Common use of Tax Allocation Clause in Contracts

Tax Allocation. (1) Seller shall be allocated all Asset Taxes for any taxable period or portion thereof ending on or prior to the Closing Date, including the portion of any Straddle Period ending on or prior to the Closing Date (a “Pre-Closing Date Tax Period”), and Buyer shall be allocated all Asset Taxes for any Tax Period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, (i) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall 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 sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall 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 shall be allocated between the Pre-Closing Date Tax Period and the portion of such Straddle Period beginning after the Closing Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur in the Pre-Closing Date Tax Period, on the one hand, and the number of days in such Straddle Period that occur after the Closing Date, on the other hand. (2) Except as provided in ‎Section 6.13(a)(1) with respect to Asset Taxes, Seller shall be allocated all Taxes of the Company for any Pre-Closing Date Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, any Taxes (other than Asset Taxes) imposed on the Company shall be allocated using a “closing of the books” methodology as of the Closing Date. (3) Buyer shall be solely responsible for the timely payment of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectively, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreement.

Tax Allocation. (1) Seller shall be allocated all Asset For purposes of Section 7.3, in the case of any Taxes that are imposed on a periodic basis and are payable for any a taxable period or portion thereof ending on or prior to that includes (but does not end on) the Closing Date, including the portion of any Straddle Period such Tax which relates to the portion of such taxable period ending at the close of business on or prior to the Closing Date shall (a “Pre-Closing Date Tax Period”), and Buyer shall be allocated all Asset a) in the case of any Taxes for any Tax Period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, (i) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall 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 sales income or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall receipts, be allocated deemed to be 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 shall be allocated between the Pre-Closing Date Tax Period and the portion amount of such Straddle Period beginning after Tax for the Closing Date entire taxable period multiplied by prorating each such Asset Tax based on a fraction the numerator of which is the number of days in the applicable Straddle Period that occur in taxable period ending on the Pre-Closing Date Tax Period, on and the one hand, and denominator of which is the number of days in such Straddle Period the entire taxable period, and (b) 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 ended at the close of business on the Closing Date (but calculated by excluding any income or gain arising from the conversion from cash to accrual in connection with the Transactions), any credits relating to a taxable period that occur begins before and ends after the Closing Date, on the other hand. (2) Except as provided in ‎Section 6.13(a)(1) with respect to Asset Taxes, Seller Date shall be allocated all Taxes on a basis consistent with the allocations made pursuant to the preceding sentence. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner that endeavors to be consistent with the prior practice of the Company to the extent such practice complies with applicable Legal Requirements. For all purposes of this Agreement, the parties agree that any deductions related to the payment or accrual of the Sale Bonus Amount shall be for any the benefit of the Selling Shareholders (either as a deduction of the Company available for purposes of computing the income of the Selling Shareholders for the Pre-Closing Date Tax Period, and Buyer shall be allocated all Taxes of Period or as a deduction available to the Company for any Tax Selling Shareholders during the period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For The parties also agree for purposes of determining this Agreement (x) any Transactions Taxes shall be borne in the Tax allocations manner described in Section 7.9 hereof, and (y) the preceding sentence, Parent shall be responsible for (i) any Taxes (other than Asset Taxes) imposed on arising from Holdings' or the Company shall be allocated using a “closing of Company's conversion from the books” methodology as of cash method to the Closing Date. (3) Buyer shall be solely responsible for the timely payment of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar Taxes and fees arising out of or accrual method in connection with or attributable Transactions, and (ii) Taxes reflected in Closing Working Capital as finally determined pursuant to the transactions consummated under this Agreement (collectively, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this AgreementSection 1.8.

