Allocation of Tax Liabilities. The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.
Allocation of Tax Liabilities. (a) Seller or a Tax Affiliate will be responsible for all Taxes of the Company regardless of when due and payable, (i) with respect to all Tax periods ending on or prior to the Closing Date and (ii) with respect to all Tax periods beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date; provided, however, Seller or a Tax Affiliate will not be responsible for the foregoing Taxes to the extent such Taxes are accrued on the books of the Company in the Ordinary Course of Business through the Closing Date.
Allocation of Tax Liabilities. 6 2.01 Liability for United States Federal Taxes................................................6 2.02
Allocation of Tax Liabilities. (i) Except as provided in Section 7.2(c)(iii), Xenia shall be responsible for, and shall indemnify, defend and hold harmless the Inland American Group against, any and all Taxes due with respect to Xenia, the Xenia Subsidiaries, the Xenia Business (including, without limitation, any Taxes attributable to the portion of the Xenia Business conducted by Holding TRS) and the Xenia Assets and any and all Taxes attributable to the Separation and Distribution (other than Taxes incurred by Inland American under Section 311(b) or Section 336(e) of the Code as a result of the Distribution), regardless of whether such Taxes are required to be reported on a Tax Return of Xenia or the Xenia Subsidiaries.
Allocation of Tax Liabilities. (a) The Affiliated Group shall apportion its consolidated federal income tax liability among the Members on a separate company basis. Each Member shall be allocated liability for the Tax Due shown on its Separate Return. For each taxable period, Circuit City will compute each Member’s Tax Due on a Separate Return basis. Circuit City will then allocate the tax liability to each Member based on the following method:
Allocation of Tax Liabilities. (a) Parent shall be liable for the following Taxes: (i) Taxes imposed with respect to the SpinCo Business or on the ownership or operation of the Contributed Assets, in each case, with respect to taxable periods ending on or before the Closing Date; (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (the “Straddle Period”), Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to the portion of such period ending on the Closing Date, and (iii) Taxes of Parent or any of its Affiliates (other than SpinCo), but excluding any Taxes imposed on the ownership of the Contributed Assets, whether arising out of the transactions contemplated by this Agreement or otherwise, for any and all Tax periods.
Allocation of Tax Liabilities. All taxes (except state or federal income taxes and franchise taxes) pertaining to the Oil & Gas Interests or production from the Oil & Gas Interests and similar obligations ("Taxes") are SELLER's responsibility where attributable to the period prior to the Effective Time and PURCHASER's responsibility where attributable to the period after the Effective Time (regardless of when assessed on the Oil & Gas Interests). To the extent possible, amounts relating to Taxes shall be included in the Final Accounting. Each Party shall be responsible for its own state or federal income taxes or franchise taxes. After the Effective Time, each Party shall supply the other Party all information and documents reasonably necessary to comply with tax and financial reporting requirements and audits.