Tax Allocation. (1) Seller shall be allocated all Asset Taxes for any taxable period or portion thereof ending on or prior to the Closing Date, including the portion of any Straddle Period ending on or prior to the Closing Date (a “Pre-Closing Date Tax Period”), and Buyer shall be 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 Pre-Closing Date Tax Period and the portion of such Straddle Period beginning after the Closing Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur in the Pre-Closing Date Tax Period, on the one hand, and the number of days in such 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 (including the portion of any 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 “closing of the books” methodology as of the Closing Date. (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”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (HNR Acquisition Corp.)
Tax Allocation. (1) Seller shall be allocated all Asset Taxes for any taxable period or portion thereof ending on or prior to the Closing DateEffective Time, including the portion of any Straddle Period ending on or prior to the Closing Date Effective Time (a “Pre-Closing Date Effective Time Tax Period”), and Buyer shall be allocated all Asset Taxes for any Tax Period other than a Pre-Closing Date Effective Time Tax Period (including the portion of any Straddle Period beginning at or after the Closing DateEffective 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 Pre-Closing Date Effective Time Tax Period and the portion of such Straddle Period beginning from and after the Closing Date Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur in the Pre-Closing Date Effective Time Tax Period, on the one hand, and the number of days in such Straddle Period that occur from and after the Closing DateEffective Time, on the other hand.
(2) Except as provided in Section 6.13(a)(1Section 7.13(a)(1) with respect to Asset Taxes, Seller shall be allocated all Taxes of the Company for any Pre-Closing Date Effective Time Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Closing Date Effective Time Tax Period (including the portion of any Straddle Period beginning 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 “closing of the books” methodology as of the Closing DateEffective 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”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (HNR Acquisition Corp.)
Tax Allocation. (1) Seller shall be allocated all Asset Taxes for any taxable period or portion thereof ending on or prior to the Closing Date, including the portion of any Straddle Period ending on or prior to the Closing Date (a “PreThe Non-Closing Date Tax Period”), and Buyer shall be 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 Income Taxes imposed on a periodic basis pertaining to a Straddle Period (including real, personal and intangible property Taxes or ad valorem property Taxes) (“Property Taxes”) for which Seller shall be allocated between and remain liable is the Pre-Closing Date amount of Property Taxes (other than the Assumed Seller Taxes) assessed with respect to the ownership or operation of the Assets for (i) any Tax Period and the portion of such Straddle Period beginning after period ending prior to the Closing Date and (ii) any Straddle Period multiplied by prorating each such Asset Tax based on a fraction, the numerator of which is the number of days in the applicable Straddle Period that occur in ending immediately prior to the Pre-Closing Date Tax Period, on and the one hand, and denominator of which is the number of days in such the entire Straddle Period that occur after the Closing Date, on the other hand.
Period. The Production Taxes and Non-Income Taxes (2except for Property Taxes) Except as provided in Section 6.13(a)(1) with respect to Asset Taxes, for which Seller shall be allocated all Taxes and remain liable is the amount 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 (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, any such Taxes (other than Asset the Assumed Seller Taxes) imposed assessed with respect to the ownership or 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 Company Closing Date (including all Straddle Period Taxes not apportioned to Seller) shall be allocated using 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 “closing 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 determinable at Closing, the most recent information available will be used to estimate the Purchase Price adjustment pursuant to Section 7.02. Upon determination of the books” methodology as actual amount of estimated Production Taxes and Non-Income Taxes, and once no further payments are required under Section 7.02(g), (x) Seller shall pay to Buyer any additional amount necessary to satisfy its allocated share of Production Taxes and Non-Income Taxes no later than five (5) Business Days prior to the Closing Date.
due date for such Taxes or (3y) Buyer shall be solely responsible for increase the timely payment Credit Bid portion of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar the Purchase Price by any amount necessary to satisfy its allocated share of Production Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectivelyNon-Income Taxes, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreementapplicable.
