Common use of Liability for Taxes Clause in Contracts

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. The (i) Parent and Seller Parties shall be liable for and pay, and pursuant to this Article VII shall X (and subject to the limitations thereof) agree to indemnify the and hold harmless Buyer Indemnitees from and against, all any Taxes (including imposed in respect of the Company for any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract taxable year or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods ending period that ends on or prior to before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer ; provided, however, that Parent and Seller shall not be liable for and or pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 shall not indemnify or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee hold harmless Buyer from and against, all (A) any Taxes applicable shown as a liability or reserve on the Closing Date Balance Sheet, to the business extent that any such liability or reserve reduces Working Capital and (B) any Taxes imposed in respect of the assets Company or for which the Company may otherwise be liable as a result of CCTP transactions occurring on the Closing Date that are attributable properly allocable to the portion of the Closing Date after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, the Company and all persons related to the Company under Section 267(b) of the Code immediately after the Closing shall treat the transaction for all federal income Tax purposes, and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any taxable years year or periods beginning after period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after ending on and including 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. The Seller Parties (a) Oncor shall be liable for and payresponsible for, and pursuant to this Article VII shall indemnify the Buyer Indemnitees and hold SDTS harmless from and against, all (i) Taxes (including any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract Oncor AssetCo, the Subject Oncor Operations or otherwise) applicable to the business and the assets of CCTP, in each case Oncor T Assets which are attributable to taxable years or periods ending on or prior to the any Pre-Closing Date and, with respect to any Straddle Period, Tax Period and the portion of such any Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant (ii) Taxes resulting from the Oncor Pre-Closing Contribution, (iii) Taxes relating to this Article VII (but without duplication of any amount specified in Section 2.5 SDTS AssetCo, the Subject SDTS Operations 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 SDTS Assets which are attributable to taxable years or periods beginning after the any Post-Closing Date and, with respect to any Straddle Period, Tax Period and 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 immediately after the Closing Date, except that (iv) those Transfer Taxes borne by Oncor pursuant to Section 11.03(b) and (c) and (v) (without duplication) any Taxes attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and resulting from a breach by the Oncor Entities of any Oncor Tax Representation or any of their covenants contained in this Article XI. Notwithstanding anything in this Section 11.01 or otherwise in this Agreement to the contrary, Oncor shall have no liability to SDTS for (x) Taxes to the extent such Taxes were included as property Taxesa liability in calculating the Oncor Working Capital Package, (y) imposed Taxes arising from actions taken by or at the direction of SDTS on the Closing Date after the Closing outside the ordinary course of business and (z) Taxes resulting from a periodic basis shall be allocated on a daily basisbreach by SDTS of the covenants in Section 11.02(e).

Liability for Taxes. The (1) Seller Parties shall be liable for and pay, shall hold Buyer and pursuant to this Article VII shall indemnify the Buyer Indemnitees against, Company harmless from any and all Taxes and Losses with respect to any liability for or with respect to (including i) any amounts owed Taxes payable by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable attributable to the business Company and the its Subsidiaries or their assets of CCTP, in each case attributable to taxable years and operations for periods (or periods portions thereof) ending on or prior to the Closing Date and, (except for any liability associated with respect to any Straddle Period, transfer taxes for which Buyer is responsible under Section 5.3(g) hereof) except for 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 Balance Sheet Taxes (but without duplication of any amount specified as defined in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against5.3(b)(2)), 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 treating 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 5.3 (in the case that the Closing Date is not the end of the books” basis taxable year under applicable law) the Closing Date as two partial periodsthe end of a short taxable year, one and determining the tax liability for such year (x) in the case of Income Taxes, as an amount equal to the amount of Income Taxes that would be payable if the period for which such Income Tax is assessed ended as of the end of the Closing Date, and (y) in the case of Taxes other than Taxes described in clause (x) hereof, as an amount equal to the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the period ending at as of the close end of the day immediately preceding the Closing Date and the other beginning denominator of which is the number of calendar days in the entire period, (ii) any Tax imposed on the day after Company pursuant to Treasury Regulation Section 1.1502-6 with respect to the Closing Datetaxable income of any Affiliated Group (or any corresponding provision of state, except that Taxes local or foreign law), (iii) any tax caused by or resulting from an election pursuant to Section 338(h)(10) of the Code or any corresponding provision of state, local or foreign Law and (iv) any Tax allocation or Tax sharing or similar agreement, as a transferee or successor, by contract or otherwise. Notwithstanding any other provision of this Agreement, the indemnification under this Section 5.3 shall not be subject to the indemnification limitations set forth in Section 9.5. Buyer shall prepare, and permit Seller to audit, such analyses as property Taxes) imposed on a periodic basis shall be allocated on a daily basisare reasonably requested by Seller to support any claim for indemnification under this Section.

