Common use of Computation of Tax Liabilities Clause in Contracts

Computation of Tax Liabilities. To the extent permitted or required by Applicable Law or administrative practice, (i) the taxable period of the Company that began on January 1 of the calendar year which includes the Closing Date shall be treated as closing as of the close of business on the Closing Date, notwithstanding the foregoing, (ii) all transactions not in the ordinary course of business and properly allocable thereunder to the portion of the day after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by Applicable Law, and (iii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). For purposes of this Agreement, where it is necessary to apportion between Seller and Purchaser the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. In determining Seller's liability for Taxes pursuant to this Agreement, Seller shall be credited with the amount of estimated or actual Taxes paid by or on behalf of the Company prior to the Closing. To the extent that Seller's liability for Taxes of the Company for a Straddle Period is less than the amount of estimated or actual Taxes previously paid by or on behalf of the Company with respect to such Straddle Period, Purchaser shall pay Seller the difference within three (3) days of the filing of the Tax Return relating to such Tax. Purchaser shall pay Seller the value of any Tax Credit used by Purchaser to offset premium Taxes on premiums written in any Post-Closing tax period to the extent that such credits are attributable to payments made by or on behalf of Company prior to or on the Closing Date within three (3) days of the filing of the Tax Return relating to such Tax. Parent, Seller and the Purchaser further agree to file all Tax Returns (including, without limitation, all State income Tax Returns), handle the contest of any audit and otherwise act for all Tax purposes consistent with the provisions of this Section 10.3.

Computation of Tax Liabilities. To the extent permitted or required by Applicable Law or administrative practice, (i) the taxable period of the Company RSA SLISI that began on January 1 of the calendar year which includes the Closing Date shall be treated as closing as of the close of business on the Closing Date, notwithstanding the foregoing, (ii) all transactions not in the ordinary course of business and properly allocable thereunder to the portion of the day after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by Applicable Law, and (iii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). For purposes of this Agreement, where it is necessary to apportion between Seller and Purchaser the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. In determining Seller's liability for Taxes pursuant to this Agreement, Seller shall be credited with the amount of estimated or actual Taxes paid by or on behalf of the Company RSA SLISI prior to the Closing. To the extent that Seller's liability for Taxes of the Company RSA SLISI for a Straddle Period is less than the amount of estimated or actual Taxes previously paid by or on behalf of the Company RSA SLISI with respect to such Straddle Period, Purchaser shall pay Seller the difference within three (3) days of the filing of the Tax Return relating to such Tax. Purchaser shall pay Seller the value of any Tax Credit used by Purchaser to offset premium Taxes on premiums written in any Post-Closing tax period to the extent that such credits are attributable to payments made by or on behalf of Company prior to or on the Closing Date within three (3) days of the filing of the Tax Return relating to such Tax. Parent, Seller and the Purchaser further agree to file all Tax Returns (including, without limitation, all State income Tax Returns), handle the contest of any audit and otherwise act for all Tax purposes consistent with the provisions of this Section 10.36.3.

Computation of Tax Liabilities. (a) To the extent permitted or required by Applicable Law or administrative practice, (i) the taxable period year of Holdings and each of the Company Transferred Companies that began on January 1 of the calendar year which includes the Closing Date shall be treated as closing as of the close of business on (and including) the Closing DateDate and, notwithstanding the foregoing, (ii) all transactions of or with respect to the Acquiror Sub Surviving Corporation or any of the Transferred Companies not in the ordinary course of business and properly allocable thereunder to the portion of the day occurring after the Closing shall be reported on PurchaserAcquiror's or the Acquiror Sub Surviving Corporation's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation section Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser Acquiror or its Affiliates to the extent permitted by Applicable Law, and (iii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). For purposes of this AgreementSection 6.2(a) and (b), where it is necessary to apportion between Seller Parent and Purchaser Acquiror the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 6.2(a) and 6.3(a)(ii), and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. In determining Seller's ; provided, however, that if the capital structure of an entity is changed after the Closing Date, the Tax liability for Taxes pursuant to this Agreement, Seller shall be credited with the amount of estimated or actual Taxes paid by or on behalf of the Company prior to the Closing. To the extent that Seller's liability for Taxes of the Company entity for a Straddle Period is less than apportioned to the amount of estimated or actual Taxes previously paid by or on behalf period deemed to end at the close of the Company with respect to Closing Date shall not exceed the Tax liability which would have been due if the Tax liability had been calculated as of such Straddle Perioddate, Purchaser shall pay Seller based on the difference within three (3) days income, assets, capital, liability and other attributes of the filing of the Tax Return relating to such Tax. Purchaser shall pay Seller the value of any Tax Credit used by Purchaser to offset premium Taxes on premiums written in any Post-Closing tax period to the extent that such credits are attributable to payments made by or on behalf of Company prior to or entity on the Closing Date within three (3) days of the filing of the Tax Return relating to such Tax. Parent, Seller and the Purchaser further agree to file all Tax Returns (including, without limitation, all State income Tax Returns), handle the contest of any audit and otherwise act for all Tax purposes consistent with the provisions of this Section 10.3Date.

