Common use of Tax Allocation Clause in Contracts

Tax Allocation. For purposes of Section 3.3(c) all real and personal property Taxes and similar ad valorem obligations levied with respect to the Assets, whether imposed or assessed before or after the Closing Date (“Periodic Taxes”) for a taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), will be apportioned between the Vendor and the Purchaser as of the Closing Date based on the number of days of such taxable period included in the period ending with and including the Closing Date (together with periods ending before the Closing Date, the “Pre-Closing Tax Period”), and the number of days of such taxable period beginning after the Closing Date (together with any periods beginning after the Closing Date, the “Post-Closing Tax Period”). At the Closing, Periodic Taxes with respect to each Asset for the applicable Tax period will be prorated in accordance with the foregoing provisions based on the Tax assessment for such Asset for the applicable Tax period, if available, or otherwise, based on the last available Tax assessment with respect to such Asset. The Vendor will be responsible for such Periodic Taxes attributable to Pre-Closing Tax Periods and the Purchaser will be responsible for such Periodic Taxes attributable to Post-Closing Tax Periods. At the Closing, (x) the Vendor will pay to the Purchaser an amount equal to the excess, if any, of the (i) unpaid Periodic Taxes attributable to Pre-Closing Tax Periods over

Tax Allocation. For purposes of Section 3.3(c(1) Seller shall be allocated all real and personal property Asset Taxes and similar ad valorem obligations levied with respect for any taxable period or portion thereof ending prior to the AssetsEffective Time, whether imposed or assessed before or after including the Closing Date (“Periodic Taxes”) for a taxable period that includes (but does not end on) portion of any Straddle Period ending prior to the Closing Date Effective Time (a “Straddle Pre-Effective Time Tax Period”), will and Buyer shall be apportioned allocated all Asset Taxes for any Tax Period other than a Pre-Effective Time Tax Period (including the portion of any Straddle Period beginning at or after the Effective Time). For purposes of determining the Tax allocations described in the preceding sentence, (i) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the Vendor Pre-Effective Time Tax Period and the Purchaser as portion of such Straddle Period from and after the Closing Date Effective Time by prorating each such Asset Tax based on the number of days of such taxable period included in the period ending with and including applicable Straddle Period that occur in the Closing Date (together with periods ending before the Closing Date, the “Pre-Closing Effective Time Tax Period”), on the one hand, and the number of days of in such taxable period beginning Straddle Period that occur from and after the Closing Date Effective Time, on the other hand. (together 2) Except as provided in Section 7.13(a)(1) with respect to Asset Taxes, Seller shall be allocated all Taxes of the Company for any periods beginning Pre-Effective Time Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Effective Time Tax Period (including the portion of any Straddle Period from and after the Closing DateEffective Time). For purposes of determining the Tax allocations described in the preceding sentence, any Taxes (other than Asset Taxes) imposed on the Company shall be allocated using a “Post-Closing Tax Periodclosing of the books” methodology as of the Effective Time. (3) Buyer shall be solely responsible for the timely payment of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectively, “Transfer Taxes”). At Buyer shall or shall cause the Closing, Periodic Taxes Company to file all necessary Tax Returns and other documentation with respect to each Asset for the all such Transfer Taxes as required by applicable Tax period will be prorated in accordance with the foregoing provisions based on the Tax assessment for such Asset for the applicable Tax periodLaw and, if availablerequired by applicable Law, Seller will join in the execution of any such Tax Returns or otherwiseother documentation. For the avoidance of doubt, based on Transfer Taxes shall exclude any Income Taxes that become due and owing by the last available Tax assessment with respect to such Asset. The Vendor will be responsible for such Periodic Taxes attributable to Pre-Closing Tax Periods and the Purchaser will be responsible for such Periodic Taxes attributable to Post-Closing Tax Periods. At the Closing, (x) the Vendor will pay to the Purchaser an amount equal to the excess, if any, Company or Sellers as a result of the (i) unpaid Periodic Taxes attributable to Pre-Closing Tax Periods overtransactions consummated under this Agreement.