Appears in 1 contract
Tax Allocation. (1) Seller shall be allocated all Asset Taxes for any taxable period or portion thereof ending on or prior to the Closing Date, including the portion of any Straddle Period ending on or prior to the Closing Date (a “PreThe Non-Closing Date Tax Period”), and Buyer shall be 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 Income Taxes imposed on a periodic basis pertaining to a Straddle Period (including real, personal and intangible property Taxes or ad valorem property Taxes) (“Property Taxes”) for which Seller shall be allocated between and remain liable is the Pre-Closing Date amount of Property Taxes (other than the Assumed Seller Taxes) assessed with respect to the ownership or operation of the Assets for (i) any Tax Period and the portion of such Straddle Period beginning after period ending prior to the Closing Date and (ii) any Straddle Period multiplied by prorating each such Asset Tax based on a fraction, the numerator of which is the number of days in the applicable Straddle Period that occur in ending immediately prior to the Pre-Closing Date Tax Period, on and the one hand, and denominator of which is the number of days in such the entire Straddle Period that occur after the Closing Date, on the other hand.
Period. The Production Taxes and Non-Income Taxes (2except for Property Taxes) Except as provided in Section 6.13(a)(1) with respect to Asset Taxes, for which Seller shall be allocated all Taxes and remain liable is the amount 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 (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, any such Taxes (other than Asset the Assumed Seller Taxes) imposed assessed with respect to the ownership or 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 Company Closing Date (including all Straddle Period Taxes not apportioned to Seller) shall be allocated using 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 “closing 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 determinable at Closing, the most recent information available will be used to estimate the Purchase Price adjustment pursuant to Section 7.02. Upon determination of the books” methodology as actual amount of estimated Production Taxes and Non-Income Taxes, and once no further payments are required under Section 7.02(g), (x) Seller shall pay to Buyer any additional amount necessary to satisfy its allocated share of Production Taxes and Non-Income Taxes no later than five (5) Business Days prior to the Closing Date.
due date for such Taxes or (3y) Buyer shall be solely responsible for increase the timely payment Credit Bid portion of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar the Purchase Price by any amount necessary to satisfy its allocated share of Production Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectivelyNon-Income Taxes, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreementapplicable.
Appears in 1 contract
Samples: Asset Purchase Agreement
Tax Allocation. (1) Seller shall be allocated all Asset For purposes of Section 7.3, in the case of any Taxes that are imposed on a periodic basis and are payable for any a taxable period or portion thereof ending on or prior to that includes (but does not end on) the Closing Date, including the portion of any Straddle Period such Tax which relates to the portion of such taxable period ending at the close of business on or prior to the Closing Date shall (a “Pre-Closing Date Tax Period”), and Buyer shall be allocated all Asset a) in the case of any 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 income or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall receipts, be allocated deemed to be 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 Pre-Closing Date Tax Period and the portion amount of such Straddle Period beginning after Tax for the Closing Date entire taxable period multiplied by prorating each such Asset Tax based on a fraction the numerator of which is the number of days in the applicable Straddle Period that occur in taxable period ending on the Pre-Closing Date Tax Period, on and the one hand, and denominator of which is the number of days in such Straddle Period 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 ended at the close of business on the Closing Date (but calculated by excluding any income or gain arising from the conversion from cash to accrual in connection with the Transactions), any credits relating to a taxable period that occur begins before and ends after the Closing Date, on the other hand.
(2) Except as provided in Section 6.13(a)(1) with respect to Asset Taxes, Seller Date shall be allocated all Taxes 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 any 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 Date Tax Period, and Buyer shall be allocated all Taxes of Period or as a deduction available to the Company for any Tax Selling Shareholders during the period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For The parties also agree for purposes of determining this Agreement (x) any Transactions Taxes shall be borne in the Tax allocations manner described in Section 7.9 hereof, and (y) the preceding sentence, Parent shall be responsible for (i) any Taxes (other than Asset Taxes) imposed on arising from Holdings' or the Company shall be allocated using a “closing of Company's conversion from the books” methodology as of cash method to the Closing Date.
(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 accrual method in connection with or attributable Transactions, and (ii) Taxes reflected in Closing Working Capital as finally determined pursuant to the transactions consummated under this Agreement (collectively, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this AgreementSection 1.8.
Appears in 1 contract