Tax Allocation. (1a) Seller Straddle Period Allocation. Purchaser shall be allocated responsible for all Asset Taxes for any taxes payable with respect to the Property that relate to a taxable period (or portion thereof ending thereof) beginning on or prior to after the Closing Date. With respect to a taxable period that includes, including the portion of any Straddle Period ending on or prior to but does not end on, the Closing Date (each such period, a “Pre-Closing Date Tax Straddle Period”), (i) all real property taxes, personal property taxes, and Buyer shall similar ad valorem obligations levied or imposed with respect to the Property for a Straddle Period will be allocated all Asset Taxes for any Tax apportioned between Seller and Purchaser based on the number of days of such Straddle Period other than a Pre-included in the period ending on (and including) the Closing Date Tax Period (including and the portion number of any Straddle Period beginning days of such taxable period included in the period after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, (i) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, Date and (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis taxes (if any) other than such Asset Taxes taxes described in clause (i) of this sentence levied or (iii)) shall 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 shall be allocated between the Pre-Closing Date Tax Period and the portion of such Straddle Period beginning after the Closing Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur in the Pre-Closing Date Tax Period, on the one hand, and the number of days in such Straddle Period that occur after the Closing Date, on the other hand. (2) Except as provided in ‎Section 6.13(a)(1) with respect to Asset Taxes, Seller shall be allocated all Taxes of the Company for any Pre-Closing Date Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, any Taxes (other than Asset Taxes) imposed on the Company Property shall be allocated using a “closing of the books” methodology as of the end of the Closing Date. ; provided that, (3x) Buyer exemptions, allowances, or deductions that are calculated on an annual basis shall be solely responsible allocated between the period ending on the Closing Date and the period beginning subsequent to the Closing Date in proportion to the number of calendar days in each period and (y) the taxable period in respect of a particular real property tax, personal property tax, or any other similar ad valorem obligation shall begin on the date on which ownership of the applicable asset gives rise to the liability for the timely payment of particular tax and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar Taxes and fees arising out of or in connection with or attributable end on the day immediately prior to the transactions consummated under this Agreement (collectivelynext such applicable date. If Closing occurs before that year’s tax bills are available, “Transfer Taxes”). Buyer the proration will be based on the most recent tax rate and assessment; provided, after the taxes for the year in which the Closing occurs are finally assessed, upon written demand, Purchaser shall refund to Seller any amount overpaid by Seller or Seller shall cause pay to Purchaser the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join amount of any deficiency in the execution proration in accordance with Section ‎9.4 (and without duplication of any such Tax Returns or other documentationamounts already taken into account under that section). For the avoidance of doubt, Transfer Taxes Purchaser shall exclude be responsible for the payment of all ad valorem taxes (including, without limitation, all so-called “roll-back taxes”) which may be levied, assessed, charged or collected by any Income Taxes taxing authority with respect to any change of use of the Property occurring after Closing, whether such taxes or assessments are levied, assessed, charged or collected at Closing or thereafter, and shall be responsible for any incremental taxes that become due and owing by the Company or Sellers arise as a result of the transactions consummated under this Agreementsale of the Property but that would not have arisen had the sale not occurred (e.g., Purchaser shall be responsible for any and all revaluations). Purchaser shall be responsible for any stamp, deed, recording, or other similar transfer taxes (“Transfer Taxes”) payable as a result of the sale of all or any part of the Property to Purchaser.

Tax Allocation. (1) Seller shall be allocated all Asset Taxes for any taxable period or portion thereof ending on or prior to the Closing Date, including the portion of any Straddle Period ending on or prior to the Closing Date (a “PreThe Non-Closing Date Tax Period”), and Buyer shall be allocated all Asset Taxes for any Tax Period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, (i) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall 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 sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall 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 Income Taxes imposed on a periodic basis pertaining to a Straddle Period (including real, personal and intangible property Taxes or ad valorem property Taxes) (“Property Taxes”) for which Seller shall be allocated between and remain liable is the Pre-Closing Date amount of Property Taxes (other than the Assumed Seller Taxes) assessed with respect to the ownership or operation of the Assets for (i) any Tax Period and the portion of such Straddle Period beginning after period ending prior to the Closing Date and (ii) any Straddle Period multiplied by prorating each such Asset Tax based on a fraction, the numerator of which is the number of days in the applicable Straddle Period that occur in ending immediately prior to the Pre-Closing Date Tax Period, on and the one hand, and denominator of which is the number of days in such the entire Straddle Period that occur after the Closing Date, on the other hand. Period. The Production Taxes and Non-Income Taxes (2except for Property Taxes) Except as provided in ‎Section 6.13(a)(1) with respect to Asset Taxes, for which Seller shall be allocated all Taxes and remain liable is the amount of the Company for any Pre-Closing Date Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, any such Taxes (other than Asset the Assumed Seller Taxes) imposed assessed with respect to the ownership or operation of the Assets for (i) any Tax period ending prior to the Closing Date and (ii) any Straddle Period, the Production Taxes or Non-Income Taxes that would be payable with respect to the ownership or operation of the Assets as of the end of the day immediately prior to the Closing Date as if such period were treated as ending as of the end of the day 50 prior to the Closing Date. All Non-Income Taxes and Production Taxes with respect to the ownership or operation of the Assets arising on or after the Company Closing Date (including all Straddle Period Taxes not apportioned to Seller) shall be allocated using to and borne by Buyer. The portion of Non-Income Taxes and Production Taxes to be borne by Seller and not paid by Seller on or prior to Closing shall be satisfied by a “closing downward adjustment to the Purchase Price pursuant to Section 7.02(b)(iv). To the extent the actual amount of any such Non-Income Taxes and Production Taxes is not determinable at Closing, the most recent information available will be used to estimate the Purchase Price adjustment pursuant to Section 7.02. Upon determination of the books” methodology as actual amount of estimated Production Taxes and Non-Income Taxes, and once no further payments are required under Section 7.02(g), (x) Seller shall pay to Buyer any additional amount necessary to satisfy its allocated share of Production Taxes and Non-Income Taxes no later than five (5) Business Days prior to the Closing Date. due date for such Taxes or (3y) Buyer shall be solely responsible for increase the timely payment Credit Bid portion of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar the Purchase Price by any amount necessary to satisfy its allocated share of Production Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectivelyNon-Income Taxes, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreementapplicable.

Tax Allocation. (1) Seller All amounts constituting consideration within the meaning of, and for the purposes of, Section 1060 of the Code and the regulations thereunder shall be allocated among the Acquired Assets and any other assets or rights acquired by Buyer hereunder in the manner required by Section 1060 of the Code and the regulations thereunder and all Asset Taxes applicable Laws. No later than ninety (90) calendar days after Buyer and the Sellers reach final agreement on the Final Closing Date Statement, Buyer shall provide Holder with a proposed schedule (the “Allocation Schedule”) allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the Parties fifteen (15) calendar days after Buyer provides such schedule to Holder, unless Holder objects in writing to Buyer, specifying the basis for any taxable period or portion thereof ending its objection and preparing an alternative allocation. If Holder does object, Buyer and Holder shall in good faith attempt to resolve the dispute within fifteen (15) calendar days of receipt by Buyer of written notice of Holder’s objection. Any such resolution shall be final and binding on or prior the Parties. Any unresolved disputes shall be promptly submitted to an independent accounting firm selected in the manner described in Section 3.3(a) for determination, which determination shall be final and binding on the Parties. Buyer and Holder will each pay one-half of the fees and expenses of the independent accounting firm. The Parties shall cooperate with each other and the independent accounting firm in connection with the matters contemplated by this Section 3.5, including by furnishing such information and access to books, records (including accountants work papers), personnel and properties as may be reasonably requested. Each of the Parties agrees to (a) prepare and timely file all Tax Returns, including IRS Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all tax purposes. The Parties will revise the Allocation Schedule to the Closing Dateextent necessary to reflect any subsequent adjustments to the Purchase Price, including those in respect of payments made under Article XV hereof. In the portion case of any Straddle Period ending on or prior to the Closing Date (a “Pre-Closing Date Tax Period”)such payment, and Buyer shall be allocated all Asset Taxes for any Tax Period other than propose a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, (i) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall 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 sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall 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 shall be allocated between the Pre-Closing Date Tax Period and the portion of such Straddle Period beginning after the Closing Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur in the Pre-Closing Date Tax Period, on the one handrevised Allocation Schedule, and the number of days in such Straddle Period that occur after Parties shall follow the Closing Date, on the other hand. (2) Except as provided in ‎Section 6.13(a)(1) procedures described above with respect to Asset Taxesreview, Seller shall be allocated all Taxes dispute and resolution in respect of the Company for any Pre-Closing Date Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, any Taxes (other than Asset Taxes) imposed on the Company shall be allocated using a “closing of the books” methodology as of the Closing Datesuch revision. (3) Buyer shall be solely responsible for the timely payment of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectively, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreement.

Tax Allocation. (1) Seller shall be allocated all Asset Taxes for any taxable period or portion thereof ending on or prior to the Closing DateEffective Time, including the portion of any Straddle Period ending on or prior to the Closing Date Effective Time (a “Pre-Closing Date Effective Time Tax Period”), and Buyer shall be allocated all Asset Taxes for any Tax Period other than a Pre-Closing Date Effective Time Tax Period (including the portion of any Straddle Period beginning at or after the Closing DateEffective Time). For purposes of determining the Tax allocations described in the preceding sentence, (i) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall 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 sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall 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 shall be allocated between the Pre-Closing Date Effective Time Tax Period and the portion of such Straddle Period beginning from and after the Closing Date Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur in the Pre-Closing Date Effective Time Tax Period, on the one hand, and the number of days in such Straddle Period that occur from and after the Closing DateEffective Time, on the other hand. (2) Except as provided in ‎Section 6.13(a)(1Section 7.13(a)(1) with respect to Asset Taxes, Seller shall be allocated all Taxes of the Company for any Pre-Closing Date Effective Time Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Closing Date Effective Time Tax Period (including the portion of any Straddle Period beginning from and after the Closing DateEffective Time). For purposes of determining the Tax allocations described in the preceding sentence, any Taxes (other than Asset Taxes) imposed on the Company shall be allocated using a “closing of the books” methodology as of the Closing DateEffective Time. (3) Buyer shall be solely responsible for the timely payment of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectively, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreement.

Tax Allocation. (1) Seller shall be allocated all Asset Taxes for any taxable period or portion thereof ending on or prior to the Closing Date, including the portion of any Straddle Period ending on or prior to the Closing Date (a “PreThe Non-Closing Date Tax Period”), and Buyer shall be allocated all Asset Taxes for any Tax Period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, (i) Asset Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall 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 sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall 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 Income Taxes imposed on a periodic basis pertaining to a Straddle Period (including real, personal and intangible property Taxes or ad valorem property Taxes) (“Property Taxes”) for which Seller shall be allocated between and remain liable is the Pre-Closing Date amount of Property Taxes (other than the Assumed Seller Taxes) assessed with respect to the ownership or operation of the Assets for (i) any Tax Period and the portion of such Straddle Period beginning after period ending prior to the Closing Date and (ii) any Straddle Period multiplied by prorating each such Asset Tax based on a fraction, the numerator of which is the number of days in the applicable Straddle Period that occur in ending immediately prior to the Pre-Closing Date Tax Period, on and the one hand, and denominator of which is the number of days in such the entire Straddle Period that occur after the Closing Date, on the other hand. Period. The Production Taxes and Non-Income Taxes (2except for Property Taxes) Except as provided in ‎Section 6.13(a)(1) with respect to Asset Taxes, for which Seller shall be allocated all Taxes and remain liable is the amount of the Company for any Pre-Closing Date Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, any such Taxes (other than Asset the Assumed Seller Taxes) imposed assessed with respect to the ownership or operation of the Assets for (i) any Tax period ending prior to the Closing Date and (ii) any Straddle Period, the Production Taxes or Non-Income Taxes that would be payable with respect to the ownership or operation of the Assets as of the end of the day immediately prior to the Closing Date as if such period were treated as ending as of the end of the day prior to the Closing Date. All Non-Income Taxes and Production Taxes with respect to the ownership or operation of the Assets arising on or after the Company Closing Date (including all Straddle Period Taxes not apportioned to Seller) shall be allocated using to and borne by Buyer. The portion of Non-Income Taxes and Production Taxes to be borne by Seller and not paid by Seller on or prior to Closing shall be satisfied by a “closing downward adjustment to the Purchase Price pursuant to Section 7.02(b)(iv). To the extent the actual amount of any such Non-Income Taxes and Production Taxes is not determinable at Closing, the most recent information available will be used to estimate the Purchase Price adjustment pursuant to Section 7.02. Upon determination of the books” methodology as actual amount of estimated Production Taxes and Non-Income Taxes, and once no further payments are required under Section 7.02(g), (x) Seller shall pay to Buyer any additional amount necessary to satisfy its allocated share of Production Taxes and Non-Income Taxes no later than five (5) Business Days prior to the Closing Date. due date for such Taxes or (3y) Buyer shall be solely responsible for increase the timely payment Credit Bid portion of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar the Purchase Price by any amount necessary to satisfy its allocated share of Production Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectivelyNon-Income Taxes, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreementapplicable.

