Common use of Certain Operating Conventions and Procedures Clause in Contracts

Certain Operating Conventions and Procedures. (i) For all Tax purposes the Closing shall be deemed to occur as of the close of the Company's business activities on the Closing Date, and, in the case of Pre-Acquisition Taxable Periods ending on the Closing Date, all of the Company's income, gains and other Tax items attributable to the Closing Date shall be included and reported by the Company in Tax Returns (including federal Form 1065 and any similar state return) of the Company for such Pre-Acquisition Taxable Periods to be filed following the Closing and all Taxes attributable to the Company's income, gains or other taxable items for the Closing Date shall be reported on such Tax Returns. (ii) The allocation of any Tax Liability between the portion of any Straddle Period ending on the Closing Date and the portion of such Straddle Period after such date shall be made by means of a closing of the books and records of the Company as of the close of business on the Closing Date as if a taxable period ended as of the close of such date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on and inclusive of the Closing Date (the "PRE-CLOSING PERIOD") and the period following the Closing Date (the "POST-CLOSING PERIOD") in the proportion which the number of days in each such period bears to the total number of days in the Straddle Period; and provided further, if as of the Closing Date the Company is a partner in any partnership which has a Tax year that does not end as of the Closing Date, any tax liability attributable to such partnership's activities shall be allocated between the Pre-Closing Period and the Post-Closing Period in the same manner based upon the number of days in each such period.

Certain Operating Conventions and Procedures. (i) For all Tax purposes the Closing shall be deemed to occur as of the close of the Company's business activities on the Closing DateMarch 1, 1999, and, in the case of Pre-Acquisition Taxable Periods ending on the Closing DateMarch 1, 1999, all of the Company's income, gains and other Tax items attributable to the Closing Date March 1, 1999 shall be included and reported by the Company in Tax Returns (including federal Form 1065 and any similar state return) of the Company for such Pre-Acquisition Taxable Periods to be filed following the Closing and all Taxes attributable to the Company's income, gains or other taxable items for the Closing Date March 1, 1999 shall be reported on such Tax Returns. (ii) The allocation of any Tax Liability between the portion of any Straddle Period ending on the Closing Date March 1, 1999 and the portion of such Straddle Period after such date shall be made by means of a closing of the books and records of the Company as of the close of business on the Closing Date March 1, 1999 as if a taxable period ended as of the close of such date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on and inclusive of the Closing Date March 1, 1999 (the "PRE-CLOSING PERIOD") and the period following the Closing Date March 1, 1999 (the "POST-CLOSING PERIOD") in the proportion which the number of days in each such period bears to the total number of days in the Straddle Period; and provided further, if as of the Closing Date March 1, 1999 the Company is a partner in any partnership which has a Tax year that does not end as of the Closing DateMarch 1, 1999, any tax liability attributable to such partnership's activities shall be allocated between the Pre-Closing Period and the Post-Closing Period in the same manner based upon the number of days in each such period.

Certain Operating Conventions and Procedures. (i) For all Tax purposes the Closing shall be deemed to occur as of the close of the CompanySeller's business activities on the Closing Date, and, in the case of Pre-Acquisition Taxable Periods ending on the Closing Date, and all of the CompanySeller's income, gains and other Tax items attributable to the Closing Date shall be included and reported by the Company Seller in Tax Returns (including federal Form 1065 and any similar state return) of the Company for such Pre-Acquisition Taxable Periods Seller to be filed following the Closing and that all Taxes attributable to the CompanySeller's income, gains or other taxable items for the Closing Date shall be reported on such Tax Returnspaid by Seller. (ii) The allocation of any Tax Liability between the portion of any Straddle Period ending on the Closing Date Date, and the portion of such Straddle Period after such date shall be made by means of a closing of the books and records of the Company Seller as of the close of business on the Closing Date as if a taxable period ended as of the close of such date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period 29 37 ending on and inclusive of the Closing Date (the "PRE-CLOSING PERIOD") and the period following the Closing Date (the "POST-CLOSING PERIOD") in the proportion which the number of days in each such period bears to the total number of days in the Straddle Period; . With respect to Straddle Periods, (A) Seller shall be responsible for and provided furthershall pay all Taxes attributable to the business, if as assets, employees and activities of Seller (including but not limited to all activities related to the Acquired Assets) through to and inclusive of the Closing Date and all Taxes attributable to the Company is a partner in any partnership which has a Tax year that does not end as business, assets, employees and activities of Seller after the Closing Date, any tax liability and (B) Buyer shall be responsible for and shall pay all Taxes attributable to such partnershipthe Acquired Assets and Buyer's activities related thereto after the Closing Date (hereinafter the liability for Taxes described in this clause (B) shall be allocated between referred to as "BUYER TAX LIABILITIES"). (iii) Without limitation in any manner on the Pre-Closing Period foregoing, all Taxes attributable to the transfer of the Acquired Assets by Seller to Buyer as contemplated by this Agreement, including but not limited to income, sales and transfer Taxes, shall be the Post-Closing Period in the same manner based upon the number responsibility of days in each such periodand shall be paid by Seller.

