Proration of Taxes for Straddle Periods and Certain Other Periods Sample Clauses

Proration of Taxes for Straddle Periods and Certain Other Periods. 16 Section 4. Preparation and Filing of Tax Returns. 18 Section 4.01 General 18 Section 4.02 Parent’s Responsibility 18 Section 4.03 CoalCo’s Responsibility 18 Section 4.04 Tax Accounting Practices 19 Section 4.05 Consolidated or Combined Tax Returns 19 Section 4.06 Right to Review Tax Returns 20 Section 4.07 CoalCo Carryback Items and Claims for Refund 20 Section 4.08 Apportionment of Earnings and Profits and Tax Attributes 21 Section 5. Tax Payments. 21 Section 5.01 Payment of Taxes with Respect to Parent Federal Consolidated Income Tax Returns and Parent State Combined Income Tax Returns 21 Section 5.02 Payment of Taxes with Respect to Joint Returns (Other Than a Parent Federal Consolidated Income Tax Return or Parent State Combined Income Tax Return) and Certain Returns of Other Taxes 22 Section 5.03 Payment of Separate Company Taxes 23 Section 5.04 Indemnification Payments 23 Section 6. Tax Benefits. 24 Section 6.01 Tax Benefits 24 Section 6.02 Parent and CoalCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation 24 Section 7. Tax-Free Status. 24 Section 7.01 Representations 24 Section 7.02 Restrictions on CoalCo 25 Section 7.03 Restrictions on Parent 27 Section 7.04 Procedures Regarding Opinions and Post-Distribution Rulings 27 Section 7.05 Liability for Tax-Related Losses 28 Section 7.06 Section 336(e) Election 30 Section 8. Assistance and Cooperation. 30 Section 8.01 Assistance and Cooperation 30 Section 8.02 Income Tax Return Information 31 Section 8.03 Reliance by Parent 31 Section 8.04 Reliance by CoalCo 32 Section 9. Tax Records. 32 Section 9.01 Retention of Tax Records 32 Section 9.02 Access to Tax Records 32 Section 9.03 Preservation of Privilege 33 Section 10. Tax Contests. 33 Section 10.01 Notice 33 Section 10.02 Control of Tax Contests 34 Section 11. Effective Date; Termination of Prior Intercompany Tax Allocation Agreements. 36 Section 12. Survival of Obligations. 36
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Proration of Taxes for Straddle Periods and Certain Other Periods. 11 Section 4. Preparation and Filing of Tax Returns. 13 Section 4.01 General 13 Section 4.02 Parent’s Responsibility 13 Section 4.03 CoalCo’s Responsibility 13 Section 4.04 Tax Accounting Practices 13 Section 4.05 Consolidated or Combined Tax Returns 13 Section 4.06 Right to Review Tax Returns 14 Section 4.07 CoalCo Carryback Items and Claims for Refund 14 Section 4.08 Apportionment of Earnings and Profits and Tax Attributes 14 Section 5. Tax Payments. 15 Section 5.01 Payment of Taxes with Respect to Parent Federal Consolidated Income Tax Returns and Parent State Combined Income Tax Returns 15 Section 5.02 Payment of Taxes with Respect to Joint Returns (Other Than a Parent Federal Consolidated Income Tax Return or Parent State Combined Income Tax Return) and Certain Returns of Other Taxes 15 Section 5.03 Payment of Separate Company Taxes 16 Section 5.04 Indemnification Payments 16
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Proration of Taxes for Straddle Periods and Certain Other Periods 
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Related to Proration of Taxes for Straddle Periods and Certain Other Periods

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Allocation of Straddle Period Taxes In the case of any Straddle Period:

  • Allocation of Tax Liability In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners in proportion to their respective Sharing Ratios. The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and then to pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

  • Allocation of Taxes For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions:

  • Proration of Taxes For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

  • Apportionment of Tax Attributes (i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

  • No Deduction for Certain Taxes Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the Issuing Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender and the Issuing Lender, Taxes by the jurisdiction of such Lender’s Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Lender, the Issuing Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, the Issuing Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (d) of this Section 2.14 and such Lender, the Issuing Lender, or the Administrative Agent could have provided such forms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

  • Straddle Period Taxes Sellers shall, at their own expense, prepare and timely file all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied (i) on the owner of the Transferred Loans for any taxable period that begins before the Applicable Cut-Off Time and ends after the Applicable Cut-Off Time and (ii) on the owner of all other Purchased Assets for any taxable period that begins before the Applicable Closing Date and ends after the Applicable Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Applicable Cut-Off Time or the Applicable Closing Date, as appropriate. Buyers shall be liable for and shall indemnify Sellers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Applicable Cut-Off Time for the Transferred Loans and after the Applicable Closing Date for all other Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Sellers shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Applicable Cut-Off Time for the Transferred Loans and ending on or before the Applicable Closing Date for all other Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended at the Applicable Cut-Off Time or on the Applicable Closing Date, as appropriate. Any material Tax Return for a Straddle Period shall be submitted to Buyers by Sellers at least ten (10) Business Days prior to the due date of such Tax Return (taking valid extensions into account). Buyers will pay to Sellers, within two (2) Business Days after the filing of any such Tax Return by Sellers, an amount equal to the portion of the Straddle Period Taxes reflected on such Tax Return for which Buyers are liable under this Section 6.11. For the avoidance of doubt, Straddle Period Taxes do not include any Taxes owed by an Obligor with respect to real property securing any Transferred Loan.

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, shall be paid by the Acquiror Principal Shareholder when due, and the Acquiror Principal Shareholder will, at their expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, the Acquiree will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

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