Computation of Tax Liabilities. (a) To the extent permitted or required by Applicable Law or administrative practice, . (i) the taxable period year of Holdings and each of the Company Transferred Companies that began on January 1 of the calendar year which includes the Closing Date shall be treated as closing as of the close of business on (and including) the Closing DateDate and, notwithstanding the foregoing, (ii) all transactions of or with respect to the Acquiror Sub Surviving Corporation or any of the Transferred Companies not in the ordinary course of business and properly allocable thereunder to the portion of the day occurring after the Closing shall be reported on PurchaserAcquiror's or the Acquiror Sub Surviving Corporation's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation section Section 1.1502-76(b)(1)(ii)(B76(b)(l)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser Acquiror or its Affiliates to the extent permitted by Applicable Law, and (iii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). For purposes of this AgreementSection 6.2(a) and (b), where it is necessary to apportion between Seller Parent and Purchaser Acquiror the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 6.2(a) and 6.3(a)(ii), and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. In determining Seller's ; provided, however, that if the capital structure of an entity is changed after the Closing Date, the Tax liability for Taxes pursuant to this Agreement, Seller shall be credited with the amount of estimated or actual Taxes paid by or on behalf of the Company prior to the Closing. To the extent that Seller's liability for Taxes of the Company entity for a Straddle Period is less than apportioned to the amount of estimated or actual Taxes previously paid by or on behalf period deemed to end at the close of the Company with respect to Closing Date shall not exceed the Tax liability which would have been due if the Tax liability had been calculated as of such Straddle Perioddate, Purchaser shall pay Seller based on the difference within three (3) days income, assets, capital, liability and other attributes of the filing of the Tax Return relating to such Tax. Purchaser shall pay Seller the value of any Tax Credit used by Purchaser to offset premium Taxes on premiums written in any Post-Closing tax period to the extent that such credits are attributable to payments made by or on behalf of Company prior to or entity on the Closing Date within three (3) days of the filing of the Tax Return relating to such Tax. Parent, Seller and the Purchaser further agree to file all Tax Returns (including, without limitation, all State income Tax Returns), handle the contest of any audit and otherwise act for all Tax purposes consistent with the provisions of this Section 10.3Date.

Computation of Tax Liabilities. To the extent permitted or required by Applicable Law law or administrative practice, (i) the taxable period year of the Company that began on January 1 of the calendar year which includes the Merger Closing Date shall be treated as closing as on the Merger Closing Date. Where it is necessary for purposes of this Agreement to apportion between Sellers and Open Energy the Taxes of the close of business Company or Buyer for a taxable year or period (or portion thereof) that includes but does not end on the Closing Date, notwithstanding the foregoing, Date (iia “Straddle Period”) all transactions not in the ordinary course of business and properly allocable thereunder to the portion of the day after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by Applicable Law, and (iii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). For purposes of this Agreement, where it is necessary to apportion between Seller and Purchaser the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Merger Closing Date), such liability shall be apportioned between the period deemed to end at on the close of the Merger Closing Date, and the period deemed to begin at the beginning of the day following the Merger Closing Date on the basis of an interim closing of the books, except that Taxes (such as real or personal property Taxes) imposed on a periodic basis and not imposed on income or receipts shall be allocated on a daily basisbasis (based upon a fraction the numerator of which is the number of days in the taxable period ending on the Merger Closing Date and the denominator of which is the number of days in the entire taxable period); provided, however, that Taxes allocated to the period prior to the Merger Closing Date shall not be adversely affected by an extraordinary action or transaction or change in the assets or operations of the Company that occurs after the Effective Time. In determining Seller's liability for Taxes pursuant All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company. Notwithstanding anything to the contrary in this Agreement, Seller Buyer shall be credited with responsible for any Taxes attributable to the amount of estimated or actual transactions contemplated by this Agreement, including any Taxes paid by or on behalf arising from the failure of the Company prior Merger to the Closing. To the extent that Seller's liability for Taxes qualify as a tax-free reorganization under section 368 of the Company for a Straddle Period is less than the amount of estimated or actual Taxes previously paid by or on behalf of the Company with respect to such Straddle Period, Purchaser shall pay Seller the difference within three (3) days of the filing of the Tax Return relating to such Tax. Purchaser shall pay Seller the value of any Tax Credit used by Purchaser to offset premium Taxes on premiums written in any Post-Closing tax period to the extent that such credits are attributable to payments made by or on behalf of Company prior to or on the Closing Date within three (3) days of the filing of the Tax Return relating to such Tax. Parent, Seller and the Purchaser further agree to file all Tax Returns (including, without limitation, all State income Tax Returns), handle the contest of any audit and otherwise act for all Tax purposes consistent with the provisions of this Section 10.3Code.

