as a result of successor liability), (v) 100% of any obligation or other liability of any HVDH Company to indemnify any other Person in respect of or relating to Taxes or to pay an amount pursuant to a Tax sharing or Tax allocation agreement which was in existence immediately before the Effective Date, and (vi) 100% of any Taxes imposed directly on the Buyer or any Buyer Related Party in respect of the income of any HVDH Company for any tax period prior to the Effective Date; except, in each case, for any Taxes which shall be allocated to Buyer as provided in Section 9.2(c).
(b) Buyer’s share of any Taxes of the HVDH Companies shall be 51% of the amount of all Taxes incurred by an HVDH Company (or for which an HVDH Company is liable), but exclusive of Taxes described under Section 9.2(a)(i), (iii), (iv) or (v) which will be for the account of Seller, with respect to any taxable period that begins after the Effective Date or any portion of a Section 9.2 Period attributable under Section 9.2(d) to the period that begins after the Effective Date.
(c) Notwithstanding the foregoing, Buyer shall be attributed an amount of Taxes incurred by an HVDH Company (or for which an HVDH Company is liable) with respect to any distributions on the Subject Shares that are transferred by the Seller to the Buyer under Section 2.1(a) without regard to Section 9.2(d).
(d) In the case of any Taxes that are attributable to a taxable period beginning on or before and ending after the Effective Date (a “Section 9.2 Period”), the amount of Tax that is allocable to the...
Allocation of Liability for Taxes. The Seller shall be liable for, and shall indemnify, defend and hold the Buyer and its Affiliates, including SM&P harmless from and against, (i) any and all Taxes together with any costs, expenses, losses or damages, including reasonable expenses of investigation and attorneys' and accountants' fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (collectively, “Tax Losses”) imposed on or with respect to SM&P, or its respective assets, operations or activities for any Pre-Closing Period (including, but not limited to, Taxes resulting by reason of the several liability of SM&P pursuant to Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign law by reason of SM&P having been a member of any consolidated, combined or unitary group on or prior to the Closing Date) and (ii) any Tax Losses resulting from the breach of the Seller's representations and warranties set forth in Section 4(l) or covenants set forth in this Section 9, but only to the extent that such Taxes have not been included in the final determination of Working Capital. The Seller shall deliver to the Buyer, pursuant to Section 7(a)(v), at closing a certificate setting forth the accrual for current Taxes (excluding any accrual for deferred taxes), as of the Closing Date, on the balance sheet of SM&P on the Closing Date. For purposes of this Article 9, the phrase “accrual for current Taxes” includes Taxes which are directly payable by SM&P and Taxes which represent amounts (whether computed pursuant to a Tax sharing or Tax reimbursement agreement or otherwise) owing to an Affiliate of SM&P with respect to Taxes paid by such Affiliate with respect to the activities, business or operations of SM&P. The Buyer shall be liable for, and shall indemnify, defend and hold the Seller harmless from and against, any and all Taxes imposed on or with respect to SM&P, or its respective operations, ownership, assets or activities for any Post-Closing Period.
Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a Straddle Period, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as follows:
(a) in the case of any Taxes based upon or related to income, receipts or payroll (including withholding), the portion attributable to the Pre-Closing Tax Period shall be determined on the basis of an interim closing of the books of Company as of the Closing Date, and the determination of the hypothetical Tax for such Pre-Closing Tax Period shall be determined on the basis of such interim closing of the books; and
(b) in the case of any other Taxes, the portion attributable to the Pre-Closing Tax Period shall be the amount of such Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period. For the avoidance of doubt, any Taxes of the Company that have been paid or otherwise remitted to the applicable Taxing Authority before the Closing Date by the Company or the Seller, as the case may be, with respect to any Pre-Closing Tax Period or that reduce the Purchase Price as a result of inclusion in Final Closing Taxes Payable shall be credited toward any allocation of liability for Taxes by Seller under this Article XI.
Allocation of Liability for Taxes. In the case of any Taxes on the Purchased Assets that are attributable to a Straddle Period, the amount of ad valorem, property, or similar Taxes attributable to the Pre-Closing Tax Period shall be the amount of such Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period; provided, however, the amount of tax attributable to the Pre-Closing Tax Period shall not exceed the amount of such Taxes the Sellers would have paid if its taxable period ended on the Closing Date. To the extent the actual amount of Taxes subject to proration pursuant to Section 12.1 is not known at Closing, the Parties shall estimate such amount based upon the most recent information available and appropriate adjustment shall be made at Closing. To the extent the actual amount of such Taxes (or the amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount (if any) that was taken into account in determining any adjustment(s) made at Closing, timely payment(s) will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Taxes that is allocable to such Party under this Section 12.1.
Allocation of Liability for Taxes. The Company shall be responsible for all Taxes of the Company and the Subsidiaries relating to (i) any taxable period that ends on or before the Closing Date and (ii) the portion of any Straddle Period ending at the end of the Closing Date as determined in accordance with Section 6.9(c) below, provided however that the Indemnifying Selling Shareholders shall indemnify the Buyer for any taxes not paid by the Company as set forth above pursuant to Section 8. hereunder. The Buyer shall be responsible for all Taxes of the Company relating to (i) any taxable period that begins after the Closing Date, and (ii) the portion of any Straddle Period beginning after the Closing Date as determined in accordance with Section 6.9(c) below.
Allocation of Liability for Taxes. 38 (c) Proration of Taxes, U.S. Income Taxes and Foreign Income Taxes and Related Items..................................................... 38 (d) Preparation and Filing of Tax Returns............................. 39 (e) Refunds of Taxes; Amended Returns; Carryovers..................... 40 (f) Tax Controversies; Assistance and Cooperation..................... 42 11. Seller's Waiver and Release............................................ 44
Allocation of Liability for Taxes. In the case of any Taxes that are attributable to a taxable period which begins before the Effective Date and ends after the Effective Date, the amount of Taxes attributable to the Pre-Effective Date Period shall be determined as follows:
Allocation of Liability for Taxes. (a) Sellers Liable For Shareholder And Partner Level Taxes. Except as set forth in SECTION 7.2(C), Sellers shall be liable for, and shall indemnify, defend and hold Buyer harmless from and against, any and all Taxes imposed on items of income, loss, deduction or credit which are passed through to the Sellers, as shareholders or partners of any of the Companies or any of the Included Entities, for any time periods during which (i) any of the Companies or any of the Included Entities are classified as S Corporations or Partnerships for purposes of the Code and (ii) the Sellers are such shareholders or partners; including, without limitation, any and all Taxes imposed on items of income, loss, deduction or credit which are passed through to the Sellers, as shareholders or partners, under the provisions of
