Common use of Allocation of Taxes Clause in Contracts

Allocation of Taxes. (a) Seller shall be responsible for and shall indemnify Purchaser against all taxes arising by reason of or attributable to the Transferred Assets, or their use, operation, and transactions with respect thereto during or with respect to the Pre-Closing Period. (b) Purchaser shall be responsible for and shall indemnify Seller against all taxes arising by reason of or attributable to the Transferred Assets, or their use, operation, and transactions with respect thereto during or with respect to the Post-Closing Period. (c) All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes some portion of the Pre-Closing Period and some potion of the Post-Closing Period shall be apportioned between Purchaser and Seller based on the number of days of such taxable period included in the applicable Pre-Closing Period and the number of days of such taxable period included in the Post-Closing Period. Seller shall be liable for the proportionate amount of such taxes that are attributable to the Pre-Closing Period, and Purchaser shall be liable for the proportionate amount of such taxes that are attributable to the Post-Closing Period. (d) All taxes relating to, resulting from or arising out of the transfer of Seller’s assets to Purchaser as contemplated in this Agreement (other than sales or transfer taxes which shall be borne by the Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposed.

Allocation of Taxes. (a) Seller shall be responsible All ad valorem real property taxes, personal property taxes, fees or assessments for and shall indemnify Purchaser against all taxes arising by reason of or attributable to the Transferred Assets, or their use, operation, and transactions with respect thereto during or calendar year 2014 due with respect to the Pre-Purchased Assets or payable by Sellers pursuant to the terms of any Rights of Way or Contracts shall be prorated between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing PeriodDate on a calendar year basis, using the calendar year 2013 tax rates and assessments by the appropriate Governmental Authority; provided, however, that, if the taxes for 2014 are thereafter determined to be more or less than the taxes for 2013 (after any appeal of the assessed valuation thereof is concluded), Buyer and Sellers promptly shall adjust the proration of such taxes based on actual taxes paid with respect to 2014, and Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment. The portion of such taxes allocable to the portion of calendar year 2014 ending on the Effective Time shall be deemed to be (A) the amount of such taxes for the entire period multiplied by (B) a fraction, the numerator of which is the number of calendar days in the portion of calendar year 2014 ending on the Effective Time and the denominator of which is 365. All special taxes or assessments prior to the end of 2014 shall be prorated as set forth above. If any Party shall pay such taxes for which it is entitled to be reimbursed because of such proration, the other Party responsible therefor shall promptly reimburse the party so paying upon notice of the amount paid by such Party. (b) Purchaser Sellers shall be responsible for and shall indemnify Seller against all taxes arising any sales, use, excise, environmental, custom or other like tax, duty, fee or assessment or charge imposed by reason of or attributable a Governmental Authority that is associated with the Purchased Assets prior to the Transferred Assets, or their use, operation, and transactions with respect thereto during or with respect to the Post-Closing PeriodEffective Time. (c) All personal property Sellers shall be entitled to any refunds or credits of taxes and similar ad valorem obligations levied paid with respect to the Transferred Purchased Assets for a taxable period that includes some portion of to the Pre-Closing Period and some potion of the Post-Closing Period shall be apportioned between Purchaser and Seller based on the number of days of such taxable period included in the applicable Pre-Closing Period and the number of days of such taxable period included in the Post-Closing Period. Seller shall be liable for the proportionate amount of such taxes that are extent attributable to the Pre-Closing Period, and Purchaser period prior to the Effective Time. Buyer shall be liable for entitled to any refunds or credits of taxes paid with respect to the proportionate amount of such taxes that are Purchased Assets to the extent attributable to the Post-Closing Periodperiod after the Effective Time. (d) All taxes relating toSellers shall be responsible for the preparation and filing of any tax returns, resulting consistent with past practice, and the payment of any tax required to be paid in connection therewith related to Sellers that are required to be filed for taxable periods ending prior to or on the Closing Date. Buyer shall be responsible for the preparation and filing of all tax returns and the payment of any tax required to be paid in connection therewith related to Buyer that are required to be filed for taxable periods ending after the Closing Date. (e) Each Party shall be responsible for its own income taxes, if any, which may result from the transactions contemplated by this Agreement. (f) No Seller shall take or arising out omit to take any action outside of the transfer ordinary course of Seller’s assets to Purchaser as contemplated business or in this Agreement (other than sales a manner inconsistent with past practice if such action or transfer taxes which shall be borne by omission could have the Purchaser) shall be borne by the Party on whom effect of increasing the tax is imposed by the relevant tax office or agency of liability relating to any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility Purchased Assets, Buyer or any of paying the capital gains tax imposedBuyer’s Affiliates, unless required by applicable Laws and Regulations.