Certain Operating Conventions and Procedures. (i) For all Tax purposes the Closing shall be deemed to occur as of the close of the Company's business activities on the Closing Date, andand that, in the case of Pre-Acquisition PreAcquisition Taxable Periods ending on the Closing Date, all of the Company's income, gains and other Tax items attributable to the Closing Date shall be included and reported by the Company in Tax Returns (including federal Form 1065 and any similar state return) of the Company for such Pre-Acquisition Taxable Periods to be filed following the Closing and that all Taxes attributable to the Company's income, gains or other taxable items for the Closing Date shall be reported on such Tax Returns. (ii) The allocation of any Tax Liability between the portion of any Straddle Period ending on the Closing Date and the portion of such Straddle Period after such date shall be made by means of a closing of the books and records of the Company as of the close of business on the Closing Date as if a taxable period ended as of the close of such date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on and inclusive of the Closing Date (the "PRE-CLOSING PERIOD") and the period following the Closing Date (the "POST-CLOSING PERIOD") in the proportion which the number of days in each such period bears to the total number of days in the Straddle Period; and provided further, if as of the Closing Date the Company is a partner in any partnership which has a Tax year that does not end as of the Closing Date, any tax liability attributable to such partnership's activities shall be allocated between the Pre-Closing Period and the Post-Closing Period in the same manner based upon the number of days in each such period.

Certain Operating Conventions and Procedures. (i) For all Tax purposes the Closing shall be deemed to occur as of the close of the Company's business activities on the Closing Date, and, in the case of Pre-Acquisition Taxable Periods ending on the Closing Date, all of the Company's and its Subsidiaries' income, gains and other Tax items attributable to the Closing Date shall be included and reported by the Company and its Subsidiaries in Tax Returns (including federal Form 1065 and any similar state return) of the Company and its Subsidiaries for such Pre-Acquisition Taxable Periods to be filed following the Closing and that all Taxes attributable to the Company's or its Subsidiaries income, gains or other taxable items for the Closing Date shall be reported on such Tax Returns. (ii) The allocation of any Tax Liability between the portion of any Straddle Period ending on the Closing Date and the portion of such Straddle Period after such date shall be made by means of a closing of the books and records of the Company and its Subsidiaries as of the close of business on the Closing Date as if a taxable period ended as of the close of such date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on and inclusive of the Closing Date (the "PRE-CLOSING PERIOD") and the period following the Closing Date (the "POST-CLOSING PERIOD") in the proportion which the number of days in each such period bears to the total number of days in the Straddle Period; and provided further, if as of the Closing Date the Company is a partner in any partnership which has a Tax year that does not end as of the Closing Date, any tax liability attributable to such partnership's activities shall be allocated between the Pre-Closing Period and the Post-Closing Period in the same manner based upon the number of days in each such period.PRE-

