Apportionment of Asset Taxes Sample Clauses

Apportionment of Asset Taxes. (a) Property Taxes shall be deemed attributable to the period during which ownership of the applicable Assets gives rise to liability for such Property Taxes, and liability therefor allocated to the Seller for (i) all taxable periods ending prior to the Effective Time and (ii) the portion of any Straddle Period ending immediately prior to the Effective Time, and to Buyer for (A) all taxable periods beginning at or after the Effective Time and (B) the portion of any Straddle Period beginning at the Effective Time. For purposes of determining the allocations described in this Section 9.2(a), Property Taxes pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Property Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, on the one hand, and the number of days in such Straddle Period that occur on or after the date on which the Effective Time occurs, on the other hand.
Sample 1
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Apportionment of Asset Taxes. Seller shall be responsible for all Asset Taxes attributable to the Properties for any period or portion thereof ending before the Effective Time. Buyer shall be responsible for all Asset Taxes attributable to the Properties for any period or portion thereof beginning on or after the Effective Time. For purposes of this Section 6.2, (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons will 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 income or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i)), will 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 will be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective Time occurs, on the one hand, and the number of days in such Straddle Period that occur on or after the date on which the Effective Time occurs, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes will begin on the date on which ownership of the applicable Properties gives rise to liability for the particular Asset Tax and will end on the day before the next such date. The apportionment of Asset Taxes between the Parties will take place as an adjustment to the Purchase Price pursuant to Section 2.2 in the Preliminary Settlement Statement for Asset Taxes for which information is available at the Closing and pursuant to Section 9.2 in the Final Settlement Statement for all remaining Asset Taxes, using estimates of such Asset Taxes if actual numbers are not available. As used herein, “Straddle Period” means any Tax period beginning before and ending after the Effective Time.
Sample 1
Apportionment of Asset Taxes. The payment to the appropriate Governmental Authority of all Asset Taxes, and the filing of all Tax Returns or reports in respect of such Asset Taxes, shall be handled or made by the Acquired Companies in accordance with applicable Law. Purchaser shall be responsible for all Asset Taxes for any period that begins on or after the Effective Time. If such Asset Taxes are assessed for any period that includes the Effective Time, they shall be apportioned (1) between the portion of the period occurring prior to the Effective Time and the portion of the period occurring after the Effective Time based on the number of days in the applicable period falling before the Effective Time and on the number of days in the applicable period falling on or after the Effective Time, (2) with respect to the portion of the period occurring after the Effective Time, 100% to Purchaser, and (3) with respect to the portion of the period occurring prior to the Effective Time, fifty percent (50%) to Purchaser and its Affiliates, on the one hand, and fifty percent (50%) to Seller, on the other hand; provided that production, severance, excise and similar Taxes shall be apportioned based on the number of units actually produced, purchased or sold or proceeds of sale, as applicable, before, or at and after, the Effective Time. For purposes of this Section 8.1, ad valorem and real property Taxes assessed for a particular time period shall be deemed attributable to such time period, even if such assessment is valued based (in whole or in part) upon production or other data for prior Tax periods. The actual amounts associated with the above, if any, shall be accounted for to the extent known in the adjustments to the Purchase Price at Closing and finally reconciled in the Final Settlement Statement based on then-current information.
Sample 1
Apportionment of Asset Taxes. For purposes of determining the allocations described in Section 10.1, (a) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional bases shall be deemed attributable to the period in which the transaction giving rise to such Asset Taxes occurred using a “closing of the books methodology” as of the Effective Time and (b) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis (other than such Asset Taxes described in clause (a)) shall be deemed attributable to the period of ownership of the applicable Asset subject to such Asset Taxes. For purposes of clause (b), Asset Taxes imposed on a periodic basis that includes, but does not end at, the Effective Time, shall be allocated between the portion of such Tax period ending prior to the Effective Time and the portion of such Tax period beginning on or after the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Tax period that occur before the day on which the Effective Time occurs, on the one hand, and the number of days in such Tax period that occur on and after the day on which the Effective Time occurs, on the other hand. For purposes of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date.
Sample 1
Apportionment of Asset Taxes. (1) Seller shall be allocated and bear all Asset Taxes attributable to: (i) any tax period (or portion thereof) ending prior to the Effective Date; and (ii) the portion of any Straddle Period ending prior to the Effective Date. Buyer shall be allocated and bear all Asset Taxes attributable to: (A) any tax period (or portion thereof) beginning on or after the Effective Date; and (B) the portion of any Straddle Period beginning on the Effective Date.
Sample 1

Related to Apportionment of Asset Taxes

  • Allocation of Straddle Period Taxes In the case of any Straddle Period:

  • Apportionment of Tax Attributes (i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Certain Taxes and Fees All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Net Payments; Taxes (a) All payments made by any Credit Party hereunder will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income, net profits or any franchise tax based on net income or net profits, and any branch profits tax of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein or due to failure to provide documents under Section 4.04(b), all such taxes “Excluded Taxes”) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges to the extent imposed on taxes other than Excluded Taxes (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes” and “Taxation” shall be applied accordingly). The Borrower will furnish to the Facility Agent within 45 days after the date of payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.

  • Apportionment of Taxes For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, 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 Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.

  • Straddle Period Taxes Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Date.

  • Indemnity for Taxes, Reserves and Expenses (a) If after the date hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):

  • No Setoff or Deductions; Taxes; Payments The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

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