Allocation of Taxes. (a) Seller shall pay or cause to be responsible for and shall indemnify Purchaser against all taxes arising by reason of or attributable paid, directly to the Transferred Assetstaxing authority, all ad valorem or their usesimilar real and personal property taxes assessed on the Real Property Interests and Equipment, operationas applicable (“Real and Personal Property Taxes”), and transactions with respect thereto during or with respect to all periods before the Pre-tax year during which the Closing Period. occurs (b) Purchaser the “Current Tax Year”). Buyer shall pay or cause to be responsible for and shall indemnify Seller against all taxes arising by reason of or attributable paid directly to the Transferred Assets, or their use, operation, taxing authority all Real and transactions with respect thereto during or Personal Property Taxes assessed with respect to any period after the Post-Closing Period. (c) All personal property taxes Current Tax Year. The Parties shall each pay a share of any Real and similar ad valorem obligations levied with respect Personal Property Taxes for the Current Tax Year under the following method of prorating: each Party’s share of Real and Personal Property Taxes for the Current Tax Year shall be the fraction of the total number of days in such tax year that such Party owned the Real Property Interests and Equipment, as applicable. Each Party’s pro rata share of such Real and Personal Property Taxes for the Current Tax Year shall be estimated as of the close of business on the last Business Day immediately prior to the Transferred Assets for a taxable period that includes some portion of Closing Date (the Pre-Closing Period and some potion of the Post-Closing Period shall be apportioned between Purchaser and Seller “Adjustment Date”) based on the number best information then available. If, prior to the Closing, Seller has received any bills from a taxing authority setting forth the final amount of days of any such taxable period included in Real and Personal Property Taxes for the applicable Pre-Closing Period and the number of days of such taxable period included in the Post-Closing Period. Current Tax Year, Seller shall be liable for pay the proportionate total amount of such taxes that are attributable Real and Personal Property Taxes due according to such bills, and Buyer shall pay its share of such amount to Seller at the Closing in accordance with this Section 11.2 and Section 2.2(e) of this Purchase Agreement. If Buyer receives any such final bills after the Closing, Buyer shall pay or cause to be paid the entire amount due according to such bills directly to the Pre-Closing Periodtaxing authority; Buyer shall, within thirty (30) days after receiving such bills, deliver a copy of such bills to Seller; and Seller, within thirty (30) days after receiving such copies, shall pay its share of the amount due to Buyer according to this Section 11.2. Each Party agrees to notify the other Party in writing if it obtains information after the Adjustment Date that alters the amount of Real and Personal Property Taxes for the Current Tax Year due hereunder. After receipt of such notification by the other Party, the Parties shall take the information into account, prorate any resulting change in the amount of Real and Personal Property Taxes for the Current Tax Year consistent with the method of prorating set forth above, and Purchaser shall be liable adjust any prior payments made by a Party for the proportionate amount its respective share of such taxes (with the effect that are attributable if a Party overpaid its share of such taxes, the other Party shall pay to such Party the amount of the overpayment, and if a Party underpaid its share of such taxes, such Party shall pay to the Post-Closing Period. (d) All taxes relating to, resulting from or arising out other Party the amount of the transfer of Seller’s assets to Purchaser as contemplated in this Agreement (other than sales or transfer taxes which shall be borne by the Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposedshortfall).

