Common use of Allocation of Tax Liability Clause in Contracts

Allocation of Tax Liability. In the event applicable Law does not require or permit the Parties to close federal, state, local or foreign Tax years as of the Closing Date, the allocation of the liability for Taxes between the Pre-Closing Period and the Post-Closing Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e) as follows: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to the Pre-Closing Period and the Post-Closing Period included in the Straddle Period shall be determined by closing the books of the applicable entity as of the close of the Closing Date and by treating each of such Pre-Closing Period and the Post-Closing Period as a separate taxable year; and (ii) in the case of Taxes that are determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes attributable to the Pre-Closing Period included in the Straddle Period shall be equal to the amount of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Period and the denominator of which is the total number of calendar days in the Straddle Period, and the amount of such Taxes attributable to any Post-Closing Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Period included in such Straddle Period.

Allocation of Tax Liability. In the event applicable Law does not require or permit the Parties to close federal, state, local or foreign Tax years as of the Closing Date, the The allocation of the liability for Taxes Tax Liability between the Pre-Closing Tax Period and the Post-Closing Tax Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e) as follows; provided that the following is set forth solely for the avoidance of doubt in interpreting Section 4.12: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to the any Pre-Closing Tax Period and the or Post-Closing Tax Period included in the Straddle Period shall be determined by closing the books of the Company or the applicable entity Subsidiary as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and the Post-Closing Tax Period as a separate taxable year; and (ii) in the case of Taxes that are determined imposed on a periodic basis other than and not based on income, gross receipts or specific transactionstransactions (such as real or personal property Taxes), the amount portion of such Taxes attributable to the any Pre-Closing Tax Period included in the Straddle Period shall be equal to the amount product of such Taxes for attributable to the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Tax Period included in the Straddle Period, and the denominator of which is the total number of calendar days in the such Straddle Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period.

Allocation of Tax Liability. (a) To the extent permitted by applicable law, the parties hereto agree to cause federal, state and local tax periods of Company to be closed at the close of business on the Closing Date. In the event applicable Law law does not require or permit the Parties to close federal, state, local or foreign Tax years as closing of the Closing Dateany such period, the allocation of the tax liability for Taxes between the Pre-Closing Period and the Post-Closing Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e) as follows:10.9(b). (ib) in In the case of Taxes based upon income, gross receipts a tax return for the taxable period beginning before and ending after the Closing Date (such as sales Taxes"Overlap Period") or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes taxes attributable to the any Pre-Closing Period and the Post-or Post- Closing Period included in the Straddle Overlap Period shall be determined by closing the books of the applicable entity Company as of the close of business on the Closing Date and by treating each of such Pre-Closing Period and the Post-Closing Period as a separate taxable year; and (ii) in the case of Taxes , except that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis. If the liability for the Taxes for an Overlap Period is determined on a basis other than income, income or gross receipts or specific transactionsreceipts, the amount of Taxes attributable to the any Pre-Closing Period included in the Straddle Overlap Period shall be equal to the amount of such Taxes for the Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Period included in the Overlap Period and the denominator of which is the total number of calendar days in the Straddle Overlap Period, and the amount of such Taxes attributable to any Post-Closing Period included in an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Period. Shareholder shall be responsible for Taxes due for the Pre-Closing Period included in such Straddle and Buyer shall be responsible for Taxes due for the Post-Closing Period.

Allocation of Tax Liability. (a) To the extent permitted by applicable law, the parties hereto agree to cause foreign, state and local Tax periods of the Companies and the Subsidiaries to be closed at the close of business on the Closing Date. In the event applicable Law law does not require or permit the Parties to close federal, state, local or foreign Tax years as closing of the Closing Dateany such period, the allocation of the liability for Taxes between the Pre-Closing Period and the Post-Closing Period comprising a Straddle Period Tax Liabilities shall be made in accordance with this Section 4.5(e) as follows:5.6(b). (i) in In the case of Taxes a Tax Return of any of the Companies or Subsidiaries for an Overlap Period based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to the Pre-any Pre- Closing Tax Period and the or Post-Closing Tax Period included in the Straddle Overlap Period shall be determined by closing the books of the applicable entity relevant Company or Subsidiary as of the close of business on the Closing Date and by treating each of such Pre-Closing Tax Period and the Post-Closing Tax Period as a separate taxable year; and, except that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis. Any estimated Taxes paid by or with respect to, such Company or Subsidiary on or prior to the Closing Date shall be a credit against the Taxes due and attributable to the Pre-Closing Tax Periods in Sections 5.5(b) and (c). (ii) in If the case of liability for Taxes that are for an Overlap Period is determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes attributable to the any Pre-Closing Tax Period included in the Straddle Overlap Period shall be equal to the amount of such Taxes for the Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Tax Period included in the Overlap Period and the denominator of which is the total number of calendar days in the Straddle Overlap Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in such Straddle Overlap Period.

