Calculation of Tax Liability. The Company has sufficient records to permit accurate calculation of the tax liability or relief which would arise upon a disposal or realisation on completion of each asset owned by the Company at the Balance Sheet Date or acquired by the Company before Completion.
Calculation of Tax Liability. Consistent with Section 9.1, and based on the best current information available as of Closing, the proration of Taxes shall be made between the Parties as an adjustment to the Purchase Price pursuant to Section 2.4 and thereafter pursuant to the provision of Section 14.3.
Calculation of Tax Liability. Consistent with Section 7.1 and with respect to the tax liability apportioned in Section 7.1, if any Taxes are incurred by Seller for a tax period which commences prior to the Effective Time and extends for a period after the Effective Time, then the respective Parties’ liability, if any, for such Taxes for both the period prior to the Effective Time and the period subsequent to the Effective Time shall be determined by prorating such Taxes to Seller in the ratio that the number of days in the assessment period, as appropriate, before the Effective Time bears to the total number of days in the assessment period, and to the Buyer in the ratio that the number of days in the assessment period on or after the Effective Time bears to the total number of days in the assessment period. Based on the best current information available as of Closing, the proration shall be made between the Parties as a post-closing settlement in accordance with Article 11.
Calculation of Tax Liability. If any Taxes relating to the ownership of the Property are incurred by Seller or Buyer for a tax period which commences prior to the Closing Date, then the respective parties' liability, if any, for such Taxes for both the period prior to the Closing Date and the period subsequent to the Closing Date shall be determined by prorating such Taxes between Seller and Buyer to the Closing Date in the ratio that the number of days in the taxable period or assessment period, as appropriate, before the Closing Date bears to the total number of days in the Taxable period or assessment period, as appropriate, after the Closing Date.
Calculation of Tax Liability. (a) [Reserved]
(b) The principles of Treasury Regulation Section 1.1502-76
Calculation of Tax Liability. ICN Tax Sharing Agreement
Calculation of Tax Liability. Consistent with Section 9.1 and with respect to the tax liability apportioned in Section 9.1, if any Taxes relating to the assessment of Taxes on ownership or operation of Assets are incurred by Seller for a tax period which commences prior to the Effective Time and extends for a period after the Effective Time, then the respective parties’ liability, if any, for such Taxes for both the period prior to the Effective Time and the period subsequent to the Effective Time shall be determined by prorating such Taxes to Seller in the ratio that the number of days in the assessment period before the Effective Time bears to the total number of days in the assessment period, and to the Buyer in the ratio that the number of days in the assessment period on or after the Effective Time bears to the total number of days in the assessment period. Based on the best current information available as of the Closing Date, the proration shall be made between the parties as an adjustment to the Purchase Price in accordance with Section 2.4.
Calculation of Tax Liability. Consistent with Section 9.1 and with respect to the tax liability apportioned in Section 9.1, if any Taxes are incurred by Seller for a tax period which commences prior to the Effective Time and extends for a period after the Effective Time, then the respective parties' liability, if any, for such Taxes for both the period prior to the Effective Time and the period subsequent to the Effective Time shall be determined by prorating such Taxes to Seller in the ratio that the number of days in the assessment period, as appropriate, before the Effective Time bears to the total number of days in the assessment period, and to the Buyer in the ratio that the number of days in the assessment period on or after the Effective Time bears to the total number of days in the assessment period. Based on the best current information available as of Closing, the proration shall be made between the parties as an adjustment to the Purchase Price in accordance with Section 2.4. Taxes for the Tax Year 2002 will be due and payable by Buyer on or about November 30, 2002, and will include the portion of such 2002 Tax Year during which Seller owned the Assets (i.e., January 1, 2002 through March 31, 2002). Therefore, Seller shall provide an estimate of the 2002 taxes no later than five (5) days prior to the Closing Date, with reasonable and adequate calculations indicating the basis for such estimate. The parties shall agree to such estimate as a condition of Closing. Buyer shall receive a downward adjustment to the Purchase Price for such estimated amount of Taxes for January 1, 2002 through March 31, 2002. Said estimated amount shall be included in the Preliminary Settlement Statement. Buyer shall not be required to refund any amount to Seller, and Seller shall not be required to pay any additional amount to Buyer in the event the actual 2002 ad valorem taxes are less or greater than such estimate.