Liability for Taxes. The Seller Parties (a) SU shall be liable for responsible for, and, from and pay, and pursuant to this Article VII after the Closing shall indemnify and hold the Buyer SDTS Indemnitees harmless from and against, all Losses suffered or incurred by any SDTS Indemnitee to the extent arising or resulting from any of the following: (i) Taxes (including any amounts owed by a Buyer Indemnitee of or relating to Taxes pursuant to a contract GS LLC, the Subject NTX Operations or otherwise) applicable to the business and the assets of CCTP, in each case NTX Assets which are attributable to taxable years or periods ending on or prior to the any Pre-Closing Date and, with respect to any Straddle Period, Tax Period and the portion of such any 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 7.1ii) shall indemnify each Seller Indemnitee from and against, all Taxes applicable relating to the business and Subject STX Operations or the assets of CCTP that STX Assets which are attributable to taxable years or periods beginning after the any Post-Closing Date and, with respect to any Straddle Period, Tax Period and the portion of such any Straddle Period beginning on the day immediately after the Closing Date; provided, however, that Buyer shall not be liable for (iii) those Transfer Taxes borne by SU pursuant to Section 9.03; or pay, and shall not indemnify any Seller Indemnitee from and against, (iv) (without duplication) any Taxes for which attributable to a Pre-Closing Tax Period or the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes portion of this Section 7.5(a), any a Straddle Period shall be treated ending on a “closing of the books” basis as two partial periods, one ending at the close of and including the Closing Date and resulting from a breach by SU of any SU Tax Representation or any of their covenants contained in this Article IX. Notwithstanding anything in this Section 9.01 or otherwise in this Agreement to the contrary, SU shall have no liability to SDTS for (w) Taxes to the extent such Taxes were included as a liability in calculating the NTX Working Capital Package, as finally determined pursuant to Section 1.09, (x) any Taxes to extent such Taxes were taken into account in determining the payments made from one party to the other beginning in respect of Taxes pursuant to Section 9.01(d), (y) Taxes arising from actions taken by or at the direction of SDTS on the day Closing Date after the Closing Date, except that outside the ordinary course of business and (z) Taxes (such as property Taxes) imposed on resulting from a periodic basis shall be allocated on a daily basisbreach by SDTS of the covenants in Section 9.02(d).

Liability for Taxes. The Seller Parties shall be liable Sellers are responsible for and pay, and pursuant to this Article VII shall indemnify the Buyer Indemnitees against, all Taxes (including any amounts owed payable by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to members of the business and the assets of CCTP, in each case attributable to taxable years or Company Group for all periods ending on or prior to before the Closing Date andand shall prepare all Tax Returns with respect to members of the Company Group for all periods ending on or before the Closing Date. The Purchaser is responsible for all Taxes payable by members of the Company Group for all periods commencing after the Closing Date and shall prepare all Tax Returns with respect to members of the Company Group for all periods ending after the Closing Date. If the Sellers determine, in their discretion, that it is necessary, following the Closing Date, to amend any Tax Return previously filed by any member of the Company Group with respect to any Straddle Period, the portion of such Straddle Period period ending on and including or before the Closing Date, the Sellers shall provide the Purchaser with such amended Tax Return and the Purchaser shall cause the appropriate member (or members) of the Company Group to execute and file such amended Tax Returns as prepared by the Sellers. Buyer Any refunds, credits or overpayments of Taxes in respect of Tax Returns with respect to members of the Company Group for all periods ending on or before the Closing Date (including but not limited to any refund or credit allowable as an offset against Taxes otherwise payable), plus any interest received with respect thereto from the applicable Taxing Authorities, shall be liable for the account of the Sellers and payif received by the Purchaser and not included as an asset in the Final Closing Balance Sheet, 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 will be forwarded to the business and Sellers within ten (10) days of the assets Purchaser’s receipt. Any refunds, credits or overpayments of CCTP that are attributable Taxes with respect to taxable years or members of the Company Group for all periods beginning commencing after the Closing Date and(including but not limited to any refund or credit allowable as an offset against Taxes otherwise payable), plus any interest received with respect to any Straddle Periodthereto from the applicable Taxing Authorities, 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 for the account 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 basisPurchaser.

