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. 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:
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. 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 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. (a) Seller's Responsibility for Taxes. Seller shall be liable for and indemnify the Purchaser Indemnified Parties against all Losses for Taxes imposed on, allocated to, or incurred by any of the Acquired Companies for any Pre-Closing Period, including, but not limited to, Taxes of any other Person that any Acquired Company is liable for as a result of joint and several liability, transferee liability, successor liability or a contractual obligation and any Taxes imposed by virtue of (i) the inclusion of any of the Acquired Companies in any consolidated return (including any liability imposed pursuant to Regulations section 1.1502-6(a)), (ii) any deferred income triggered into income under Regulations sections 1.1502-13 and 1.1502-14, (iii) any excess loss accounts taken into income under Regulations section 1.1502-19, (iv) any breach by Seller of the representations and warranties contained in Section 3.17, and (v) any breach by Seller of its obligations under this Agreement with respect to Taxes.
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
Allocation of Liability for Taxes. (a) Subject to Section 11.2, the Stockholders will be liable for, and will indemnify and hold harmless the Purchaser and the Company from and against, any and all Taxes based on net income, net worth or capital stock, however defined, imposed on or with respect to the Company or its assets, operations, ownership or activities for any Pre-Closing Period (the "Stockholders' Tax Indemnity").
Allocation of Liability for Taxes. (a) Subject to Section 5.6.2(b) hereof:
