Common use of Apportionment of Taxes Clause in Contracts

Apportionment of Taxes. All Taxes and Tax liabilities with respect to the income, property or operations of the Southern Entities that relate to a Straddle Tax Period shall be apportioned to the Pre-Closing Tax Period as follows: (i) in the case of Taxes that are either (A) based upon or related to income, receipts, capital or net worth, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which shall be governed by Section 4.11(d)(ii) and Section 4.12(h)), such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year ended with the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis other than those described in clause (i), including but not limited to property taxes and similar ad valorem obligations, such Taxes shall be deemed to be the amount of such Taxes for the entire Straddle Tax Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Any deferred items taken into income by Treasury Regulation Sections 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 as a result of this transaction shall for these purposes be apportioned to a Pre-Closing Tax Period. Section 4.12(h) shall control the allocation of the Taxes thereunder. The Parent and its affiliates shall be liable for the payment of all Taxes of the Southern Entities which are attributable to any Pre-Closing Tax Period, whether shown on any original Tax Return or amended Tax Return for the period referred to therein. The Purchaser shall be liable for the payment of all Taxes which are attributable to any Post-Closing Tax Period. All transactions not in the ordinary course of business occurring on the Closing Date after the Purchaser’s purchase of the Southern Entity Shares (other than the Section 338(h)(10) Elections) shall be reported on the Purchaser’s federal Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or as required by Treasury Regulation Section 1.338-1(d).

Apportionment of Taxes. All The parties hereto agree that all personal property Taxes and Tax liabilities similar ad valorem obligations that are levied with respect to the incomeTransferred Assets or the Acquired Business for assessment periods within which the Closing Date occurs (collectively, property or operations of the Southern Entities that relate to a Straddle Tax Period “Apportioned Obligations”) shall be apportioned to between Seller and Purchaser as of the Pre-Closing Tax Period as follows: (i) Date based on the number of days in the case of Taxes that are either (A) based upon any such period falling on or related to income, receipts, capital or net worth, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which shall be governed by Section 4.11(d)(ii) and Section 4.12(h)), such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year ended with before the Closing Date; , on the one hand, and after the Closing Date, on the other hand (ii) it being understood that Purchaser is responsible for the portion of each such Apportioned Obligation attributable to the number of days after the Closing Date in the case relevant assessment period). Purchaser shall cooperate in assuring that Apportioned Obligations the payment of Taxes imposed which is due on a periodic basis other than those described in clause (i)or prior to the Closing Date are billed directly to and paid by Seller, including but not limited to property taxes and similar ad valorem obligations, such Taxes that Apportioned Obligations whose payment is due after the Closing Date shall be deemed billed directly to and paid by Purchaser. On the Closing Date, Seller shall deliver to Purchaser any xxxx received by it in respect of any Apportioned Obligations not yet due and payable together with payment in an amount equal to Seller’s pro rata share of such xxxx. Seller and Purchaser shall each present or cause to be presented a statement to the other setting forth the amount of reimbursement to which each is entitled under this Article XI as of the most recent practicable date (together with such Taxes for the entire Straddle Tax Period (orsupporting evidence as may be reasonably requested), in the case of such Taxes determined on an arrears basis, and they shall calculate the amount of by which such Taxes for reimbursement owed to one party exceeds that owed to the immediately preceding periodother (the “Proration Amount”), multiplied by a fraction and on such date the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Any deferred items taken into income by Treasury Regulation Sections 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 as a result of this transaction shall for these purposes be apportioned to a Pre-Closing Tax Period. Section 4.12(h) shall control the allocation of the Taxes thereunder. The Parent and its affiliates Proration Amount so determined shall be liable paid by the party owing it to the other. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for the payment Apportioned Obligations, part or all of all Taxes of the Southern Entities which are attributable to any Pre-period following the Closing Tax PeriodDate, whether shown and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate taxing authority or other obligee, provided that if such xxxx covers any Apportioned Obligations for any period on or before the Closing Date, Seller shall also remit to Purchaser, prior to the due date of such xxxx, payment of the proportionate amount of such xxxx that is attributable to such period on or before the Closing Date. In the event that any original Tax Return or amended Tax Return party shall thereafter make a payment for which it is entitled to reimbursement under this Article XI, the period referred party so obligated to thereinmake such reimbursement under this Article XI shall make such reimbursement promptly upon the presentation of such supporting evidence as may be reasonably requested. The parties hereto shall cooperate, including, without limitation, during times of audit by taxing authorities, to avoid payment of duplicate or inappropriate Taxes or other ad valorem obligations of any kind or description which relate to the Transferred Assets or the Acquired Business, and each of Purchaser and Purchaser shall be liable for furnish, at the request of the other, proof of payment of all any such Taxes which are attributable or ad valorem obligations or other documentation that is a prerequisite to any Post-Closing Tax Periodavoiding payment of a duplicate or inappropriate tax or other ad valorem obligations. All transactions not in In the ordinary course of business occurring on event that it is determined subsequent to the Closing Date after that additional personal property Taxes or similar ad valorem obligations which are Apportioned Obligations are required to be paid for the Purchaser’s purchase assessment period in which the Closing Date falls, the parties hereto agree that such additional Taxes will be apportioned between Seller and Purchaser on the basis of each respective ownership of the Southern Entity Shares (other than taxed asset during the Section 338(h)(10) Elections) shall be reported on the Purchaser’s federal Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or as required by Treasury Regulation Section 1.338-1(d)assessment period.

Apportionment of Taxes. All For purposes of this Agreement, whenever it is necessary to apportion between the Company and the Buyer the liability for Taxes and Tax liabilities with respect to the income, property of a Sold Company or operations of the Southern Entities that relate to Sold Subsidiary for a Straddle Tax Period Period, such liability shall be apportioned to between the Pre-Closing Tax portion of the Straddle Period as follows: (i) in ending on and including, and the case portion of Taxes that are either (A) based upon or related to incomethe Straddle Period beginning after, receipts, capital or net worth, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which shall be governed by Section 4.11(d)(ii) and Section 4.12(h)), such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year ended with the Closing Date; and Date by assuming that the Straddle Period consisted of two (ii2) in taxable periods, one which ended at the case close of Taxes imposed on a periodic basis other than those described in clause (i), including but not limited to property taxes and similar ad valorem obligations, such Taxes shall be deemed to be the amount of such Taxes for the entire Straddle Tax Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator other which began at the beginning of which is the day following the Closing Date and items of income, gain, deduction, loss or credit of the Sold Companies and Sold Subsidiaries for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that 128 the books of the Sold Companies and Sold Subsidiaries were closed at the close of the Closing Date; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for amortization and depreciation, shall be apportioned between such two (2) taxable years or periods on a daily basis (notwithstanding that such exemptions, allowances or deductions may under applicable law be determined solely at the end of the taxable period), and (ii) Taxes of the Sold Companies or the Sold Subsidiaries (such as real property or other ad valorem Taxes, but, for the avoidance of doubt, not income, sales and use, or withholding Taxes) imposed on a periodic basis, shall be apportioned between the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date by allocating to the periods before and after the Closing Date pro rata, based on the number of calendar days of the Straddle Period ending on (and including) the Closing Date, on the one hand, and the number of days in the entire periodStraddle Period beginning after the Closing Date, on the other hand. Any deferred items taken into income by Treasury Regulation Sections 1.1502-13 Notwithstanding anything to the contrary contained in this Agreement, all transactions that occur on the Closing Date but after the Closing and 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 as a result of this transaction shall for these purposes be apportioned to a Pre-Closing Tax Period. Section 4.12(hthat are not (A) shall control the allocation of the Taxes thereunder. The Parent and its affiliates shall be liable for the payment of all Taxes of the Southern Entities which are attributable to any Pre-Closing Tax Period, whether shown on any original Tax Return or amended Tax Return for the period referred to therein. The Purchaser shall be liable for the payment of all Taxes which are attributable to any Post-Closing Tax Period. All transactions not in the ordinary course of business occurring of the Sold Companies or the Sold Subsidiaries or (B) mandated to occur on the Closing Date after pursuant to a Contract in effect at or prior to the Purchaser’s purchase of the Southern Entity Shares (other than the Section 338(h)(10) Elections) Closing, shall be reported considered to be attributable to the period that commences on the Purchaser’s federal Tax Return to day following the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or as required by Treasury Regulation Section 1.338-1(d)Closing Date.

Apportionment of Taxes. All Taxes and Tax liabilities with respect to the income, property or operations of the Southern Entities that relate to a Straddle Tax Period shall be apportioned to the Pre-Closing Tax Period as follows: (i) in the case of Taxes that are either (A) based upon or related to income, receipts, capital or net worth, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which shall be governed by Section 4.11(d)(ii) and Section 4.12(h)), such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year ended with the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis other than those described in clause (i), including but not limited to property taxes and similar ad valorem obligations, such Taxes shall be deemed to be the amount of such Taxes for the entire Straddle Tax Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Any deferred items taken into income by Treasury Regulation Sections 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 as a result of this transaction shall for these purposes be apportioned to a Pre-Closing Tax Period. Section 4.12(h) shall control the allocation of the Taxes thereunder. The Parent and its affiliates shall be liable for the payment of all Taxes of the Southern Entities which are attributable to any Pre-Closing Tax Period, whether shown on any original Tax Return or amended Tax Return for the period referred to therein. The Purchaser shall be liable for the payment of all Taxes which are attributable to any Post-Closing Tax Period. All transactions not in the ordinary course of business occurring on the Closing Date after the Purchaser’s 's purchase of the Southern Entity Shares (other than the Section 338(h)(10) Elections) shall be reported on the Purchaser’s 's federal Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or as required by Treasury Regulation Section 1.338-1(d).

Apportionment of Taxes. All Taxes and Tax liabilities Liabilities with respect to the income, property or operations of the Southern Entities Company that relate to a Straddle Tax Period shall be apportioned to between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (ia) in the case of Taxes that are either either: (Ai) based upon or related measured by reference to income, receipts, profits, capital or net worthworth (including sales and use Taxes), or (Bii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which shall be governed by Section 4.11(d)(ii) and Section 4.12(h)Transfer Taxes (as defined below), or (iii) required to be withheld, the amount of such Taxes apportioned allocated to the Pre-Closing Tax Period shall be deemed equal to the amount which that would be payable if the Company’s Tax year period ended with at the end of the day on the Closing Date; and (iib) in the case of Taxes imposed on a periodic basis with respect to the Company other than those described in clause (ia), including but not limited to property taxes and similar ad valorem obligations, the amount of such Taxes allocated to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire Straddle Tax Period period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Any deferred items taken into income by Treasury Regulation Sections 1.1502-13 The Sellers will be solely liable for, and 1.1502-14 will timely pay, all Taxes and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 as a result of this transaction shall for these purposes be apportioned Tax Liabilities allocable to a the Pre-Closing Tax Period. Section 4.12(h) shall control the allocation Period of the Taxes thereunder. The Parent and its affiliates shall be liable for Company, including any portion of a Straddle Period allocable or apportioned to the payment of all Taxes of the Southern Entities which are attributable to any Pre-Closing Tax Period, whether shown on any original Tax Return or amended Tax Return for the period referred to therein. The Purchaser shall be liable for the payment of all Taxes which are attributable to any Post-Closing Tax Period. All transactions not in the ordinary course of business occurring on the Closing Date after the Purchaser’s purchase of the Southern Entity Shares (other than the Section 338(h)(10) Elections) shall be reported on the Purchaser’s federal Tax Return except to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or as required by Treasury Regulation Section 1.338-1(d)included in Indebtedness.

Apportionment of Taxes. All For purposes of this Agreement, whenever it is necessary to apportion the liability for Taxes of the Company for a Straddle Tax Period, such liability shall be apportioned between the portion of the Straddle Tax Period ending on and including, and the portion of the Straddle Tax liabilities with respect to Period beginning after, the Closing Date by assuming that the Straddle Tax Period consisted of two (2) taxable periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, property gain, deduction, loss or operations credit of the Southern Entities that relate to a Company for the Straddle Tax Period shall be apportioned to allocated between such two (2) taxable years or periods on a “closing of the Pre-Closing Tax Period as follows: (i) in books basis” by assuming that the case books of Taxes that are either (A) based upon or related to income, receipts, capital or net worth, or (B) imposed in connection with any sale or other transfer or assignment the Company were closed at the close of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which shall be governed by Section 4.11(d)(ii) and Section 4.12(h)), such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year ended with the Closing Date; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for amortization and depreciation, shall be apportioned between such two (2) taxable years or periods on a daily basis (notwithstanding that such exemptions, allowances or deductions may under applicable law be determined solely at the end of the taxable period), and (ii) in Taxes of the case Company (such as real property or other ad valorem Taxes, but, for the avoidance of Taxes doubt, not income, sales and use, or withholding Taxes) imposed on a periodic basis other than those described in clause (i)basis, including but not limited to property taxes and similar ad valorem obligations, such Taxes shall be deemed to be apportioned between the amount portion of such Taxes for the entire Straddle Tax Period (orending on and including, in and the case portion of such Taxes determined on an arrears basisthe Straddle Tax Period beginning after, the amount of such Taxes for Closing Date by allocating to the immediately preceding period)periods before and after the Closing Date pro rata, multiplied by a fraction the numerator of which is based on the number of calendar days of the Straddle Tax Period ending on (and including) the Closing Date, on the one hand, and the number of days in the period ending Straddle Tax Period beginning after the Closing Date, on the Closing Date and the denominator of which is the number of calendar days in the entire period. Any deferred items taken into income by Treasury Regulation Sections 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 as a result of this transaction shall for these purposes be apportioned to a Pre-Closing Tax Period. Section 4.12(h) shall control the allocation of the Taxes thereunder. The Parent and its affiliates shall be liable for the payment of all Taxes of the Southern Entities which are attributable to any Pre-Closing Tax Period, whether shown on any original Tax Return or amended Tax Return for the period referred to therein. The Purchaser shall be liable for the payment of all Taxes which are attributable to any Post-Closing Tax Period. All transactions not in the ordinary course of business occurring on the Closing Date after the Purchaser’s purchase of the Southern Entity Shares (other than the Section 338(h)(10) Elections) shall be reported on the Purchaser’s federal Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or as required by Treasury Regulation Section 1.338-1(d)hand.

Apportionment of Taxes. All Except as otherwise provided in Section 5.27 or in this Article VI, (i) the Sellers shall and shall cause the Other Sellers, as the case may be, to bear all Taxes and Tax liabilities with respect of any kind relating to the income, property Assets for all Tax periods or operations portions thereof ending on or before the Closing Date and all Taxes resulting from the disposition of the Southern Entities Assets and the receipt of the Optioned Licenses Fees, and (ii) the Purchaser shall bear all Taxes relating to the Assets for all Tax periods or portions thereof beginning after the Closing Date. For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Tax Period includes, but does not end on, the Closing Date) shall be apportioned between the Sellers, on the one hand, and the Purchaser, on the other hand, based on the portion of the period ending on and including the Closing Date and the portion of the period beginning after the Closing Date, respectively. The amount of any Taxes based on or measured by income or receipts related to the Assets shall be allocated between the Pre-Closing Tax Taxable Period as followsand the Post-Closing Taxable Period on a closing-of-the-books (at midnight on the Closing Date) basis. The amount of other Taxes shall be allocated between the Pre-Closing Taxable Period and the Post-Closing Taxable Period in the following manner: (i) in the case of Taxes that are either (A) based upon or related to income, receipts, capital or net worth, or (B) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible) (other than conveyances pursuant to this Agreementfor the avoidance of doubt, which shall be governed by Section 4.11(d)(iiany income Tax) and Section 4.12(h))that applies ratably to a Straddle Period, such Taxes apportioned the amount of Tax allocable to a portion of the Pre-Closing Tax Straddle Period shall be deemed equal to the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which would be payable if is the Tax year ended with total number of days in such portion of such Straddle Period and the Closing Date; denominator of which is the total number of days in such Straddle Period, and (ii) in the case of sales, value-added and similar transaction-based Taxes imposed on a periodic basis (other than those described in clause (iTransfer Taxes allocated under Section 6.1), including but not limited to property taxes and similar ad valorem obligations, such Taxes shall be deemed allocated to be the amount of such Taxes for the entire Straddle Tax Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Any deferred items taken into income by Treasury Regulation Sections 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 as a result of this transaction shall for these purposes be apportioned to a Pre-Closing Tax Period. Section 4.12(h) shall control the allocation portion of the Taxes thereunder. The Parent and its affiliates shall be liable for Straddle Period in which the payment of all Taxes of the Southern Entities which are attributable to any Pre-Closing Tax Period, whether shown on any original Tax Return or amended Tax Return for the period referred to therein. The Purchaser shall be liable for the payment of all Taxes which are attributable to any Post-Closing Tax Period. All transactions not in the ordinary course of business occurring on the Closing Date after the Purchaser’s purchase of the Southern Entity Shares (other than the Section 338(h)(10) Elections) shall be reported on the Purchaser’s federal Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or as required by Treasury Regulation Section 1.338-1(d)relevant transaction occurred.