Liability for Taxes. The Seller Parties From and after the Book Close, Sellers shall be liable for indemnify Buyer and payits affiliates (including HHI), and pursuant to this Article VII shall indemnify the Buyer Indemnitees hold them harmless from and against, any losses imposed on or incurred by Buyer or its affiliates (including HHI), directly or indirectly, by reason of or resulting from any and 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, imposed upon HHI with respect to or pursuant to (i) any Pre-Closing Period and (ii) any taxable period beginning on or before the Book Close and ending after the Book Close (a "Straddle Period"), but only with respect to the portion of such Straddle Period ending the day before the Book Close (such portion, a "Pre-Closing Straddle Period"), and not for any losses or Taxes of HHI or any Affiliate of Buyer resulting from the consummation of any transaction contemplated by this Agreement. If there is a net refund received by HHI that is reflected on a Tax Return for a Pre-Closing Period or a Pre-Closing Straddle Period, the Buyer shall promptly pay, or cause HHI to pay, the amount of such net refund to the Sellers. From and after the Book Close, Buyer shall indemnify Sellers and hold Sellers harmless from and against all losses imposed on or incurred by Sellers, directly or indirectly, by reason of or resulting from any and all Taxes imposed on HHI (i) with respect to or pursuant to any taxable period commencing on the Book Close, (ii) the portion of any Straddle Period commencing on the Book Close and (iii) any Taxes arising or imposed on HHI resulting from any transaction contemplated by this Agreement. For purposes of this Section 6.7, in the case of any Taxes that are imposed on a periodic basis and are payable for the 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 Tax which relates to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Pre-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 (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be treated on deemed to be the amount of such Tax for the entire taxable period multiplied by a “closing fraction the numerator of which is the books” basis as two partial periods, one number of days in the taxable period ending at the close of the Closing Date and the other beginning on the day after before the Closing DateBook Close and the denominator of which is the number of days in the entire taxable period, except that Taxes and (such as property Taxesii) imposed in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period, including the taxable year of Heritage MLP, ended on a periodic basis shall be allocated on a daily basisthe day before the Book Close.

Liability for Taxes. The (i) Parent and Seller Parties shall be liable for and pay, and pursuant to this Article VII shall X (and subject to the limitations thereof) agree to indemnify the and hold harmless Buyer Indemnitees from and against, all any Taxes (including imposed in respect of the Company for any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract taxable year or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods ending period that ends on or prior to before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer ; provided, however, that Parent and Seller shall not be liable for and or pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 shall not indemnify or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee hold harmless Buyer from and against, all (A) any Taxes applicable shown as a liability or reserve on the Closing Date Balance Sheet, to the business extent that any such liability or reserve reduces Working Capital and (B) any Taxes imposed in respect of the assets Company or for which the Company may otherwise be liable as a result of CCTP transactions occurring on the Closing Date that are attributable properly allocable to the portion of the Closing Date after the Closing (Taxes described in this proviso, hereinafter “Excluded Taxes”). Buyer and Seller agree that, with respect to any transaction described in clause (B) of the preceding sentence, the Company and all persons related to the Company under Section 267(b) of the Code immediately after the Closing shall treat the transaction for all federal income Tax purposes, and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any taxable years year or periods beginning after period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after ending on and including 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. The Each Seller Parties shall be liable for and pay, and pursuant to this Article VII shall indemnify the and hold Buyer Indemnitees against, harmless for (i) all Taxes (including any amounts owed payable by a Buyer Indemnitee the Acquired Companies or relating to either Acquired Company’s operations and attributable to any taxable period or portion of a period that ends on or before the Closing Date; and (ii) any Taxes pursuant to a contract or otherwise) applicable imposed in connection with the change from the cash method to the business and accrual method of accounting of the assets Professional Company. Each Seller shall reimburse Buyer for such Seller’s proportionate share of CCTPsuch Taxes within 10 days of receipt of notice from Buyer of the amount of such Taxes. For purposes hereof, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, Taxes with respect to any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period, ”) shall be apportioned to the period ending on or before the Closing Date (the “Pre-Closing Period”) as follows: (i) the portion of any real, personal and intangible property Taxes (“Property Taxes”) equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of days in the Straddle Period; and (ii) any Taxes other than Property Taxes computed as if such Straddle Period ending ended 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; providedprovided that exemptions, however, allowances or deductions that Buyer shall not be liable for or pay, are calculated on an annual basis (including depreciation 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(aamortization deductions), any Straddle Period other than with respect to property placed in service after the Closing, shall be treated allocated between the period ending 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 period after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basisDate in proportion to the number of days in each period.

