Common use of Tax Allocation Clause in Contracts

Tax Allocation. (a) Straddle Period Allocation. Purchaser shall be responsible for all taxes payable with respect to the Property that relate to a taxable period (or portion thereof) beginning on or after the Closing Date. With respect to a taxable period that includes, but does not end on, the Closing Date (each such period, a “Straddle Period”), (i) all real property taxes, personal property taxes, and similar ad valorem obligations levied or imposed with respect to the Property for a Straddle Period will be apportioned between Seller and Purchaser based on the number of days of such Straddle Period included in the period ending on (and including) the Closing Date and the number of days of such taxable period included in the period after the Closing Date and (ii) taxes (if any) other than taxes described in clause (i) of this sentence levied or imposed with respect to the Property shall be allocated using a “closing of the books” methodology as of the end of the Closing Date; provided that, (x) exemptions, allowances, or deductions that are calculated on an annual basis shall be 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 particular tax and shall end on the day immediately prior to the next such applicable date. If Closing occurs before that year’s tax bills are available, 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 pay to Purchaser the amount of any deficiency in the proration in accordance with Section ‎9.4 (and without duplication of any amounts already taken into account under that section). For the avoidance of doubt, Purchaser shall 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 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 arise as a result of the sale 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. (a) Straddle Period Allocation. Purchaser shall be responsible For purposes of Section 7.3, in the case of any Taxes that are imposed on a periodic basis and are payable for all taxes payable with respect to the Property that relate to a taxable period (or portion thereof) beginning on or after the Closing Date. With respect to a taxable period that includes, includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending at the close of business on the Closing Date shall (each a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such period, Tax for the entire taxable period multiplied by a “Straddle Period”), (i) all real property taxes, personal property taxes, and similar ad valorem obligations levied or imposed with respect to fraction the Property for a Straddle Period will be apportioned between Seller and Purchaser based on numerator of which is the number of days of such Straddle Period included in the period ending on (and including) the Closing Date and the number of days of such taxable period included in the period after the Closing Date and (ii) taxes (if any) other than taxes described in clause (i) of this sentence levied or imposed with respect to the Property shall be allocated using a “closing of the books” methodology as of the end of the Closing Date; provided that, (x) exemptions, allowances, or deductions that are calculated on an annual basis shall be allocated between the period ending on the Closing Date and the denominator of which is the number of days in 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 beginning subsequent to 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 proportion connection with the Transactions), any credits relating to a taxable period that begins before and ends after the Closing Date shall be allocated on a basis consistent with the allocations made pursuant to the number 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 calendar days 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 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 Period or as a deduction available to the Selling Shareholders during the period beginning after the Closing Date. The parties also agree for purposes of this Agreement (x) any Transactions Taxes shall be borne in each period the manner described in Section 7.9 hereof, 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 particular tax and shall end on the day immediately prior to the next such applicable date. If Closing occurs before that year’s tax bills are available, 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 pay to Purchaser the amount of any deficiency in the proration in accordance with Section ‎9.4 (and without duplication of any amounts already taken into account under that section). For the avoidance of doubt, Purchaser Parent shall be responsible for (i) any Taxes arising from Holdings' or 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 taxing authority Company's conversion from the cash method to the accrual method in connection 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 thereafterTransactions, and shall be responsible for any incremental taxes that arise (ii) Taxes reflected in Closing Working Capital as a result of the sale 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 finally determined pursuant to PurchaserSection 1.8.