Allocation of Tax Liability. In (a) Seller shall be responsible for and shall indemnify and hold Buyer, the event Company and its Subsidiaries and their respective Affiliates, absolutely harmless from and against all Taxes relating to the ownership and operations of the Company and its Subsidiaries for all taxable periods ending on or prior to the Closing Date, including the period beginning January 1, 1997 and ending on the Closing Date, including all Damages incurred by any of them relating to tax audits for all years open for the assessment of deficiencies through and including any taxable period ending on or before the Closing Date. The obligation of Seller set forth in this Section shall not be subject to any limitations, if any, contained elsewhere in this Agreement or the Purchase Agreement, but will survive the Closing Date until the expiration of the applicable Law statute of limitations (giving effect to any waiver or extension thereof). (b) Except as otherwise provided for herein, Buyer shall be responsible for and shall indemnify and hold Seller absolutely harmless against all Taxes relating to the ownership and operations of the Company and its Subsidiaries for all taxable periods beginning after the Closing Date or taxable transactions carried out and completed after the Closing Date, including all Damages incurred by any of them for all taxable periods beginning after the Closing Date. (c) Taxes attributable to a taxable period beginning before and ending after the Closing Date shall, except as otherwise provided hereunder, be allocated between Seller and Buyer on the actual activities carried out, taxable income or taxable loss of the Company and its Subsidiaries during such pre-closing partial period and such post-closing partial period based on an actual closing of the books and records of the Company and each of its Subsidiaries. The asset tax attributable to the Seller will be calculated using the tax basis of the assess and those deductible liabilities of the Company and its Subsidiaries as recorded on their books and records throughout the period from January 1, 1997 to August 17, 1997 multiplied by the applicable asset tax rate multiplied by the number of days between January 1, 1997 to August 17, 1997 divided by 365. (d) Buyer shall inform Seller of (i) the commencement of any audit or examination; (ii) any proposals of deficiencies; and (iii) the assessment of deficiencies with respect to the Company or any of its Subsidiaries. Items (i), (ii) and (iii), shall be limited to Taxes relating to the ownership and operations of the Company and its Subsidiaries for all taxable periods ending on or prior to the Closing Date, including the period beginning January 1, 1997 and ending on the Closing Date. Seller shall not settle, compromise, accept, reject, protest, or appeal any adjustment or proposed adjustment in connection with any Tax audit or examination with respect to the Company or any of its Subsidiaries unless Seller has first obtained Buyer's written approval with respect to such adjustment, which written approval will not be unreasonably withheld. Buyer, after receipt of notice regarding any claim, proceeding or litigation with respect to (i),(ii) and (iii), shall notify Seller, within a term equivalent to half of the deadline period remaining for presenting response by Seller to the corresponding agencies, of such claim, proceeding or litigation. If Buyer does not require comply with the preceding sentence, then Buyer shall be liable for such claim, proceeding or permit litigation. Buyer additionally agrees to provide Seller with any and all documentation hereto related that Seller shall reasonably request in order to respond, answer and/or defend any such claim, proceeding, litigation or notice. (e) Regarding profit sharing to workers of the Parties Company or any of its Subsidiaries, Seller shall be responsible for any such profit sharing to close federal, state, local or foreign Tax years worker corresponding to periods up to the Closing Date. The profit sharing to workers which may be payable for a period beginning before and ending after the Closing Date shall be allocated between Seller and Buyer based on an actual closing of the books and records of each the Company and its Subsidiaries and respective Affiliates as of the Closing Date, the allocation of the liability for Taxes between the Pre-Closing Period and the Post-Closing Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e) as follows: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to the Pre-Closing Period and the Post-Closing Period included in the Straddle Period shall be determined by closing the books of the applicable entity as of the close of the Closing Date and by treating each of such Pre-Closing Period and the Post-Closing Period as a separate taxable year; and (ii) in the case of Taxes that are determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes attributable to the Pre-Closing Period included in the Straddle Period shall be equal to the amount of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Period and the denominator of which is the total number of calendar days in the Straddle Period, and the amount of such Taxes attributable to any Post-Closing Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Period included in such Straddle Perioddate.