Computation of Tax Liabilities. (a) To the extent permitted or required by Applicable Law or administrative practice, (i) the taxable period year of Holdings and each of the Company Transferred Companies that began on January 1 of the calendar year which includes the Closing Date shall be treated as closing as of the close of business on (and including) the Closing DateDate and, notwithstanding the foregoing, (ii) all transactions of or with respect to the Acquiror Sub Surviving Corporation or any of the Transferred Companies not in the ordinary course of business and properly allocable thereunder to the portion of the day occurring after the Closing shall be reported on PurchaserAcquiror's or the Acquiror Sub Surviving Corporation's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation section Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser Acquiror or its Affiliates to the extent permitted by Applicable Law, and (iii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). For purposes of this AgreementSection 6.2(a) and (b), where it is necessary to apportion between Seller Parent and Purchaser Acquiror the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 6.2(a) and 6.3(a)(ii), and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. In determining Seller's ; PROVIDED, HOWEVER, that if the capital structure of an entity is changed after the Closing Date, the Tax liability for Taxes pursuant to this Agreement, Seller shall be credited with the amount of estimated or actual Taxes paid by or on behalf of the Company prior to the Closing. To the extent that Seller's liability for Taxes of the Company entity for a Straddle Period is less than apportioned to the amount of estimated or actual Taxes previously paid by or on behalf period deemed to end at the close of the Company with respect to Closing Date shall not exceed the Tax liability which would have been due if the Tax liability had been calculated as of such Straddle Perioddate, Purchaser shall pay Seller based on the difference within three (3) days income, assets, capital, liability and other attributes of the filing of the Tax Return relating to such Tax. Purchaser shall pay Seller the value of any Tax Credit used by Purchaser to offset premium Taxes on premiums written in any Post-Closing tax period to the extent that such credits are attributable to payments made by or on behalf of Company prior to or entity on the Closing Date within three (3) days of the filing of the Tax Return relating to such Tax. Parent, Seller and the Purchaser further agree to file all Tax Returns (including, without limitation, all State income Tax Returns), handle the contest of any audit and otherwise act for all Tax purposes consistent with the provisions of this Section 10.3Date.

Computation of Tax Liabilities. To the extent permitted ------------------------------- or required by Applicable Law or administrative practice, (i) the taxable period year of the Company that began on January 1 or any of the calendar year its Subsidiaries which includes the Closing Date shall be treated as closing as of the close of business on (and including) the Closing DateDate and, notwithstanding the foregoing, (ii) all transactions not in the ordinary course of business and properly allocable thereunder to occurring after the portion effective time of the day after the Closing shall be reported on PurchaserBuyer's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation section Regulations Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser the Buyer or its Affiliates affiliates to the extent permitted by Applicable Law, and (iii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items)law. For purposes of this AgreementSection 4.7(c)(i) and (c)(ii), where it is necessary to apportion between the Seller and Purchaser the Buyer the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Section 4.7(d)(ii), and the period deemed to begin at the beginning of the day immediately following the Closing Date on the basis of an interim closing of the books; provided that exemptions, except allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period up to and including the Closing Date and the portion of the Straddle Period following the Closing Date in proportion to the number of days in each such period; and provided further -------- ------- that Taxes imposed on a periodic basis (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. In determining Seller's liability for Taxes pursuant to this Agreement, Seller shall be credited with between the amount of estimated or actual Taxes paid by or on behalf portion of the Company prior to the Closing. To the extent that Seller's liability for Taxes of the Company for a Straddle Period is less than the amount of estimated or actual Taxes previously paid by or on behalf of the Company with respect up to such Straddle Period, Purchaser shall pay Seller the difference within three (3) days of the filing of the Tax Return relating to such Tax. Purchaser shall pay Seller the value of any Tax Credit used by Purchaser to offset premium Taxes on premiums written in any Post-Closing tax period to the extent that such credits are attributable to payments made by or on behalf of Company prior to or on and including the Closing Date within three (3) days and the portion of the filing Straddle Period following the Closing Date in proportion to the number of the Tax Return relating to days in each such Tax. Parent, Seller and the Purchaser further agree to file all Tax Returns (including, without limitation, all State income Tax Returns), handle the contest of any audit and otherwise act for all Tax purposes consistent with the provisions of this Section 10.3period.