Tax Allocation. For purposes of Section 3.3(c(1) Seller shall be allocated all real and personal property Asset Taxes and similar ad valorem obligations levied with respect for any taxable period or portion thereof ending on or prior to the AssetsClosing Date, whether imposed including the portion of any Straddle Period ending on or assessed before or after the Closing Date (“Periodic Taxes”) for a taxable period that includes (but does not end on) prior to the Closing Date (a “Straddle Pre-Closing Date Tax Period”), will and Buyer shall be apportioned allocated all Asset Taxes for any Tax Period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, (i) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the Vendor Pre-Closing Date Tax Period and the Purchaser as portion of such Straddle Period beginning after the Closing Date by prorating each such Asset Tax based on the number of days of such taxable period included in the period ending with and including applicable Straddle Period that occur in the Closing Date (together with periods ending before the Closing Date, the “Pre-Closing Date Tax Period”), on the one hand, and the number of days of in such taxable period beginning Straddle Period that occur after the Closing Date, on the other hand. (2) Except as provided in ‎Section 6.13(a)(1) with respect to Asset Taxes, Seller shall be allocated all Taxes of the Company for any Pre-Closing Date Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Closing Date Tax Period (together with including the portion of any periods Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, any Taxes (other than Asset Taxes) imposed on the Company shall be allocated using a “Post-closing of the books” methodology as of the Closing Tax PeriodDate. (3) Buyer shall be solely responsible for the timely payment of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectively, “Transfer Taxes”). At Buyer shall or shall cause the Closing, Periodic Taxes Company to file all necessary Tax Returns and other documentation with respect to each Asset for the all such Transfer Taxes as required by applicable Tax period will be prorated in accordance with the foregoing provisions based on the Tax assessment for such Asset for the applicable Tax periodLaw and, if availablerequired by applicable Law, Seller will join in the execution of any such Tax Returns or otherwiseother documentation. For the avoidance of doubt, based on Transfer Taxes shall exclude any Income Taxes that become due and owing by the last available Tax assessment with respect to such Asset. The Vendor will be responsible for such Periodic Taxes attributable to Pre-Closing Tax Periods and the Purchaser will be responsible for such Periodic Taxes attributable to Post-Closing Tax Periods. At the Closing, (x) the Vendor will pay to the Purchaser an amount equal to the excess, if any, Company or Sellers as a result of the (i) unpaid Periodic Taxes attributable to Pre-Closing Tax Periods overtransactions consummated under this Agreement.

Tax Allocation. For purposes of Section 3.3(c) all real The Non-Income Taxes imposed on a periodic basis (including real, personal and personal intangible property Taxes and similar or ad valorem obligations levied property Taxes) (“Property Taxes”) for which Seller shall be and remain liable is the amount of Property Taxes (other than the Assumed Seller Taxes) assessed with respect to the Assetsownership or operation of the Assets for (i) any Tax period ending prior to the Closing Date and (ii) any Straddle Period multiplied by a fraction, whether imposed the numerator of which is the number of days in the Straddle Period ending immediately prior to the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The Production Taxes and Non-Income Taxes (except for Property Taxes) for which Seller shall be and remain liable is the amount of such Taxes (other than the Assumed Seller Taxes) assessed with respect to the ownership or assessed before operation of the Assets for (i) any Tax period ending prior to the Closing Date and (ii) any Straddle Period, the Production Taxes or Non-Income Taxes that would be payable with respect to the ownership or operation of the Assets as of the end of the day immediately prior to the Closing Date as if such period were treated as ending as of the end of the day 50 prior to the Closing Date. All Non-Income Taxes and Production Taxes with respect to the ownership or operation of the Assets arising on or after the Closing Date (“Periodic Taxes”including all Straddle Period Taxes not apportioned to Seller) for shall be allocated to and borne by Buyer. The portion of Non-Income Taxes and Production Taxes to be borne by Seller and not paid by Seller on or prior to Closing shall be satisfied by a taxable period that includes (but does downward adjustment to the Purchase Price pursuant to Section 7.02(b)(iv). To the extent the actual amount of any such Non-Income Taxes and Production Taxes is not end on) determinable at Closing, the Closing Date (a “Straddle Period”), most recent information available will be apportioned between used to estimate the Vendor and the Purchaser as Purchase Price adjustment pursuant to Section 7.02. Upon determination of the Closing Date based on the number actual amount of days of such taxable period included in the period ending with estimated Production Taxes and including the Closing Date (together with periods ending before the Closing Date, the “PreNon-Closing Tax Period”)Income Taxes, and the number of days of such taxable period beginning after the Closing Date (together with any periods beginning after the Closing Date, the “Post-Closing Tax Period”once no further payments are required under Section 7.02(g). At the Closing, Periodic Taxes with respect to each Asset for the applicable Tax period will be prorated in accordance with the foregoing provisions based on the Tax assessment for such Asset for the applicable Tax period, if available, or otherwise, based on the last available Tax assessment with respect to such Asset. The Vendor will be responsible for such Periodic Taxes attributable to Pre-Closing Tax Periods and the Purchaser will be responsible for such Periodic Taxes attributable to Post-Closing Tax Periods. At the Closing, (x) the Vendor will Seller shall pay to the Purchaser an Buyer any additional amount equal necessary to satisfy its allocated share of Production Taxes and Non-Income Taxes no later than five (5) Business Days prior to the excess, if any, due date for such Taxes or (y) Buyer shall increase the Credit Bid portion of the (i) unpaid Periodic Purchase Price by any amount necessary to satisfy its allocated share of Production Taxes attributable to Preand Non-Closing Tax Periods overIncome Taxes, as applicable.