Allocation of Tax Liability. (a) To the extent permitted by applicable law, the parties hereto agree to cause federal, state and local tax periods of the Company to be closed at the close of business on the Closing Date. In the event applicable Law law does not require or permit the Parties to close federal, state, local or foreign Tax years as closing of the Closing Dateany such period, the allocation of the tax liability for Taxes between the Pre-Closing Period and the Post-Closing Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e) as follows:10.9(b). (ib) in In the case of Taxes based upon income, gross receipts a tax return for the taxable period beginning before and ending after the Closing Date (such as sales Taxes"Overlap Period") or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes taxes attributable to the any Pre-Closing Period and the or Post-Closing Period included in the Straddle Overlap Period shall be determined by closing the books of the applicable entity Company as of the close of business on the Closing Date and by treating each of such Pre-Closing Period and the Post-Closing Period as a separate taxable year; and (ii) in the case of Taxes , except that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis. If the liability for the Taxes for an Overlap Period is determined on a basis other than income, income or gross receipts or specific transactionsreceipts, the amount of Taxes attributable to the any Pre-Closing Period included in the Straddle Overlap Period shall be equal to the amount of such Taxes for the Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Period included in the Overlap Period and the denominator of which is the total number of calendar days in the Straddle Overlap Period, and the amount of such Taxes attributable to any Post-Closing Period included in an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Period. Shareholders shall be responsible for Taxes due for the Pre-Closing Period included in such Straddle and Buyer shall be responsible for Taxes due for the Post-Closing Period.

Allocation of Tax Liability. In the event applicable Law does not require or permit the Parties parties to close federal, state, local or foreign Tax years periods as of the Closing Date, the allocation of the Tax liability for Taxes between the Pre-Closing Tax Period and the Post-Closing Tax Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e6.2(f) as follows: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to the any Pre-Closing Tax Period and the or Post-Closing Tax Period included in the Straddle Period shall be determined by closing the books of the applicable entity Acquired Entity as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and the Post-Closing Tax Period as a separate taxable year; and (ii) in the case of Taxes that are determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes attributable to the any Pre-Closing Tax Period included in the Straddle Period shall be equal to the amount of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Tax Period included in the Straddle Period and the denominator of which is the total number of calendar days in the Straddle Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in a Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in such Straddle Period.

Allocation of Tax Liability. (A) To the extent permitted by applicable law, the parties hereto agree to cause federal, state and local tax periods of the Company to be closed at the close of business on the Closing Date. In the event applicable Law law does not require or permit the Parties to close federal, state, local or foreign Tax years as closing of the Closing Dateany such period, the allocation of the tax liability for Taxes between the Pre-Closing Period and the Post-Closing Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e) as follows:10.9 (b). (iB) in In the case of Taxes based upon income, gross receipts a tax return for the taxable period beginning before and ending after the Closing Date (such as sales Taxes"Overlap Period") or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes taxes attributable to the any Pre-Closing Period and the or Post-Closing Period included in the Straddle Overlap Period shall be determined by closing the books of the applicable entity Company as of the close of business on the Closing Date and by treating each of such Pre-Closing Period and the Post-Closing Period as a separate taxable year; and (ii) in the case of Taxes , except that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis. If the liability for the Taxes for an Overlap Period is determined on a basis other than income, income or gross receipts or specific transactionsreceipts, the amount of Taxes attributable to the any Pre-Closing Period included in the Straddle Overlap Period shall be equal to the amount of such Taxes for the Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Period included in the Overlap Period and the denominator of which is the total number of calendar days in the Straddle Overlap Period, and the amount of such Taxes attributable to any Post-Closing Period included in an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Period included in such Straddle Period.

