Common use of Straddle Period Tax Allocation Clause in Contracts

Straddle Period Tax Allocation. To the extent permitted by law, EFH and Reorganized TCEH shall elect, or cause an election to be made, to close the taxable year of each Reorganized TCEH Entity as of the close of the Distribution Date. In the case of any Straddle Period, the amount of any Income Taxes attributable to the portion of the Straddle Period ending on, or beginning after, the Distribution Date shall be made by means of a closing of the books and records of such Reorganized TCEH Entity as of the close of the Distribution Date; provided, that in the case of Non-Income Taxes that are periodic Taxes (e.g., property Taxes) and exemptions, allowances, and deductions that are calculated on an annual basis (such as depreciation deductions), such Taxes, exemptions, allowances, and deductions shall be allocated between the portion of the Straddle Period ending at the end of the Distribution Date and the portion beginning after the Distribution Date based upon the ratio of (a) the number of days in the relevant portion of the Straddle Period to (b) the number of days in the entire Straddle Period; provided, however, that in allocating any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existed; provided, further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a portion of the Distribution Date following the Distribution, shall be allocable to the portion of the Straddle Period beginning after the Distribution Date.

Straddle Period Tax Allocation. To the extent permitted by lawFor purposes of this Agreement, EFH and Reorganized TCEH shall elect, or cause an election to be made, to close the taxable year of each Reorganized TCEH Entity as of the close of the Distribution Date. In in the case of any Tax of the Acquired Companies that is payable with respect to any Straddle Period, the portion of any such Tax that is allocable to the Pre-Closing Tax Period shall: (a) in the case of Taxes that are (i) based upon or measured by income or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), or (c) sales and use taxes, value-added taxes, employment taxes, withholding taxes or similar Taxes, be deemed equal to the amount that would be payable if the Tax year ended at the end of the Closing Date; and (b) in the case of Taxes other than those described in clause (a), be deemed to be the amount of any Income such Taxes attributable to for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending onon the Closing Date, or beginning after, and the Distribution Date shall be made by means denominator of a closing which is the number of the books and records of such Reorganized TCEH Entity as of the close of the Distribution Date; provided, that calendar days in the case of Non-Income Taxes entire Straddle Period; provided that are periodic Taxes (e.g., property Taxesx) and exemptions, allowances, and allowances or deductions that are calculated on an annual basis (such as including, but not limited to, depreciation and amortization deductions), such Taxes, exemptions, allowances, and deductions ) shall be allocated between the portion of period ending on the Straddle Period ending at the end of the Distribution Closing Date and the portion period beginning after the Distribution Closing Date based upon the ratio of (a) in proportion to the number of days in each period and (y) all transactions engaged in by Purchaser or the relevant portion Acquired Companies at the direction of the Straddle Period to (b) the number Purchaser or an Affiliate of days Purchaser not in the entire Straddle Period; providedordinary course of business occurring on the Closing Date after the Closing, however, that in allocating other than any such exemptions, allowances, transaction specifically contemplated by this Agreement or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existed; provided, further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a portion of the Distribution Date following the DistributionAncillary Agreement, shall be allocable to treated as having occurred in the portion of the Straddle Period beginning after the Distribution DatePost-Closing Tax Period.

Straddle Period Tax Allocation. To the extent permitted by law, EFH and Reorganized TCEH shall elect, or cause an election to be made, to close the taxable year of each Reorganized TCEH Entity as of the close of the Distribution Date. In the case of Taxes of the Acquired Companies that are payable with respect to any Taxable period that begins on or before, and ends after, the Closing Date (a “Straddle Period”), the portion of any such Tax that is allocable to the portion of such Straddle Period ending on the Closing Date shall include the following: (A) in the case of any Taxes imposed in respect of property of the Acquired Companies (excluding, for the avoidance of doubt, any income Tax) and that applies ratably to a Straddle Period, the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, (B) in the case of sales, withholding and similar transactions-based Taxes (other than any Income Taxes allocated under Section 5.6.6), the amount of such Tax arising from transactions of the Acquired Companies that occurred prior to the Closing, and (C) in the case of any Taxes based upon or measured by income, gain or receipts of the Acquired Companies, the amount of such Tax which would be payable if the relevant Taxable period actually ended on the Closing Date based on an interim closing of the books as of the close of business on the Closing Date but without taking into account any Taxes described in Section 5.6.7. For purposes of this Section 5.6.4, any deductions attributable to bonuses or other compensation paid or accrued in connection with the Contemplated Transactions, and any Seller Transaction Expenses, shall be treated as allocable to the portion of the Straddle Period ending on, or beginning after, on the Distribution Date Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made by means of in a closing manner consistent with applicable Legal Requirements and otherwise with prior practices of the books and records of such Reorganized TCEH Entity as of the close of the Distribution Date; provided, that in the case of Non-Income Taxes that are periodic Taxes (e.g., property Taxes) and exemptions, allowances, and deductions that are calculated on an annual basis (such as depreciation deductions), such Taxes, exemptions, allowances, and deductions Acquired Companies. Any credit or refund with respect to a Straddle Period shall be allocated between the portion of the Straddle Period ending at on the end of the Distribution Closing Date and the portion beginning after the Distribution Date based upon the ratio of (a) the number of days in the relevant portion of the Straddle Period to (b) the number of days in the entire Straddle Period; provided, however, that in allocating any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existed; provided, further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a portion of the Distribution Date following the Distribution, shall be allocable to the portion of the Straddle Period beginning after the Distribution DateClosing Date based upon similar principles to those described in this Section 5.6.4.