Tax Allocation. For All amounts constituting consideration within the meaning of, and for the purposes of, Section 1060 of the Code and the regulations thereunder shall be allocated among the Acquired Assets and any other assets or rights acquired by Buyer hereunder in the manner required by Section 3.3(c1060 of the Code and the regulations thereunder and all applicable Laws. No later than ninety (90) all real calendar days after Buyer and personal property Taxes and similar ad valorem obligations levied with respect to the Assets, whether imposed or assessed before or after Sellers reach final agreement on the Final Closing Date Statement, Buyer shall provide Holder with a proposed schedule (the “Periodic TaxesAllocation Schedule”) allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the Parties fifteen (15) calendar days after Buyer provides such schedule to Holder, unless Holder objects in writing to Buyer, specifying the basis for a taxable period that includes its objection and preparing an alternative allocation. If Holder does object, Buyer and Holder shall in good faith attempt to resolve the dispute within fifteen (but does not end on15) calendar days of receipt by Buyer of written notice of Holder’s objection. Any such resolution shall be final and binding on the Closing Date Parties. Any unresolved disputes shall be promptly submitted to an independent accounting firm selected in the manner described in Section 3.3(a) for determination, which determination shall be final and binding on the Parties. Buyer and Holder will each pay one-half of the fees and expenses of the independent accounting firm. The Parties shall cooperate with each other and the independent accounting firm in connection with the matters contemplated by this Section 3.5, including by furnishing such information and access to books, records (a “Straddle Period”including accountants work papers), will personnel and properties as may be apportioned between the Vendor and the Purchaser as reasonably requested. Each of the Closing Date based on Parties agrees to (a) prepare and timely file all Tax Returns, including IRS Form 8594 (and all supplements thereto) in a manner consistent with the number of days of such taxable period included in the period ending with Allocation Schedule as finalized and including the Closing Date (together with periods ending before the Closing Date, the “Pre-Closing Tax Period”), and the number of days of such taxable period beginning after the Closing Date (together with any periods beginning after the Closing Date, the “Post-Closing Tax Period”). At the Closing, Periodic Taxes with respect to each Asset for the applicable Tax period will be prorated b) act in accordance with the foregoing provisions based on Allocation Schedule for all tax purposes. The Parties will revise the Tax assessment for Allocation Schedule to the extent necessary to reflect any subsequent adjustments to the Purchase Price, including those in respect of payments made under Article XV hereof. In the case of any such Asset for payment, Buyer shall propose a revised Allocation Schedule, and the applicable Tax period, if available, or otherwise, based on Parties shall follow the last available Tax assessment procedures described above with respect to review, dispute and resolution in respect of such Asset. The Vendor will be responsible for such Periodic Taxes attributable to Pre-Closing Tax Periods and the Purchaser will be responsible for such Periodic Taxes attributable to Post-Closing Tax Periods. At the Closing, (x) the Vendor will pay to the Purchaser an amount equal to the excess, if any, of the (i) unpaid Periodic Taxes attributable to Pre-Closing Tax Periods overrevision.