Allocation of Tax Liability. In the event applicable Law does not require or permit the Parties to close federal, state, local or foreign Tax years as of the Closing Date, the allocation of the liability for Taxes between the Pre-Closing Period and the Post-Closing Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e) as follows: (i) in In the case of Taxes a Tax Return with respect to the Company or a subsidiary for an Overlap Period based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to the any Pre-Closing Tax Period and the or Post-Closing Tax Period included in the Straddle Overlap Period shall be determined by closing the books of the Company or the applicable entity subsidiary as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and the Post-Closing Tax Period as a separate taxable year, except that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis; andprovided, however, that such per diem allocation shall not apply to property placed in service or purchased or capitalized costs incurred after the Closing Date. (ii) in If the case of liability for Taxes that are for an Overlap Period is determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes attributable to the any Pre-Closing Tax Period included in the Straddle Overlap Period shall be equal to the amount of such Taxes for the Straddle Overlap Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Tax Period included in the Overlap Period and the denominator of which is the total number of calendar days (not to exceed 365) in the Straddle Overlap Period, and the amount of such Taxes attributable to any Post-Closing Tax Period included in an Overlap Period shall be the excess of the amount of the Taxes for the Straddle Overlap Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in such Straddle Overlap Period. (iii) For clarification purposes, any subpart F income, within the meaning of Section 952 of the Code, of any subsidiary that is realized in an Overlap Period on or prior to the Closing Date shall be attributable to the Pre-Closing Tax Period and any such subpart F income of any subsidiary that is realized in an Overlap Period following the Closing Date shall be attributable to the Post-Closing Tax Period.

Allocation of Tax Liability. Each of the Shareholders shall be responsible for and shall individually, jointly and severally indemnify and hold Buyer and the Surviving Corporation harmless for, from and against all Taxes relating to the ownership and operation of Target and its Subsidiaries for all taxable periods ending on or before the Closing Date to the extent that such Taxes exceed the aggregate accruals for such Taxes reflected on the Target Financial Statements and to the extent that the Buyer, its shareholders or the Surviving Corporation are liable therefor. Buyer and the Surviving Corporation shall be jointly and severally responsible for and shall indemnify and hold Shareholders harmless for, from and against all Taxes relating to the ownership and operations of Surviving Corporation for all taxable periods beginning after the Closing Date to the extent that the Surviving Corporation is liable therefor. Each of the Shareholders shall be individually, jointly and severally responsible for and shall indemnify and hold Buyer and Surviving Corporation harmless for, from and against all Taxes relating to the ownership and operation of Target for any taxable period beginning before the Closing Date and ending after the Closing Date to the extent the Taxes with respect to such period are properly accruable under GAAP as applied in accordance with the past practices of the Target, but only to the extent such Taxes exceed the aggregate accruals for such Taxes reflected on the Target Financial Statements. In the event applicable Law does not require or permit case of any Taxes accruable under GAAP with respect to a tax period that begins before the Parties to close federal, state, local or foreign Tax years as of Closing Date and ends after the Closing Date, if a method of accrual is not specified by GAAP, the allocation portion of such Tax attributable to the liability for Taxes between period ending on the Pre-Closing Period and the Post-Closing Period comprising a Straddle Period shall be made in accordance with this Section 4.5(e) as follows: Date shall: (i) in the case of any such Taxes not based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon related to income or gross receipts, the amount of Taxes attributable be deemed to the Pre-Closing Period and the Post-Closing Period included in the Straddle Period shall be determined by closing the books of the applicable entity as of the close of the Closing Date and by treating each of such Pre-Closing Period and the Post-Closing Period as a separate taxable year; and (ii) in the case of Taxes that are determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes attributable to the Pre-Closing Period included in the Straddle Period shall be equal to the amount of such Taxes for the Straddle Period entire taxable period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-period ending on the Closing Period Date and the denominator of which is the total number of calendar days in the Straddle Period, entire taxable period; and (ii) in the amount case of any such Taxes attributable based upon or related to any Post-Closing Period shall income or receipts, be determined on the excess basis of an interim closing of the amount books at the close of business on the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Period included in such Straddle PeriodDate.