Allocation of Taxes. (a) Seller Buyer shall be liable for all sales, use, documentary, recording, stamp, transfer or similar taxes, assessments or fees arising from the transfer of the Assets to Buyer. (b) All ad valorem, property and similar taxes for the then current year relating to the Assets shall be prorated as of the Effective Time. If the Closing shall occur before the actual taxes for the then current year are known, the apportionment of taxes shall be upon the basis of taxes for the Assets for the immediately preceding year, provided that, if the taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Sellers and Buyer shall promptly adjust the proration of such taxes in accordance with such determination, and Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment. All special taxes or assessments prior to the end of the calendar year of Closing shall be prorated as of the Closing Date. (c) Except as set forth in Section 6.8(a) and subject to Section 6.8(b), Sellers shall be responsible for and shall indemnify Purchaser against all taxes arising by reason (including fines, interest and penalties related thereto and except for fines, interest or penalties resulting from the fault or negligence of or attributable Sellers in their operation of the Assets for which Sellers shall be liable for pursuant to the Transferred Assets, or their use, operation, and transactions with respect thereto during provisions of Section 12.3 in the twelve (12) months following the Closing Date) imposed on or with respect to the Pre-Closing Period. (b) Purchaser Assets that are attributable to any whole or partial taxable period ending on or before the Effective Time. Buyer shall be responsible for and shall indemnify Seller against all taxes arising by reason of or attributable to the Transferred Assets(including fines, or their use, operation, interest and transactions with respect thereto during penalties related thereto) imposed on or with respect to the Post-Closing Period. (c) All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes some portion of the Pre-Closing Period and some potion of the Post-Closing Period shall be apportioned between Purchaser and Seller based on the number of days of such taxable period included in the applicable Pre-Closing Period and the number of days of such taxable period included in the Post-Closing Period. Seller shall be liable for the proportionate amount of such taxes that are attributable to any whole or partial taxable period ending after the Pre-Closing Period, and Purchaser shall be liable for the proportionate amount of such taxes that are attributable to the Post-Closing PeriodEffective Time. (d) All Sellers will be entitled to any refunds or credits of taxes relating to, resulting from paid with respect to the Assets to the extent attributable to a pre-Effective Time tax period. Buyer will be entitled to any refunds or arising out credits of taxes paid with respect to the transfer of Seller’s assets Assets to Purchaser as contemplated in this Agreement (other than sales or transfer taxes which shall be borne by the Purchaser) shall be borne by the Party on whom the extent attributable to a post-Effective Time tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposedperiod.

Allocation of Taxes. (a) Seller shall be responsible for and shall indemnify Purchaser against all taxes arising by reason of or attributable to the Transferred AssetsAll, or their use, operation, and transactions with respect thereto during or with respect to the Pre-Closing Period. (b) Purchaser shall be responsible for and shall indemnify Seller against all taxes arising by reason of or attributable to the Transferred Assets, or their use, operation, and transactions with respect thereto during or with respect to the Post-Closing Period. (c) All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that which includes some portion of (but does not end on) the Pre-Closing Period and some potion of the Post-Closing Period Date shall be apportioned between Seller and Purchaser and Seller as of the Closing Date based on the number of days of such taxable period included in the applicable Prepre-Closing Period tax period and the number of days of such taxable period included in the Postpost-Closing Periodtax period. Within 90 days after the Closing Date, Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.18 together with such supporting evidence as is reasonably necessary to calculate such amount to be reimbursed. Such amount shall be paid by the party owing it to the other within 10 days after delivery of such statement. Thereafter, Seller shall be liable notify Purchaser upon receipt of any xxxx for real or personal property taxes relating to the Assets, part or all of which are attributable to the post-Closing tax period, and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate governmental authority; provided that if such xxxx covers the pre-Closing tax period, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such taxes xxxx that are is attributable to the Prepre-Closing Period, and tax period. If either Seller or Purchaser shall be liable thereafter make a payment for which it is entitled to reimbursement under this Section 6.18, the proportionate other party shall make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such taxes that are attributable supporting evidence as is reasonably necessary to calculate the Post-Closing Periodamount of reimbursement. (d) All taxes relating to, resulting from or arising out of the transfer of Seller’s assets to Purchaser as contemplated in this Agreement (other than sales or transfer taxes which shall be borne by the Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposed.