Straddle Period Tax Allocation. To the extent permitted by law, the EFH Parties and Reorganized TCEH shall elect, or cause an election to be made, elect to close the taxable year of each Reorganized TCEH Entity as of the close of the Distribution Effective Date. In the case of any Straddle Period, the amount of any Income Taxes attributable to the portion of the Straddle Period ending on, or beginning after, the Distribution Effective Date shall be made by means of a closing of the books and records of such Reorganized TCEH Entity as of the close of the Distribution Effective Date; provided, provided that in the case of Non-Income Taxes that are periodic Taxes (e.g., property Taxes) and exemptions, allowances, and deductions that are calculated on an annual basis (such as depreciation deductions), such Taxes, exemptions, allowances, and deductions shall be allocated between the portion of the Straddle Period ending at the end of the Distribution Effective Date and the portion beginning after the Distribution Effective Date based upon the ratio of (a) the number of days in the relevant portion of the Straddle Period to (b) the number of days in the entire Straddle Period; provided, however, that in allocating any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existed; provided, provided further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a the portion of the Distribution Effective Date following after the Distribution, shall be allocable to the portion of the Straddle Period beginning after the Distribution Effective Date.

Straddle Period Tax Allocation. To the extent permitted by law, EFH and Reorganized TCEH shall elect, or cause an election to be made, to close the taxable year of each Reorganized TCEH Entity as The Taxes of the close of Group Companies, if any, attributable to a Straddle Period shall be allocated to the Distribution Equityholders for the period ending on and including the Closing Date, and to Purchaser for the period beginning after the Closing Date. In For purposes of this Section 5.2(a)(ii), the case of any Straddle Period, parties agree to use the following conventions for determining the amount of any Income Taxes of the Group Companies attributable to the portion of the Straddle Period ending on, or beginning after, on and including the Distribution Closing Date shall be made by means of a closing and the portion of the books and records of such Reorganized TCEH Entity as of Straddle Period beginning after the close of the Distribution Closing Date; provided, that : (A) in the case of Non-Income Taxes a Tax that are periodic Taxes is an income Tax or that is a business activity Tax otherwise based on gross income, sales or gross receipts, or other specific transactions, (e.g., property TaxesI) and exemptions, allowances, and deductions that are calculated on an annual basis (such as depreciation deductions), such Taxes, exemptions, allowances, and deductions shall be allocated between the amount attributable to the portion of the Straddle Period ending at on and including the end Closing Date shall be determined as if the Group Company (or any one or more of the Distribution Date and the portion beginning after the Distribution Date Group Companies as determined based upon past Tax Returns) filed a Tax Return with respect to the ratio of (a) the number of days in the relevant portion of the Straddle Period ending on and including the Closing Date using a “closing of the books” methodology, except that any permitted deductions attributable to (b) Company Transaction Expenses, payments made pursuant to Section 1.9 or payments of Unpaid Taxes shall be treated as having been made during the number portion of days in the entire Straddle PeriodPeriod ending on or including the Closing Date regardless of when such payments were actually made; provided, however, that the parties agree that seventy percent (70%) of any success-based fees paid by the Company in allocating connection with the transactions contemplated by this Agreement shall be deductible under Rev. Proc. 2011-29 and shall be deducted in the portion of any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated ending on a daily basis solely among or before the days in the Straddle Period during which such asset was owned or such improvement existedClosing Date; provided, further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth no compensation or wages included in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a portion of the Distribution Date following the Distribution, Company Transaction Expenses shall be allocable treated as a success-based fee and (II) the remaining amount shall be attributable to the portion of the Straddle Period beginning after the Distribution Closing Date and (B) in the case of a Tax, including real property and ad valorem Taxes, that is not an income Tax or a Tax based upon gross income, sales or gross receipts, the amount attributable to the portion of the Straddle Period ending on and including the Closing Date shall be determined by multiplying the amount of such Taxes for the Straddle Period by fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the Straddle Period, and the remainder shall be the amount attributable to the portion of the Straddle Period beginning after the Closing Date.