Tax Allocation. The Non-Income Taxes imposed on a periodic basis (aincluding real, personal and intangible property Taxes or ad valorem property Taxes) Straddle Period Allocation. Purchaser (“Property Taxes”) for which Seller shall be responsible for all taxes payable and remain liable is the amount of Property Taxes (other than the Assumed Seller Taxes) assessed with respect to the Property that relate to a taxable period (ownership or portion thereof) beginning on or after operation of the Closing Date. With respect to a taxable period that includes, but does not end on, the Closing Date (each such period, a “Straddle Period”), Assets for (i) all real property taxes, personal property taxes, and similar ad valorem obligations levied or imposed with respect to the Property for a Straddle Period will be apportioned between Seller and Purchaser based on the number of days of such Straddle Period included in the any Tax period ending on (and including) the Closing Date and the number of days of such taxable period included in the period after prior to the Closing Date and (ii) taxes any Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending immediately prior to the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The Production Taxes and Non-Income Taxes (if anyexcept for Property Taxes) for which Seller shall be and remain liable is the amount of such Taxes (other than taxes described in clause (ithe Assumed Seller Taxes) of this sentence levied or imposed assessed with respect to the Property shall be allocated using a “closing ownership or operation of the books” methodology 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 Closing Date; provided that, (x) exemptions, allowances, or deductions that are calculated on an annual basis shall be 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 particular tax and shall end on the day immediately prior to the next Closing Date as if such applicable dateperiod were treated as ending as of the end of the day 50 prior to the Closing Date. If All Non-Income Taxes and Production Taxes with respect to the ownership or operation of the Assets arising on or after the Closing occurs before that year’s tax bills are availableDate (including all Straddle Period Taxes not apportioned to Seller) shall be allocated 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 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 proration will be based on the most recent tax rate information available will be used to estimate the Purchase Price adjustment pursuant to Section 7.02. Upon determination of the actual amount of estimated Production Taxes and assessment; providedNon-Income Taxes, after the taxes for the year in which the Closing occurs and once no further payments are finally assessedrequired under Section 7.02(g), upon written demand, Purchaser shall refund to Seller any amount overpaid by Seller or (x) Seller shall pay to Purchaser 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 amount due date for such Taxes or (y) Buyer shall increase the Credit Bid portion of any deficiency in the proration in accordance with Section ‎9.4 (and without duplication of any amounts already taken into account under that section). For the avoidance of doubt, Purchaser shall 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 Purchase Price by any taxing authority with respect amount necessary to any change satisfy its allocated share of use of the Property occurring after ClosingProduction Taxes and Non-Income Taxes, whether such taxes or assessments are levied, assessed, charged or collected at Closing or thereafter, and shall be responsible for any incremental taxes that arise as a result of the sale 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 Purchaserapplicable.

Tax Allocation. The Non-Income Taxes imposed on a periodic basis (aincluding real, personal and intangible property Taxes or ad valorem property Taxes) Straddle Period Allocation. Purchaser (“Property Taxes”) for which Seller shall be responsible for all taxes payable and remain liable is the amount of Property Taxes (other than the Assumed Seller Taxes) assessed with respect to the Property that relate to a taxable period (ownership or portion thereof) beginning on or after operation of the Closing Date. With respect to a taxable period that includes, but does not end on, the Closing Date (each such period, a “Straddle Period”), Assets for (i) all real property taxes, personal property taxes, and similar ad valorem obligations levied or imposed with respect to the Property for a Straddle Period will be apportioned between Seller and Purchaser based on the number of days of such Straddle Period included in the any Tax period ending on (and including) the Closing Date and the number of days of such taxable period included in the period after prior to the Closing Date and (ii) taxes any Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending immediately prior to the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The Production Taxes and Non-Income Taxes (if anyexcept for Property Taxes) for which Seller shall be and remain liable is the amount of such Taxes (other than taxes described in clause (ithe Assumed Seller Taxes) of this sentence levied or imposed assessed with respect to the Property shall be allocated using a “closing ownership or operation of the books” methodology 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 Closing Date; provided that, (x) exemptions, allowances, or deductions that are calculated on an annual basis shall be 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 particular tax and shall end on the day immediately prior to the next Closing Date as if such applicable dateperiod were treated as ending as of the end of the day prior to the Closing Date. If All Non-Income Taxes and Production Taxes with respect to the ownership or operation of the Assets arising on or after the Closing occurs before that year’s tax bills are availableDate (including all Straddle Period Taxes not apportioned to Seller) shall be allocated 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 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 proration will be based on the most recent tax rate information available will be used to estimate the Purchase Price adjustment pursuant to Section 7.02. Upon determination of the actual amount of estimated Production Taxes and assessment; providedNon-Income Taxes, after the taxes for the year in which the Closing occurs and once no further payments are finally assessedrequired under Section 7.02(g), upon written demand, Purchaser shall refund to Seller any amount overpaid by Seller or (x) Seller shall pay to Purchaser 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 amount due date for such Taxes or (y) Buyer shall increase the Credit Bid portion of any deficiency in the proration in accordance with Section ‎9.4 (and without duplication of any amounts already taken into account under that section). For the avoidance of doubt, Purchaser shall 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 Purchase Price by any taxing authority with respect amount necessary to any change satisfy its allocated share of use of the Property occurring after ClosingProduction Taxes and Non-Income Taxes, whether such taxes or assessments are levied, assessed, charged or collected at Closing or thereafter, and shall be responsible for any incremental taxes that arise as a result of the sale 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 Purchaserapplicable.

