Common use of Tax Allocation Clause in Contracts

Tax Allocation. (i) With respect to the Compression Group Entities and the assets of the Compression Group Entities, the Contributor Parties shall be allocated and bear all Taxes attributable to any Pre-Closing Tax Period and Acquiror shall be allocated and bear all Taxes attributable to any Tax period or portion thereof beginning after the Closing Date. The Contributor Parties shall defend, indemnify and hold Acquiror harmless from and against and be liable for all Liability arising out of or related to any and all Taxes (or the non-payment thereof) (1) of or with respect to the Compression Group Entities or the assets of the Compression Group Entities for all Pre-Closing Tax Periods, (2) attributable to any failure to comply with any covenant or agreement of the Contributor Parties (including any obligation to cause any of the Compression Group Entities to take, or refrain from taking, any action under this Agreement), (3) as a result of any Compression Group Entity (or any predecessor of any Compression Group Entity) being a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, and (4) of any Person imposed on any of the Compression Group Entities for any period as a transferee or successor with respect to a transaction occurring before the Closing Date, by applicable Law, contract or otherwise; provided however, notwithstanding anything in this Agreement to the contrary, the Contributor Parties shall not be required to defend, indemnify or hold Acquiror harmless from or against or be liable for (x) Taxes that are included as a current liability in the calculation of Closing Date Net Working Capital, or (y) Transfer Taxes allocable to Acquiror pursuant to Section 5.12(c). (ii) In the case of any Straddle Period, the amount of any Taxes based on or measured by income, gain, profits, receipts, employment, social security, payroll, sales, use, or other transaction-based Taxes of the Compression Group Entities for the portion of the Straddle Period ending on the Closing Date shall be determined based on a closing of the books as of the close of business on the Closing Date, and the amount of other Taxes of the Compression Group Entities for a Straddle Period that relates to the portion of the Straddle Period ending on the Closing Date shall 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 in the taxable period up to and including the Closing Date and the denominator of which is the number of days in such Straddle Period and the balance of such Taxes shall be attributable to the portion of the Straddle Period after the Closing Date.

Tax Allocation. (ia) With respect to Annex C attached hereto sets forth an allocation of the Compression Group Entities and Purchase Price for U.S. federal income tax purposes among (a) the assets of Masco Cabinetry LLC and Masco Cabinetry Middlefield LLC and (b) the Compression Group Entitiesequity interests of KraftMaid Services India Private Limited (the “Closing Tax Allocation Statement”). No later than sixty (60) days after the date on which the Final Closing Statement becomes conclusive, but in no event earlier than ninety (90) days from Closing, Seller shall deliver to Buyer its IRS Form 8594 (and any corresponding form under applicable state or local law) allocating the Purchase Price (as adjusted pursuant to ‎‎Section 2.06 and together with any other items of consideration properly taken into account under Section 1060 of the Code) among such assets in accordance with Section 1060 of the Code, the Contributor Parties shall be allocated applicable Treasury regulations promulgated thereunder and bear all Taxes attributable to any Pre-Closing Tax Period and Acquiror shall be allocated and bear all Taxes attributable to any Tax period or portion thereof beginning after the Closing Date. The Contributor Parties shall defend, indemnify and hold Acquiror harmless from and against and be liable for all Liability arising out similar provision of or related to any and all Taxes (or the non-payment thereof) (1) of or with respect to the Compression Group Entities or the assets of the Compression Group Entities for all Pre-Closing Tax Periods, (2) attributable to any failure to comply with any covenant or agreement of the Contributor Parties (including any obligation to cause any of the Compression Group Entities to take, or refrain from taking, any action under this Agreement), (3) as a result of any Compression Group Entity (or any predecessor of any Compression Group Entity) being a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar applicable state, local or foreign law or regulation, and non-U.S. Law (4) of any Person imposed on any of the Compression Group Entities for any period as “Seller Form 8594”). The Seller Form 8594 shall be prepared in a transferee or successor manner consistent with respect to a transaction occurring before the allocation set forth in the Closing DateTax Allocation Statement, by applicable Law, contract or otherwise; provided however, notwithstanding anything in this Agreement to the contrary, the Contributor Parties shall not be required to defend, indemnify or hold Acquiror harmless from or against or be liable for except (x) Taxes that are included as a current liability in for any adjustments to reflect any adjustment to the calculation of Closing Date Net Working CapitalPurchase Price made under this Agreement, or (y) Transfer Taxes allocable the allocations of purchase price to Acquiror pursuant real estate and to Section 5.12(c). property, plant and equipment shall be determined in accordance with the Closing Real Estate Valuation and the Closing PPE Valuation, respectively and (iiz) In the case of any Straddle Period, the amount of any Taxes based on or measured by income, gain, profits, receipts, employment, social security, payroll, sales, use, or other transaction-based Taxes of the Compression Group Entities for the portion of the Straddle Period ending on total purchase price attributable to the Closing Date Preferred Stock shall be determined based on in accordance with the Closing Preferred Stock Valuation. Buyer, Seller and each of their respective Affiliates shall file all Tax Returns in a closing manner consistent with the Closing Tax Allocation Statement, the Closing Real Estate Valuation, the Closing PPE Valuation, the Closing Preferred Stock Valuation and the Seller Form 8594 and none of the books as of the close of business on the Closing Dateparties will voluntarily take any position inconsistent with such statements in any inquiry, and the amount of assessment, action, proceeding, audit or other Taxes of the Compression Group Entities for similar event relating to Taxes, except upon a Straddle Period that relates to the portion of the Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied contrary final determination by a fraction the numerator of which is the number of days in the taxable period up to and including the Closing Date and the denominator of which is the number of days in such Straddle Period and the balance of such Taxes shall be attributable to the portion of the Straddle Period after the Closing Dateany applicable Taxing Authority.

Tax Allocation. (a) Parent shall pay, and be liable for, any and all Taxes for which the Company or any of the VSP Entities may become liable with respect to (i) With respect all periods ending on or prior to the Compression Group Entities Closing Date and the assets of the Compression Group Entities, the Contributor Parties shall be allocated and bear all Taxes attributable to (ii) any Pre-Closing Partial Period (hereinafter, any and all such Taxes referred to as "Parent's Potential Tax Period Liability"); provided, however, that Parent's Potential Tax Liability shall not include (i) any such Taxes to the extent there is a reserve established therefor as of the Closing Date, and Acquiror (ii) any Taxes relating to any activities or transactions occurring on the Closing Date, but after the Closing, imposed on the Company or any of the VSP Entities that are not in the ordinary course of business. Parent's Potential Tax Liability shall include but not be allocated and bear all Taxes attributable limited to any Tax period or portion thereof beginning after the Closing Date. The Contributor Parties shall defend, indemnify and hold Acquiror harmless from and against and be liable for all Liability liability arising out of or related to any and all Taxes (or the non-payment thereof) (1) of or with respect pursuant to the Compression Group Entities or federal consolidated return rules, including the assets of deferred income rules under Treas. Reg Section 1.1502-13 and Section 1.1502-14, the Compression Group Entities excess loss account rules under Treas. Reg Section 1.1502-19 and any Tax asserted under Treas. Reg. Section 1. 1502-6. Notwithstanding anything to the contrary above, Parent's Potential Tax Liability shall not include any liability for all Pre-Closing Tax Periods, (2) attributable to any failure to comply with any covenant or agreement of the Contributor Parties (including any obligation to cause any of the Compression Group Entities to take, or refrain from taking, any action under this Agreement), (3) Taxes owing as a result of any Compression Group Entity deemed sale of assets pursuant to Section 338 (or any predecessor of any Compression Group Entitycorresponding rules under state, local, or other Tax laws) being a member of an affiliated, consolidated, combined or unitary group prior with respect to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 Company or any analogous or similar state, local or foreign law or regulation, and (4) of any Person imposed on any of the Compression Group VSP Entities for to the extent such Taxes exceed the Tax liability that Parent would have incurred upon the Transactions or the Alternate Transaction in the absence of such deemed sale of assets pursuant to Section 338. (b) Acquiror shall pay, and be liable for, any period as a transferee and all Taxes imposed on or successor allocable to the Company or any of the VSP Entities with respect to a transaction occurring before the Closing Dateoperations, by applicable Lawbusiness, contract activities or otherwise; provided however, notwithstanding anything in this Agreement assets of the Company and the VSP Entities for which Parent is not liable pursuant to the contraryprovisions of Section 6.02(a) (hereinafter, the Contributor Parties shall not be required any and all such Taxes referred to defend, indemnify or hold Acquiror harmless from or against or be liable for (x) Taxes that are included as a current liability in the calculation of Closing Date Net Working Capital, or (y) Transfer Taxes allocable to Acquiror pursuant to Section 5.12(c"Acquiror's Potential Tax Liability"). (iic) In the case of Any Taxes for any Straddle Period, the amount of any Taxes based on or measured by income, gain, profits, receipts, employment, social security, payroll, sales, use, or other transaction-based Taxes of the Compression Group Entities for the portion of the Straddle Period ending on period that begins before and ends after the Closing Date and that are imposed on a periodic basis with respect to the assets of the Company or any VSP Entity, or otherwise measured by the level of any item, shall be determined based on a closing of apportioned between the books as of the close of business on the Post-Closing Date, Period and the amount of other Taxes of the Compression Group Entities for a Straddle Pre-Closing Period that relates to the portion of the Straddle Period ending on the Closing Date shall be deemed to be by taking the amount of such Tax Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the taxable period up to and including ending on the Closing Date and the denominator of which is the number of calendar days in such Straddle Period and the balance of such Taxes entire period. No election under Treas. Reg Section 1.1502-76(b)(2)(ii)(D) (dealing with a pro-rata allocation) shall be attributable made in connection with the Transactions. (d) Parent shall not change its current policies and practices with respect to the portion sharing of Taxes within its affiliated group until the Closing Date. All Tax sharing agreements or similar agreements with respect to or involving the Company or any of the Straddle Period VSP Entities shall be terminated as of the Closing Date and, after the Closing Date, the Company and the VSP Entities shall not be bound thereby or have any liability thereunder.