Certain Operating Conventions and Procedures. (i) For all Tax purposes the Closing shall be deemed to occur as of the close of the Company's business activities on the Closing Date, and, in the case of Pre-Acquisition Taxable Periods ending on the Closing Date, all of the Company's income, gains and other Tax items attributable to the Closing Date shall be included and reported by the Company in Tax Returns (including federal Form 1065 and any similar state return) of the Company for such Pre-Acquisition Taxable Periods to be filed following the Closing and that all Taxes attributable to the Company's income, gains or other taxable items for the Closing Date shall be reported on such Tax Returns. (ii) The allocation of any Tax Liability between the portion of any Straddle Period ending on the Closing Date and the portion of such Straddle Period after such date shall be made by means of a closing of the books and records of the Company as of the close of business on the Closing Date as if a taxable period ended as of the close of such 32 38 date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on and inclusive of the Closing Date (the "PRE-CLOSING PERIOD") and the period following the Closing Date (the "POST-CLOSING PERIOD") in the proportion which the number of days in each such period bears to the total number of days in the Straddle Period; and provided further, if as of the Closing Date the Company is a partner in any partnership which has a Tax year that does not end as of the Closing Date, any tax liability attributable to such partnership's activities shall be allocated between the Pre-Closing Period and the Post-Closing Period in the same manner based upon the number of days in each such period.

Certain Operating Conventions and Procedures. (i) For all Tax purposes the Closing shall be deemed to occur as of the close of the Company's business activities on the Closing Date, and, in the case of Pre-Acquisition Taxable Periods ending on the Closing Date, all of the Company's income, gains and other Tax items attributable to the Closing Date shall be included and reported by the Company in Tax Returns (including federal Form 1065 and any similar state return) of the Company for such Pre-Acquisition Taxable Periods to be filed following the Closing and all Taxes attributable to the Company's income, gains or other taxable items for the Closing Date shall be reported on such Tax Returns. (ii) The allocation of any Tax Liability between the portion of any Straddle Period ending on the Closing Date and the portion of such Straddle Period after such date shall be made by means of a closing of the books and records of the Company as of the close of business on the Closing Date as if a taxable period ended as of the close of such date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on and inclusive of the Closing Date (the "PRE-CLOSING PERIOD") and the period following the Closing Date (the "POST-CLOSING PERIOD") in the proportion which the number of days in each such period bears to the total number of days in the Straddle Period; and provided further, if as of the Closing Date the Company is a partner in any partnership which has a Tax year that does not end as of the Closing Date, any tax liability attributable to such partnership's activities shall be allocated between the Pre-Closing Period and the Post-Closing Period in the same manner based upon the number of days in each such period.in

Certain Operating Conventions and Procedures. (i1) For The parties acknowledge and agree that, for U.S. federal and California income Tax purposes, the 1997 taxable year of the Company shall end as of the close of business on the Fiscal Close Date. The parties further agree that for all Tax purposes the Closing shall be deemed to occur as of the close of prior to the Company's opening of business activities or accrual or receipt of any income on the Closing Date, and, in the case of Pre-Acquisition Taxable Periods ending on the Closing Date, and that all of the Company's income, gains and other Tax items attributable to the Closing Date shall be included and reported by the Company Purchaser in Tax Returns (including federal Form 1065 and any similar state return) of the Company for such Pre-Post- Acquisition Taxable Periods to be filed following the Closing and that all Taxes attributable to the Company's income, gains or other taxable Tax items for the Closing Date shall be reported on such Tax Returnspaid by the Purchaser. (ii2) The allocation of any Tax Liability between the portion of any Straddle Period ending on the Closing Date Date, and the portion of such Straddle Period after such date shall be made by means of a closing of the books and records of the Company as of the close of business on the Closing Fiscal Close Date as if a taxable period ended as of the close of such date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on and inclusive of the Closing Date (the "PRE-CLOSING PERIOD") such date and the period following the Closing Date (the "POST-CLOSING PERIOD") after such date in the proportion which the number of days in each such period bears to the total number of days in the Straddle Period; . (3) The allocation of any Tax Liability to the Stub Period (if any) shall be made by treating such Stub Period as a separate taxable period for purposes of Taxes payable by or assessable against the Company based on a closing (4) Except as provided otherwise in Section 5.02(b)(3)(ii), for federal and provided furtherstate income tax purposes the parties shall treat the exchange transaction contemplated hereunder as a contribution by the Partners of property to Purchaser in a transaction subject to Code Section 721(a) and, if as to the extent of the Closing Date cash payments made by Purchaser pursuant to Section 2.03, Code Section 731(a). For all such purposes the Company is a partner in any partnership which has a Tax year that does not end as of the Closing Date, any tax liability attributable to such partnership's activities Partners shall be allocated between treated as receiving the Pre-Closing Period Units and the Post-Closing Period cash in the same manner based upon the number capacity of days in each such periodpartners making contributions to Purchaser.