Common use of Allocation of Liability for Taxes Clause in Contracts

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, for purposes of determining the amount of Taxes included in the determination of Final Closing Date Net Working Capital 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 Effective Time 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 Sellers shall be liable for, and pursuant to Article IX shall indemnify and hold harmless the case Purchaser Indemnified Parties from and against, any and all Indemnified Amounts with respect to (i) Income Taxes of any Person for which the Transferred Companies are liable with respect to any Pre-Closing Tax Period, including Income Taxes with respect to a Post-Closing Tax Period attributable to Tax Partnerships, and Subpart F income, recognized in a Pre-Closing Period as set forth in Section 4.2(b) and (c) and including (for the avoidance of doubt) Income Taxes resulting from the Spin-Off, (ii) Income Taxes for which the Transferred Companies are liable with respect to a Post-Closing Tax Period that are (A) the result of an audit adjustment made by a Tax authority, and (B) attributable to a Straddle Periodthe adjustments to depreciation and amortization expense (and related adjustments to adjusted tax basis of assets) made by the Sellers and their Affiliates during the 2009-2013 Tax years, and (iii) Income Taxes of the Sellers or any of their Affiliates (other than the Transferred Companies) with respect to any taxable period. For purposes of determining the Sellers’ liability under this Section 4.1, the Parties shall use parties’ liability for a payment of any other amounts with respect to Taxes under Article IX and the following conventions parties’ liability for determining the portion payment of any other Indemnified Amounts with respect to Taxes under any other provision of this Agreement, if any accrued Taxes are included as a current asset or liability of the Transferred Companies for purposes of computing the Final Adjusted Closing Net Working Capital, the parties will have satisfied their obligation pay such Taxes to the extent of such accrual. Provided that the Purchaser has complied with the requirement of Section 4.3(c)(ii), the Sellers shall pay or cause to be paid to the applicable Transferred Company or Transferred Companies an amount equal to the Taxes for which the Sellers are liable under this Section 4.1 and/or Article IX in connection with any Tax that relates Return (other than a Tax Return of a Seller Affiliated Group) with respect to a Pre-Closing Tax Period and or a Straddle Period that is filed after the portion that relates to a Post-Closing Tax Period: Date. Such payment shall be made no later than three (a3) in the case of real property or personal property Taxes and other similar Taxes attributable Business Days prior to the Purchased Assets imposed on date that such Tax Return that is filed in accordance with Section 4.3. The Seller shall pay all Taxes due in connection with any Tax Return of 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 Seller Affiliated Group that is the number of calendar days in the portion of the period commencing before filed after 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 appropriate Tax Period; and (b) Authority 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 periodtimely manner.