Tax Allocation. For purposes of Section 3.3(c) all real The Non-Income Taxes imposed on a periodic basis (including real, personal and personal intangible property Taxes and similar or ad valorem obligations levied property Taxes) (“Property Taxes”) for which Seller shall be and remain liable is the amount of Property Taxes (other than the Assumed Seller Taxes) assessed with respect to the Assetsownership or operation of the Assets for (i) any Tax period ending prior to the Closing Date and (ii) any Straddle Period multiplied by a fraction, whether imposed the numerator of which is the number of days in the Straddle Period ending immediately prior to the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The Production Taxes and Non-Income Taxes (except for Property Taxes) for which Seller shall be and remain liable is the amount of such Taxes (other than the Assumed Seller Taxes) assessed with respect to the ownership or assessed before operation of the Assets for (i) any Tax period ending prior to the Closing Date and (ii) any Straddle Period, the Production Taxes or Non-Income Taxes that would be payable with respect to the ownership or operation of the Assets as of the end of the day immediately prior to the Closing Date as if such period were treated as ending as of the end of the day prior to the Closing Date. All Non-Income Taxes and Production Taxes with respect to the ownership or operation of the Assets arising on or after the Closing Date (“Periodic Taxes”including all Straddle Period Taxes not apportioned to Seller) for shall be allocated to and borne by Buyer. The portion of Non-Income Taxes and Production Taxes to be borne by Seller and not paid by Seller on or prior to Closing shall be satisfied by a taxable period that includes (but does downward adjustment to the Purchase Price pursuant to Section 7.02(b)(iv). To the extent the actual amount of any such Non-Income Taxes and Production Taxes is not end on) determinable at Closing, the Closing Date (a “Straddle Period”), most recent information available will be apportioned between used to estimate the Vendor and the Purchaser as Purchase Price adjustment pursuant to Section 7.02. Upon determination of the Closing Date based on the number actual amount of days of such taxable period included in the period ending with estimated Production Taxes and including the Closing Date (together with periods ending before the Closing Date, the “PreNon-Closing Tax Period”)Income Taxes, and the number of days of such taxable period beginning after the Closing Date (together with any periods beginning after the Closing Date, the “Post-Closing Tax Period”once no further payments are required under Section 7.02(g). At the Closing, Periodic Taxes with respect to each Asset for the applicable Tax period will be prorated in accordance with the foregoing provisions based on the Tax assessment for such Asset for the applicable Tax period, if available, or otherwise, based on the last available Tax assessment with respect to such Asset. The Vendor will be responsible for such Periodic Taxes attributable to Pre-Closing Tax Periods and the Purchaser will be responsible for such Periodic Taxes attributable to Post-Closing Tax Periods. At the Closing, (x) the Vendor will Seller shall pay to the Purchaser an Buyer any additional amount equal necessary to satisfy its allocated share of Production Taxes and Non-Income Taxes no later than five (5) Business Days prior to the excess, if any, due date for such Taxes or (y) Buyer shall increase the Credit Bid portion of the (i) unpaid Periodic Purchase Price by any amount necessary to satisfy its allocated share of Production Taxes attributable to Preand Non-Closing Tax Periods overIncome Taxes, as applicable.

Tax Allocation. For purposes of Section 3.3(c) all real 7.3, in the case of any Taxes that are imposed on a periodic basis and personal property Taxes and similar ad valorem obligations levied with respect to the Assets, whether imposed or assessed before or after the Closing Date (“Periodic Taxes”) are payable for a taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”)Date, will be apportioned between the Vendor and portion of such Tax which relates to the Purchaser as portion of such taxable period ending at the close of business on the Closing Date shall (a) in the case of any Taxes other than Taxes based on upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days of such in the taxable period included ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (b) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ending with and including ended at the close of business on the Closing Date (together but calculated by excluding any income or gain arising from the conversion from cash to accrual in connection with periods ending the Transactions), any credits relating to a taxable period that begins before and ends after the Closing DateDate shall be allocated on a basis consistent with the allocations made pursuant to the preceding sentence. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner that endeavors to be consistent with the prior practice of the Company to the extent such practice complies with applicable Legal Requirements. For all purposes of this Agreement, the “parties agree that any deductions related to the payment or accrual of the Sale Bonus Amount shall be for the benefit of the Selling Shareholders (either as a deduction of the Company available for purposes of computing the income of the Selling Shareholders for the Pre-Closing Tax Period”), and Period or as a deduction available to the number of days of such taxable Selling Shareholders during the period beginning after the Closing Date (together with any periods beginning after the Closing Date, the “Post-Closing Tax Period”). At the Closing, Periodic Taxes with respect to each Asset for the applicable Tax period will be prorated in accordance with the foregoing provisions based on the Tax assessment for such Asset for the applicable Tax period, if available, or otherwise, based on the last available Tax assessment with respect to such Asset. The Vendor will parties also agree for purposes of this Agreement (x) any Transactions Taxes shall be borne in the manner described in Section 7.9 hereof, and (y) the Parent shall be responsible for such Periodic Taxes attributable to Pre-Closing Tax Periods and the Purchaser will be responsible for such Periodic Taxes attributable to Post-Closing Tax Periods. At the Closing, (x) the Vendor will pay to the Purchaser an amount equal to the excess, if any, of the (i) unpaid Periodic any Taxes attributable arising from Holdings' or the Company's conversion from the cash method to Pre-the accrual method in connection with Transactions, and (ii) Taxes reflected in Closing Tax Periods overWorking Capital as finally determined pursuant to Section 1.8.