Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of the period ending on the Closing Date shall be:
Proration of Straddle Period Taxes. (a) For purposes of determining the portion of any Taxes (other than Asset Taxes) that are payable with respect to any Straddle Period that constitute Seller Taxes, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Tax Effective Date shall be deemed equal to the amount that would be payable if the Tax period of the Companies ended with (and included) the Tax Effective Date (provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period ending on and including the Tax Effective Date and the portion of the Straddle Period beginning after the Tax Effective Date in proportion to the number of days in each portion of the Straddle Period).
Proration of Straddle Period Taxes. In the case of Taxes relating to the Purchased Entities (or Subsidiaries thereof) that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of the Straddle Period ending on the Closing Date shall be (i) in the case of Taxes not described in clause (ii) (including Taxes that are based upon or related to income or receipts), deemed equal to the amount that would be payable if the Straddle Period of the Purchased Companies ended with (and included) the Closing Date; provided that exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period ending on and including the Closing Date and the portion of the Straddle Period beginning after the Closing Date in proportion to the number of days in each such portion; and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Purchased Entities, 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 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. With respect to any Purchased Company or Subsidiary thereof that is treated as a partnership for U.S. federal income Tax purposes, the Parties agree to allocate, pursuant to Section 706 of the Code, between Purchaser and Seller based on a closing of the books as of the Closing Date, all items of income, gain, loss, deduction and credit attributable to such Purchased Company or Subsidiary for the applicable taxable period in which the Closing Date occurs. For the avoidance of doubt, Seller Parent and Purchaser shall use the interim closing of the books method at the end of the Closing Date for purposes of determining allocations that must be made to the Purchased Entities and their respective Subsidiaries for U.S. federal, and applicable state and local, income Tax purposes (including pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)), and neither Seller Parent nor Purchaser shall elect ...
Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period:
Proration of Straddle Period Taxes. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of the Straddle Period ending on the Closing Date shall be, in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Company ended with (and included) the Closing Date; and in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Company, 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 period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period.
Proration of Straddle Period Taxes. For purposes of determining the portion of any Taxes for any Straddle Period that are Seller Taxes, the portion of any Taxes with respect to such Straddle Period that is attributable to the portion of the Straddle Period ending on the day immediately prior to the Closing Date shall be:
Proration of Straddle Period Taxes. 81 Section 9.4 Cooperation on Tax Returns and Tax Proceedings 82 Section 9.5 Transfer Taxes 82 Section 9.6 Tax Refunds 82 ARTICLE 10 TERMINATION 83 Section 10.1 Termination 83 Section 10.2 Effect of Termination 83 ARTICLE 11 ASSUMPTION; INDEMNIFICATION; LIMITATIONS 85 Section 11.1 [Reserved] 85 Section 11.2 Indemnification 85 Section 11.3 Indemnification Actions 88 Section 11.4 Limitation on Actions 90 ARTICLE 12 MISCELLANEOUS 93 Section 12.1 Counterparts 93 Section 12.2 Notices 93 Section 12.3 Expenses 94 Section 12.4 Records 95 Section 12.5 Name Change 95 Section 12.6 Governing Law 95 Section 12.7 Dispute Resolution 95 Section 12.8 Captions 96 Section 12.9 Waivers 96 Section 12.10 Assignment 96 Section 12.11 Entire Agreement 96 Section 12.12 Amendment 96 Section 12.13 No Third-Person Beneficiaries 97 Section 12.14 Headings 97 Section 12.15 References 97 Section 12.16 Construction 97 Section 12.17 Limitation on Damages 98 Section 12.18 Specific Performance 98 Section 12.19 Time of Essence 98 EXHIBITS: Exhibit A Form of Assignment of Interests Exhibit B Companies Exhibit C Form of Escrow Agreement Exhibit D Title/Environmental Disputes Exhibit E Form of Registration Rights Agreement Exhibit F Form of Seller Guarantee Exhibit G Form of Excluded Assets Assignment Exhibit H R&W Policy ANNEXES: Annex 1 Company Assets Part A Company Leases Part B Company Xxxxx Part C Company Contracts Part D-1 Company Rights-of-Way Part D-2 Company Personal Property Part E Company Excluded Assets SCHEDULES: Schedule A Sinking Funds Schedule 1.2 Permitted Encumbrances Schedule 3.3 Subsidiaries Schedule 3.6 Litigation Schedule 3.7 Taxes Schedule 3.8 Environmental Law Schedule 3.9 Compliance with Laws Schedule 3.10(a) Material Contracts Schedule 3.10(b) Affiliate Contracts Schedule 3.10(c) Certain Material Contract Matters Schedule 3.11(a) Preferential Purchase Rights Schedule 3.11(b) Consents Schedule 3.13 Outstanding Capital Commitments Schedule 3.14 Absence of Certain Changes Schedule 3.17 Insurance Schedule 3.19 Payout; Take-or-Pay Schedule 3.20 Non-Consent Operations Schedule 3.21(a) Xxxxx Schedule 3.21(b) P&A’x Xxxxx Schedule 3.21(c) Decommissioning Obligations Schedule 3.22 Imbalances Schedule 3.23 Royalties Schedule 3.24 Leases Schedule 3.27 Bank Accounts Schedule 3.28 Intellectual Property Schedule 3.30(a) Bonds; Letters of Credit; Guarantees Schedule 3.30(b) Other Credit Support Items Schedule 3.33 Specified Matters Schedule 5.2 Operation of Business Schedule 5.3 Conduct...
Proration of Straddle Period Taxes. For purposes of determining Working Capital, in the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the day on which the Reference Time occurs shall be:
Proration of Straddle Period Taxes. The parties agree to use the rules in this Section 11(d) for determining the Company’s Taxes that relate to the Straddle Period. With respect to Taxes measured by or imposed on income, sales, receipts, uses, wages, or other payments or accruals to or from other persons, the portion of any such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be the amount that would be payable if the Company filed a separate Tax Return solely for the portion of the Straddle Period ending on the Closing Date. In the case of all other Taxes, the portion of any such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be prorated based on the number of days in the portion of the Straddle Period ending on the Closing Date relative to the total number of days in the entire Straddle Period.
Proration of Straddle Period Taxes. For purposes of Section 2.3(b), Section 2.4(f), Section 2.6(b) and Article X, any liability for Taxes attributable to a Straddle Period shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date (a) in the case of Property Taxes, by apportioning such Taxes on a per diem basis and (b) in the case of all other Taxes, on the basis of a closing of the books as of the close of business on the Closing Date.