Liability for Taxes. The Seller Parties Sellers shall be liable to the extent provided for and payin Article VIII for an amount equal to the Taxes of each of the Companies attributable to the portion of a Straddle Tax Period ending on the day before the Closing Date, and as determined pursuant to this Article VII shall indemnify the Buyer Indemnitees against, Section 9.2. A “Straddle Tax Period” means 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 tax periods ending on or prior to which begin before the Closing Date andand end after the Closing Date. For purposes of this Section 9.2, with respect to (i) in the case of any Taxes that are imposed on a periodic basis (for example, property Taxes) and are payable for a Straddle Tax Period, the portion of such Straddle Period Tax which shall be attributed to the portion of such Tax 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 day before the Closing Date andshall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the day before the Closing Date and the denominator of which is the number of days in the entire Tax period, with respect to any Straddle Periodand (ii) in the case of other Taxes, the portion of such Straddle Period beginning after Tax which shall be attributed to the portion of such Tax period ending on the day before 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 Date shall be treated based upon the amount which would be payable if the relevant Tax period ended on the day before the Closing Date (a “closing of the books” basis as two partial periods, one ). Any credits relating to a Straddle Tax Period shall be allocated (i) to the Sellers in an amount equal to the portion of such credits which relates to the portion of such Straddle Tax Period ending at on the close of day before the Closing Date and (ii) to the other beginning on Buyer with respect to the day after remainder of such credits. All determinations necessary to give effect to the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis foregoing allocations shall be allocated on made in a daily basismanner consistent with prior practice (to the extent permitted by Law) of each of the Companies, as applicable.

Liability for Taxes. The Seller Parties shall be liable responsible for and payindemnify Buyer and the Companies against, and pursuant Seller shall be entitled to this Article VII shall indemnify all refunds and credits of, (i) any Tax with respect to a Company that is attributable to a Pre-Closing Tax Period or to that portion of a Straddle Period that ends on the Buyer Indemnitees against, all Taxes Closing Date (including any Tax resulting from any audit or proceeding that closes or concludes following the Closing Date, even where such audit or proceeding was disclosed to Seller in Section 4.8 or on Schedule 4.8), but only to the extent that the aggregate amount of such Taxes exceeds the amounts owed by reflected as a Buyer Indemnitee relating current liability (and, in the case of CCI, the current and deferred liability) for Taxes in the computation of Net Working Capital, and (ii) any liability of a Company under Treas. Reg. §1.1502-6 (or any similar provision under state, local or foreign law) for Taxes attributable to Taxes pursuant any Pre-Closing Tax Period or to that portion of a Straddle Period that ends on the Closing Date. With respect to a contract or otherwise) applicable Straddle Period, Seller and Buyer shall determine the Tax attributable to the business and portion of the assets of CCTP, in each case attributable to taxable years or periods ending Straddle Period that ends on or prior to the Closing Date andby an interim closing of the books of the Company as of the Closing Date, with respect except for ad valorem or property Taxes and franchise Taxes based solely on capital which shall be prorated on a daily basis to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable responsible for and payindemnify Seller against, and pursuant Buyer shall be entitled to this Article VII all refunds and credits of (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 againstsuch entitlement being subject to the following sentence), all other Taxes applicable with respect to the business and the assets of CCTP that are attributable to taxable years or periods beginning Companies. If after the Closing Date and, (i) Buyer or a Company receives a refund or utilizes a credit of any Tax with respect to any Straddle Period, the a Company that is attributable to a Pre-Closing Tax Period or to that portion of such a 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 ending on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date or (ii) the amount of any Tax paid with respect to a Company is less than the amount reflected as a current liability (and, in the case of CCI, the current and deferred liability) for such Tax in the other beginning on the day computation of Net Working Capital, Buyer shall pay to Seller within ten (10) days after the Closing Datesuch receipt, except that Taxes (utilization or reduction an amount equal to such as property Taxes) imposed on a periodic basis shall be allocated on a daily basisrefund, credit or reduction, together with any interest received or credited thereon.