Tax Allocation. (a1) 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 Allocation. Purchaser ending on or prior to the Closing Date (a “Pre-Closing Date Tax Period”), and Buyer shall be responsible allocated all Asset Taxes for all taxes payable with respect to any Tax Period other than a Pre-Closing Date Tax Period (including the Property that relate to a taxable period (or portion thereof) of any Straddle Period beginning on or after the Closing Date). With respect to a taxable period that includes, but does not end on, For purposes of determining the Closing Date (each such period, a “Straddle Period”)Tax allocations described in the preceding sentence, (i) all real property taxesAsset 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, personal property taxes(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 similar (iii) Asset Taxes that are ad valorem obligations levied valorem, property or other Asset Taxes imposed with respect on a periodic basis pertaining to the Property for a Straddle Period will shall be apportioned allocated between Seller the Pre-Closing Date Tax Period and Purchaser the portion of such Straddle Period beginning after the Closing Date by prorating each such Asset Tax based on the number of days of such in the applicable Straddle Period included that occur in the period ending on (and including) the Pre-Closing Date Tax Period, on the one hand, and the number of days of in such taxable period included in the period Straddle Period that occur after the Closing Date and Date, on the other hand. (ii2) taxes (if anyExcept as provided in ‎Section 6.13(a)(1) other than taxes described in clause (i) of this sentence levied or imposed with respect to Asset Taxes, Seller shall be allocated all Taxes of the Property 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 end of the Closing Date; provided that, . (x3) exemptions, allowances, or deductions that are calculated on an annual basis Buyer shall be allocated between solely responsible for the period ending on the Closing Date timely payment of and the period beginning subsequent 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 Closing Date 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 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 particular tax and shall end on the day immediately prior to the next such applicable date. If Closing occurs before that year’s tax bills are available, 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 pay to Purchaser the amount execution of any deficiency in the proration in accordance with Section ‎9.4 (and without duplication of any amounts already taken into account under that section)such Tax Returns or other documentation. For the avoidance of doubt, Purchaser Transfer Taxes shall be responsible for exclude any Income Taxes that become due and owing by the payment of all ad valorem taxes (including, without limitation, all so-called “roll-back taxes”) which may be levied, assessed, charged Company or collected by any 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 arise Sellers as a result of the sale 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 Purchasertransactions consummated under this Agreement.

Tax Allocation. (a1) Seller shall be allocated all Asset Taxes for any taxable period or portion thereof ending prior to the Effective Time, including the portion of any Straddle Period Allocation. Purchaser shall be responsible for all taxes payable with respect ending prior to the Property that relate to a taxable period Effective Time (or portion thereof) beginning on or after the Closing Date. With respect to a taxable period that includes, but does not end on, the Closing Date (each such period, a “Straddle Pre-Effective Time Tax Period”), and Buyer shall be allocated all Asset Taxes for any Tax Period other than a Pre-Effective Time Tax Period (including the portion of any Straddle Period beginning at or after the Effective Time). For purposes of determining the Tax allocations described in the preceding sentence, (i) all real property taxesAsset 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, personal property taxes(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 similar (iii) Asset Taxes that are ad valorem obligations levied valorem, property or other Asset Taxes imposed with respect on a periodic basis pertaining to the Property for a Straddle Period will shall be apportioned allocated between Seller the Pre-Effective Time Tax Period and Purchaser the portion of such Straddle Period from and after the Effective Time by prorating each such Asset Tax based on the number of days of such in the applicable Straddle Period included that occur in the period ending Pre-Effective Time Tax Period, on (and including) the Closing Date one hand, and the number of days of in such taxable period included in the period Straddle Period that occur from and after the Closing Date and Effective Time, on the other hand. (ii2) taxes (if anyExcept as provided in Section 7.13(a)(1) other than taxes described in clause (i) of this sentence levied or imposed with respect to Asset Taxes, Seller shall be allocated all Taxes of the Property Company for any Pre-Effective Time Tax Period, and Buyer shall be allocated all Taxes of the Company for any Tax period other than a Pre-Effective Time Tax Period (including the portion of any Straddle Period from and after the Effective 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 end of the Closing Date; provided that, Effective Time. (x3) exemptions, allowances, or deductions that are calculated on an annual basis Buyer shall be allocated between solely responsible for the period ending on the Closing Date timely payment of and the period beginning subsequent 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 Closing Date 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 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 particular tax and shall end on the day immediately prior to the next such applicable date. If Closing occurs before that year’s tax bills are available, 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 pay to Purchaser the amount execution of any deficiency in the proration in accordance with Section ‎9.4 (and without duplication of any amounts already taken into account under that section)such Tax Returns or other documentation. For the avoidance of doubt, Purchaser Transfer Taxes shall be responsible for exclude any Income Taxes that become due and owing by the payment of all ad valorem taxes (including, without limitation, all so-called “roll-back taxes”) which may be levied, assessed, charged Company or collected by any 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 arise Sellers as a result of the sale 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 Purchasertransactions consummated under this Agreement.