Calculation of Tax Liability. (a) Except to the extent otherwise provided in this Agreement, Siemens shall be liable for all Taxes due in respect of all Siemens Consolidated Tax Returns, subject to reimbursement from USI as contemplated by this Paragraph 3 (the "Siemens Consolidated Return Liability").
(b) The portion of the Siemens Consolidated Return Liability which is payable by USI and the USI Subsidiaries shall be determined in the following manner:
(i) Commencing with the period beginning on the date of closing of an IPO, with respect to any taxable period (or portion thereof) during which USI is included in any Siemens Consolidated Tax Return, the Tax Liability (as defined below) of USI and the USI Subsidiaries for such taxable period for such Tax Return shall be determined on a hypothetical separate Tax Return basis as if USI and the USI Subsidiaries were not included in such Siemens Consolidated Tax Return commencing on the date of the IPO. To the extent USI and/or any of the USI Subsidiaries could have filed a separate consolidated or combined Tax Return for such taxable period, the hypothetical separate Tax Liability shall be computed on such a basis. (This hypothetical consolidated or combined Tax Liability, together with the hypothetical separate Tax Liability of USI and any USI Subsidiaries which could not be included in the hypothetical consolidated or combined Tax Return, is referred to as the "Separate Return Tax Liability.")
(ii) For purposes of subparagraph (i), "Tax Liability" shall be the federal, state and local Tax liability determined in a manner consistent with the computation of the Siemens Consolidated
Calculation of Tax Liability. (a) Except to the extent otherwise provided in this Agreement, and subject to the payments by NBC and the NBC Subsidiaries contemplated by this Agreement, GE will be solely responsible and liable for the payment of all Taxes in respect of all GE Consolidated Tax Returns (the "GE CONSOLIDATED RETURN LIABILITY").
(b) The portion of the GE Consolidated Return Liability for any Taxable Year or transaction of NBC or any NBC Subsidiary ending after the Closing Date that is payable by NBC and the NBC Subsidiaries will be determined in the following manner:
(1) If any Taxable Year or transaction of NBC or any NBC Subsidiary ending after the Closing Date is included in a GE Consolidated Tax Return, the related Tax Liability (as defined below) of NBC or such NBC Subsidiary for such Taxable Year or event will be determined on a hypothetical separate Tax Return basis as if NBC and the NBC Subsidiaries had never been included in any such GE Consolidated Tax Return. To the extent that NBC and any of such NBC Subsidiaries could have filed a separate consolidated, combined, joint, or other similar Tax Return for such type of Tax and Taxable Year or transaction, such Tax Liability will be computed on the basis of such a hypothetical consolidated, combined, joint, or other similar Tax Return for such Taxable Year or transaction and for prior Taxable Years (e.g., without any hypothetical effects of deconsolidation from the GE Affiliated Group, but with prior adjustments to basis in the stock of NBC Subsidiaries). (For each GE Consolidated Tax Return, the sum of such consolidated, combined or joint Tax Liabilities, together with the separate Tax Liabilities of NBC and any such NBC Subsidiaries that could not have been included in the hypothetical consolidated, combined or joint Tax Returns, is referred to as the "SEPARATE RETURN TAX Liability.")
(2) For purposes of this Agreement, "TAX LIABILITY" means a hypothetical Federal, State, local, or foreign Tax liability, including any applicable alternative minimum Tax (as defined in Section 55 of the Code) and any State or local or foreign minimum Tax. In addition, the following modifications and additional rules will apply in determining Tax Liability:
