Common use of Allocation of Straddle Period Taxes Clause in Contracts

Allocation of Straddle Period Taxes. Northern Border and ONEOK shall, to the extent permitted by applicable Tax Law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period of the Entities as of and including the Closing Date. Subject to the preceding sentence, in the case of Taxes attributable to the Entities that are payable with respect to any Straddle Period the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall: (1) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2) in the case of Taxes (other than those described in clause (i)) imposed on a period basis with respect to the business or assets of the Entities or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax Period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period (the “Part-Year Fraction”). For purposes of clause (1) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times the Part-Year Fraction. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a) shall be computed by reference to the level of such items on the Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period ending on the Closing Date and Northern Border shall be responsible for and shall pay any Taxes allocable to the portion of the Straddle Period after the Closing Date.

Allocation of Straddle Period Taxes. Northern Border and ONEOK shallFor purposes of this Agreement, to the extent permitted by applicable Tax Law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period of the Entities as of and including the Closing Date. Subject to the preceding sentencedefinitions of SpinCo Taxes and DG Taxes, in the case of any Taxes attributable to the Entities that are payable with respect to any a taxable period that begins on or before the Redemption Date and ends after the Redemption Date (a “Straddle Period Period”), the portion of any such Taxes that are allocable relate to the portion of the Straddle Pre-Redemption Period ending on the Closing Date shall: shall (1i) in the case of Taxes that are either (A) based upon ad valorem or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2) in the case of Taxes (other than those described in clause (i)) imposed on a period basis with respect to the business or assets of the Entities or otherwise measured by the level of any itemTaxes, be deemed to be the amount of such Taxes Tax for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax Period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Redemption Date and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the “Part-Year Fraction”). For purposes case of clause any other Tax, such as income, sales or use Tax, be deemed equal to the amount which would be payable (computed on an interim closing of the books basis) as if the relevant taxable period ended as of the close of business on the Redemption Date; provided, that (1) of the preceding sentenceany exemptions, any exemptionallowances, deduction, credit deductions (including depreciation or other item amortization) and credits that is are calculated on an annual basis shall be allocated to between the portion of the Straddle Period ending on the Closing Redemption Date on a pro rata basis determined by multiplying and the total amount of such item allocated portion beginning after the Redemption Date in proportion to the Straddle Period times the Part-Year Fraction. In the case number of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a) shall be computed by reference to the level of days in each such items on the Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period ending taxable period and (2) all Transaction-Related Expenses shall be treated as having accrued on the Closing Redemption Date and Northern Border shall be responsible for and shall pay any Taxes allocable to deducted in the portion of the Straddle Period after the Closing DatePre-Redemption Period.

Allocation of Straddle Period Taxes. Northern Border Purchaser and ONEOK Seller shall, to the extent permitted by applicable Tax Law law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period period of the Entities Company as of and including the Closing Date. Subject to the preceding sentence, in the case of Taxes attributable to the Entities Company that are payable with respect to any Straddle Period Period, the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall: (1i) in the case of Taxes that are either (Aa) based upon or related to income or receipts or (Bb) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2ii) in the case of Taxes (other than those described in clause (i)) imposed on a period periodic basis with respect to the business or assets of the Entities Company or otherwise measured by the level of any item, be deemed to be in the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax Periodperiod) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period (the “"Part-Year Fraction”"). For purposes of clause (1i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount mount of such item allocated to the Straddle Period times multiplied by the Part-Part- Year Fraction. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a5.5(b) shall be computed by reference to the level of such items on the Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period ending on the Closing Date and Northern Border shall be responsible for and shall pay any Taxes allocable to the portion of the Straddle Period after the Closing Date.

Allocation of Straddle Period Taxes. Northern Border and ONEOK shall, to the extent permitted by applicable Tax Law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period of the Entities as of and including the Closing Date. Subject to the preceding sentence, in In the case of Taxes attributable a Straddle Period, and subject to the Entities that are payable with respect to any Straddle Period Section 6.4(d), the portion of any Taxes of the Company or Amtran attributable to such Taxes Straddle Period that are allocable allocated to the portion Pre-Closing Period of the such Straddle Period ending on the Closing Date shallshall be determined as follows: (1x) in the case of Taxes that are either (A) based upon any real property, personal property, ad valorem or related to income or receipts or (B) imposed in connection with any salesimilar Taxes, transfer or assignment of property (real or personalon a ratable daily basis, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2y) in the case of Taxes (all other than those described in clause (i)) imposed Taxes, including income and franchise Taxes, measured by, or based upon, net income or gross receipts, on a period basis with respect to the business or assets an interim closing of the Entities or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax Period) multiplied by a fraction the numerator of which is the number of calendar days in the portion books of the Straddle Period ending Company or Amtran as of the close of business on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period (the “Part-Year Fraction”). For purposes of clause (1) of the preceding sentenceprovided that exemptions, any exemption, deduction, credit allowances or other item deductions that is are calculated on an annual basis shall be allocated to between the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times the Part-Year Fraction. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a) shall be computed by reference to the level of such items on the Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period period ending on the Closing Date and Northern Border the period after the Closing Date in proportion to the number of days in each such period). Notwithstanding the foregoing, for purposes of this Agreement, in connection with determining the Taxes of the Company or Amtran for any Pre-Closing Period, (i) the taxable year of any Subsidiary or former Subsidiary of the Company or Amtran shall be responsible for deemed to have closed on the Closing Date, (ii) exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall pay any Taxes allocable be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the portion number of days in each period, (iii) any Transaction Costs that are taken into account as a reduction in the Purchase Price shall, to the maximum extent permitted by Law, be allocated to the Pre-Closing Period, and (iv) any Damages attributable, related to or arising in connection with the embezzlement of the Company’s and Amtran’s assets by their former controller during or prior to the Financial Information Date shall be taken into account when computing the Straddle Period after Taxes of Company and Amtran and shall, to the maximum extent permitted by Law, be allocated to the Pre-Closing DatePeriod, such that Selling Parties are entitled to 100% of any refund received by the Company and 60% of any refund received by Amtran (whether in cash or as a credit against or offset to any Tax) received by Buyer, Company, Amtran, or any of their Affiliates on account of such Loss in accordance with Section 6.4(d), and any Taxes subsequently imposed on the Company or Amtran for wrongfully taking into account any such Damages for the Pre-Closing Period shall be treated as Pre-Closing Taxes for purposes of Section 7.2(c). Buyer shall take or cause Company and Amtran to take such further actions, with respect to Damages described in clause (iv) of the immediately preceding sentence and pursuant to Section 6.5, as Seller Representative may reasonably request, all at the sole expense of the Selling Parties.