Allocation of Taxes. (a) Seller shall pay or cause to be responsible for and shall indemnify Purchaser against all taxes arising by reason of or attributable paid, directly to the Transferred taxing authority, all ad valorem or similar real and personal property taxes assessed on the Purchased Assets, or their useas applicable (“Real and Personal Property Taxes”), operation, and transactions with respect thereto during or with respect to all periods before the Pre-fiscal Tax year during which the Closing Periodoccurs (the “Current Tax Year”). Buyer shall pay or cause to be paid directly to the taxing authority all Real and Personal Property Taxes assessed with respect to any period after the Current Tax Year. Seller agrees to indemnify and hold Buyer harmless for all Taxes arising out of, accruing, incident, relating to, or in connection with Seller or Seller’s Affiliates’ failure to pay Taxes attributable or allocable to the Purchased Assets (excluding any sales or transfer Taxes to the extent arising from the sale and purchase of the Purchased Assets allocable to Buyer under allocable to Buyer under Section 10.1). (b) Purchaser The Parties shall each pay a share of any Real and Personal Property Taxes for the Current Tax Year as follows: each Party’s share of such taxes shall be responsible for and shall indemnify Seller against all taxes arising by reason the fraction of or attributable to the Transferred total number of days in such fiscal tax year that such Party owned the Purchased Assets, or their useas applicable with, operationfor the avoidance of doubt, Buyer treated as owning the Purchased Assets on and transactions with respect thereto during or with respect to after the Post-Closing PeriodDate. (c) All personal property taxes The amount payable by Buyer to Seller under Section 2.2(b) shall be (i) decreased by an amount equal to Seller’s estimated share of Real and similar ad valorem obligations levied Personal Property Taxes with respect to the Transferred Assets for a taxable period that includes some portion of Current Tax Year and (ii) increased by any Real and Personal Property Taxes with respect to the Pre-Current Tax Year paid by Seller to the appropriate Governmental Authority prior to Closing. All Tax bills received after Closing Period and some potion of will be paid by Buyer directly to the Post-Closing Period shall be apportioned between Purchaser and Seller based on the number of days of such taxable period included in the applicable Pre-Closing Period and the number of days of such taxable period included in the Post-Closing Periodtaxing authorities prior to any delinquency date. Any Tax bills received by Seller shall be liable promptly forwarded to Buyer for payment. Within thirty (30) days after receiving all Tax bills related to the current Tax year, Buyer shall determine the total amount of actual Taxes paid directly to taxing authorities by both Buyer and Seller and shall calculate Seller’s share according to this Section 10.2. If Seller’s actual share of Taxes exceeds the Seller’s estimated share of current year Taxes calculated at Closing, then Buyer shall xxxx Seller for the proportionate amount underpayment. If Seller’s actual share of such taxes that are attributable to Taxes is less than the Pre-Closing PeriodSeller’s estimated share of current year Taxes calculated at Closing, and Purchaser then Buyer shall be liable pay Seller for the proportionate amount of such taxes that are attributable to the Post-Closing Periodoverpayment. (d) All taxes relating to, resulting from or arising out of the transfer of Seller’s assets to Purchaser as contemplated in this Agreement (other than sales or transfer taxes which shall be borne by the Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposed.