Liability for Taxes. The Seller Parties shall be liable for and pay, and pursuant to this Article VII shall indemnify the Buyer Indemnitees against, all Taxes (including any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.
Liability for Taxes. (a) SEP I shall be liable for, and shall indemnify and hold the Company and its respective subsidiaries (including SEP III) harmless from any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including the Closing Date or (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SEP III, the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Date.
(b) The Company shall be liable for, and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date.
(c) Whenever it is necessary for purposes of this Article 5 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SEP III, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein...
Liability for Taxes. (a) Seller is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period ending on or before the Closing Date (a “Pre-Closing Period”) other than any Assumed Liability. Buyer is responsible for and will timely pay any Taxes arising or resulting from or in connection with the conduct of the Business or the ownership or use of the Purchased Assets attributable to any Tax period beginning after the Closing Date (a “Post-Closing Period”) and any Taxes that are an Assumed Liability.
(b) The Parties agree that any Apportioned Taxes, and any refund, rebate or similar payment received by Seller or Buyer for any Apportioned Taxes, will be apportioned between Seller and Buyer as follows:
(i) For Apportioned Taxes measured by the amount or level of any item (including such taxes as are measured by the value of intangibles), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount or level of such items immediately prior to the Closing, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.
(ii) For all Apportioned Taxes not described in clause (i), Seller is responsible for the amount of such Apportioned Taxes that are determined by multiplying (A) the amount of such Apportioned Taxes for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.
(iii) All Apportioned Taxes that are not the responsibility of Seller pursuant to Section 7.1(b)(i) through Section 7.1(b)(ii) hereof shall be the responsibility of Buyer.
(c) For the avoidance of doubt, Seller and Buyer are each responsible for their own Income Taxes arising out of their conduct of the Business or their ownership or use of the Purchased Assets, including Income Taxes arising out of the transactions contemplated in this Agreement.
(d) Notwithstanding any other provision contained in this Agreement (including the limitations set forth in Sections 11.2 or 11.3), any obligation arising out of this Section 7.1 will not be subject to any limits of minimu...
Liability for Taxes. (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the o...
Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties and the Acquired Entities harmless from, (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections), (ii) any Income Taxes imposed on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2.
(b) Whenever it is necessary for purposes of paragraph (a) of this Section 8.2 to determine the portion of any Income Taxes imposed on or incurred by the Acquired Entities (or any Group) for a Straddle Period, the determination shall be made, by assuming that the Pre-Closing Period constitutes a separate taxable period of the Acquired Entities and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a Straddle Period that are calculated on an annual or periodic basis shall be apportioned to the Pre-Closing Period ratably on a per diem basis and that any Income Taxes resulting from making the Section 338(h)(10) Elections...
Liability for Taxes. Contractor represents and warrants that it shall pay all taxes or similar amounts resulting from this Contract, including, but not limited to, any federal, state, or local income, sales or excise taxes of Contractor or its employees. TFC shall not be liable for any taxes resulting from this Contract.
Liability for Taxes. (a) From and after the Closing, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties harmless from the Partnership Parties’ Ownership Percentage of Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law which is attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary group for the period prior to and including the Closing Date, (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SemCrude Pipeline, White Cliffs Pipeline or their respective assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest or (iii) attributable to a breach by the Contributing Parties of any covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage.
(b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement.
(c) Whenever it is necessary for purposes of this Article VII to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by...
Liability for Taxes. HHSC is not responsible in any way for the payment of any Federal, state or local taxes related to or incurred in connection with the HMO’s performance of this Contract. HMO must pay and discharge any and all such taxes, including any penalties and interest. In addition, HHSC is exempt from Federal excise taxes, and will not pay any personal property taxes or income taxes levied on HMO or any taxes levied on employee wages.
Liability for Taxes. HHSC is not responsible in any way for the payment of any Federal, state or local taxes related to or incurred in connection with the MCO’s performance of this Contract. MCO must pay and discharge any and all such taxes, including any penalties and interest. In addition, HHSC is exempt from Federal excise taxes, and will not pay any personal property taxes or income taxes levied on MCO or any taxes levied on employee wages.
Liability for Taxes. 7.5.1 The Seller will be solely responsible for the following Taxes (collectively, the “Pre-Closing Tax Liabilities”): (i) all Taxes imposed upon the Seller, (ii) all Taxes imposed upon the Company with respect to Pre-Closing Tax Periods and which are attributable to operations of the Company prior to the Closing Date; and (iii) with respect to Straddle Periods (if any), all Taxes imposed upon the Company which are allocable, pursuant to Section 7.5.3, to the Pre-Closing portion of such Straddle Period.
7.5.2 The Company will be solely responsible for any and all Taxes (collectively, the “Post-Closing Tax Liabilities”) of, or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in the case of Taxes with respect to a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date.
7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider the Closing Date as the last day of the taxable year or period of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable to the portion of the Pre-Closing portion of such Straddle Period will be deemed equal to the amount that would be payable if the taxable year or period ended on the Closing Date based on the actual operations of the Company through and as of the Closing Date (except that, solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates ...
