Common use of Allocation of Straddle Period Taxes Clause in Contracts

Allocation of Straddle Period Taxes. Northern Border and ONEOK shall, to the extent permitted by applicable Tax Law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period of the Entities as of and including the Closing Date. Subject to the preceding sentence, in the case of Taxes attributable to the Entities that are payable with respect to any Straddle Period the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall: (1) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2) in the case of Taxes (other than those described in clause (i)) imposed on a period basis with respect to the business or assets of the Entities or otherwise measured by the level of any item, be deemed to be the amount of such Taxes 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 on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period (the “Part-Year Fraction”). For purposes of clause (1) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times the Part-Year Fraction. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a) shall be computed by reference to the level of such items on the Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period ending on the Closing Date and Northern Border shall be responsible for and shall pay any Taxes allocable to the portion of the Straddle Period after the Closing Date.

Allocation of Straddle Period Taxes. Northern Border and ONEOK shallFor purposes of this Agreement, to the extent permitted by applicable Tax Law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period of the Entities as of and including the Closing Date. Subject to the preceding sentencedefinitions of SpinCo Taxes and DG Taxes, in the case of any Taxes attributable to the Entities that are payable with respect to any a taxable period that begins on or before the Redemption Date and ends after the Redemption Date (a “Straddle Period Period”), the portion of any such Taxes that are allocable relate to the portion of the Straddle Pre-Redemption Period ending on the Closing Date shall: shall (1i) in the case of Taxes that are either (A) based upon ad valorem or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2) in the case of Taxes (other than those described in clause (i)) imposed on a period basis with respect to the business or assets of the Entities or otherwise measured by the level of any itemTaxes, be deemed to be the amount of such Taxes Tax 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 on and including the Closing Redemption Date and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the “Part-Year Fraction”). For purposes case of clause any other Tax, such as income, sales or use Tax, be deemed equal to the amount which would be payable (computed on an interim closing of the books basis) as if the relevant taxable period ended as of the close of business on the Redemption Date; provided, that (1) of the preceding sentenceany exemptions, any exemptionallowances, deduction, credit deductions (including depreciation or other item amortization) and credits that is are calculated on an annual basis shall be allocated to between the portion of the Straddle Period ending on the Closing Redemption Date on a pro rata basis determined by multiplying and the total amount of such item allocated portion beginning after the Redemption Date in proportion to the Straddle Period times the Part-Year Fraction. In the case number of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a) shall be computed by reference to the level of days in each such items on the Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period ending taxable period and (2) all Transaction-Related Expenses shall be treated as having accrued on the Closing Redemption Date and Northern Border shall be responsible for and shall pay any Taxes allocable to deducted in the portion of the Straddle Period after the Closing DatePre-Redemption Period.

Allocation of Straddle Period Taxes. Northern Border Purchaser and ONEOK Seller shall, to the extent permitted by applicable Tax Law law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period period of the Entities Company as of and including the Closing Date. Subject to the preceding sentence, in the case of Taxes attributable to the Entities Company that are payable with respect to any Straddle Period Period, the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall: (1i) in the case of Taxes that are either (Aa) based upon or related to income or receipts or (Bb) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2ii) in the case of Taxes (other than those described in clause (i)) imposed on a period periodic basis with respect to the business or assets of the Entities Company or otherwise measured by the level of any item, be deemed to be in the amount of such Taxes 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 Periodperiod) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period (the “"Part-Year Fraction”"). For purposes of clause (1i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount mount of such item allocated to the Straddle Period times multiplied by the Part-Part- Year Fraction. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a5.5(b) shall be computed by reference to the level of such items on the Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period ending on the Closing Date and Northern Border shall be responsible for and shall pay any Taxes allocable to the portion of the Straddle Period after the Closing Date.

Allocation of Straddle Period Taxes. Northern Border and ONEOK shallWith respect to Taxes of, or with respect to, the Acquired Companies relating to a Straddle Period, the Seller shall be liable for the amount of such Taxes allocable to the extent permitted by applicable Tax Law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period portion of the Entities as Straddle Period that is deemed to end on the close of and including business on the Closing Date. Subject to For purposes of the preceding sentence, in the case of any Taxes attributable to the Entities that are imposed on a periodic basis and are payable with respect to any for a Straddle Period Period, the portion of any such Taxes Tax that are allocable relates to the portion of the Straddle Period such Tax period ending on the Closing Date shall: shall (1i) in the case of any Taxes that are either (A) other than Taxes based upon or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2) in the case of Taxes (other than those described in clause (i)) imposed on a period basis with respect to the business or assets of the Entities or otherwise measured by the level of any itemreceipts, be deemed to be the amount of such Taxes Tax 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) period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period Tax period ending on (and including including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period Tax period and (the “Part-Year Fraction”). For purposes of clause (1ii) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times the Part-Year Fraction. In in the case of any Tax based upon or measured by capital (including net worth related to income or long-term debt) or intangiblesreceipts, any amount thereof required to be allocated under this Section 10.5(a) shall be computed by reference deemed equal to the level of such items amount which would be payable if the relevant Tax period ended on (and included) the Closing Date. ONEOK For this purpose, any franchise Tax paid or payable based solely on capital shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable allocated to the portion taxable period for which payment of the Tax provides the right to engage in business, regardless of the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured. In determining whether a property Tax is attributable to a Pre-Closing Tax Period or a Straddle Tax Period ending (or portion thereof), any property Tax shall be deemed a property Tax attributable to the taxable period specified on the Closing Date relevant property Tax xxxx. For illustrative purposes, and Northern Border for the avoidance of doubt, (A) all Ohio ad valorem real and personal Tax bills for 2017 and all Pennsylvania county and municipal real property Tax bills shall be responsible cover the calendar year beginning January 1, 2017 and ending December 31, 2017 and (B) all Pennsylvania school real property Tax bills for 2017 shall cover the fiscal year beginning July 1, 2017 through June 30, 2018, and the Parties agree that they shall pay any allocate the Taxes allocable to the portion between their respective ownership periods during such respective calendar or fiscal year of the Straddle Period after the Closing Datetransaction in accordance with clause (i) above.

Allocation of Straddle Period Taxes. Northern Border The Buyer and ONEOK the Sellers shall, to the extent permitted by applicable Tax Law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period of the Entities Company as of and including the Closing Date. Subject to the preceding sentence, in the case of Taxes attributable to the Entities Company that are payable with respect to any Straddle Period the portion of any such Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date shall: (1) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment of property (real or personal, 55 tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2) in the case of Taxes (other than those described in clause (i1)) imposed on a period basis with respect to the business or assets of the Entities Company or otherwise measured by the level of any item, be deemed to be the amount of such Taxes 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 on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period (the “Part-Year Fraction”). For purposes of clause (1) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times the Part-Year Fraction. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a8.5(a) shall be computed by reference to the level of such items on the Closing Date. ONEOK The Sellers shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capitalthe Purchase Price) allocable to the portion of the Straddle Period ending on the Closing Date and Northern Border the Buyer shall be responsible for and shall pay any Taxes allocable to the portion of the Straddle Period after the Closing Date.

Allocation of Straddle Period Taxes. Northern Border and ONEOK shallIf any Acquired Company would be obligated to file a Tax Return for a Post-Closing Tax Period that includes the day prior to the Closing Date, the Acquired Company will, to the extent permitted allowed by applicable Tax Law and except as otherwise provided hereinLaws, elect with the relevant Tax Authority to close the Tax Period taxable period of the Entities as of and including Acquired Company on the day prior to the Closing Date. Subject to the preceding sentence, in the case of Taxes attributable to the Entities that are payable with With respect to any Straddle Period Period, the portion of any such Taxes that are allocable Taxes, if any, attributable to the portion of the a Straddle Period ending on the Closing Date shall: (1) in the case of Taxes that are either will be allocated between (A) based upon or related to income or receipts or the Pre-Closing Tax Period, and (B) imposed in connection with any salethe Post-Closing Tax Period (and for such purpose, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on and included the Closing Date and (2) in the case of Taxes (other than those described in clause (i)) imposed on a taxable period basis with respect to the business or assets of the Entities or otherwise measured by the level of any item, pass-through entity in which an Acquired Company holds a beneficial interest will be deemed to be terminate on the amount day prior to the Closing Date) in accordance with this Section 10.4(b). Any allocation of such income or deductions required to determine any Taxes for the entire attributable to a Straddle Period (or, in will be apportioned between the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Pre-Closing Tax Period) multiplied , on the one hand, and the Post-Closing Tax Period, on the other hand, by a fraction closing the numerator of which is the number of calendar days in the portion books and records of the Straddle Period ending Acquired Company as though such taxable period terminated as of the close of business on and including the day prior to the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period (the “Part-Year Fraction”). For purposes of clause (1) of the preceding sentenceDate; provided, any exemptionthat exemptions, deduction, credit allowances or other item deductions that is are calculated on an annual basis shall (including depreciation and amortization deductions) will be allocated between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, in proportion to the portion number of days in each such period. Property, ad valorem and similar Taxes will be apportioned between the Straddle Period ending Pre-Closing Tax Period, on the one hand, and the Post-Closing Date Tax Period, on a pro rata basis determined by multiplying the total amount of such item allocated other hand, in proportion to the Straddle Period times the Part-Year Fraction. In the case number of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a) shall be computed by reference to the level of days in each such items on the Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period ending on the Closing Date and Northern Border shall be responsible for and shall pay any Taxes allocable to the portion of the Straddle Period after the Closing Dateperiod.