Tax Allocation. For purposes of Section 3.3(c) all real and personal property Taxes and similar ad valorem obligations levied with respect to the Assets, whether imposed or assessed before or after the Closing Date (1“Periodic Taxes”) Seller shall be allocated all Asset Taxes for any a taxable period or portion thereof ending on or prior to the Closing Date, including the portion of any Straddle Period ending on or prior to that includes (but does not end on) the Closing Date (a “Straddle Period”), will be apportioned between the Vendor and the Purchaser as of the Closing Date based on the number of days of such taxable period included in the period ending with and including the Closing Date (together with periods ending before the Closing Date, the “Pre-Closing Date Tax Period”), and Buyer shall be allocated all Asset Taxes for any Tax Period other than a Pre-the number of days of such taxable period beginning after the Closing Date Tax Period (including the portion of together with any Straddle Period periods beginning after the Closing Date, the “Post-Closing Tax Period”). For purposes of determining At the Closing, Periodic Taxes with respect to each Asset for the applicable Tax period will be prorated in accordance with the foregoing provisions based on the Tax allocations described in assessment for such Asset for the preceding sentenceapplicable Tax period, if available, or otherwise, based on the last available Tax assessment with respect to such Asset. The Vendor will be responsible for such Periodic Taxes attributable to Pre-Closing Tax Periods and the Purchaser will be responsible for such Periodic Taxes attributable to Post-Closing Tax Periods. At the Closing, (x) the Vendor will pay to the Purchaser an amount equal to the excess, if any, of the (i) Asset unpaid Periodic Taxes that are attributable to severance or production (other than such Asset Taxes described in clause (iii)) shall 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 sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall 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 shall be allocated between the Pre-Closing Date Tax Period and the portion of such Straddle Period beginning after the Closing Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur in the Pre-Closing Date Tax Period, on the one hand, and the number of days in such Straddle Period that occur after the Closing Date, on the other hand. (2) Except as provided in ‎Section 6.13(a)(1) with respect to Asset Taxes, Seller shall be allocated all Taxes of the Company for any Pre-Closing Date Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Closing Date Tax Period (including the portion of any Straddle Period beginning after the Closing Date). For purposes of determining the Tax allocations described in the preceding sentence, any Taxes (other than Asset Taxes) imposed on the Company shall be allocated using a “closing of the books” methodology as of the Closing Date. (3) Buyer shall be solely responsible for the timely payment of and shall bear all sales, use, documentary stamp, gross receipts, registration, transfer, conveyance, excise, recording, license, stock transfer stamps, and other similar Taxes and fees arising out of or in connection with or attributable to the transactions consummated under this Agreement (collectively, “Transfer Taxes”). Buyer shall or shall cause the Company to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes as required by applicable Law and, if required by applicable Law, Seller will join in the execution of any such Tax Returns or other documentation. For the avoidance of doubt, Transfer Taxes shall exclude any Income Taxes that become due and owing by the Company or Sellers as a result of the transactions consummated under this Agreement.Periods over