Common use of Tax Allocation Clause in Contracts

Tax Allocation. (i) With respect to the Compression Group Entities and the assets of the Compression Group Entities, the Contributor Parties shall be allocated and bear all Taxes attributable to any Pre-Closing Tax Period and Acquiror shall be allocated and bear all Taxes attributable to any Tax period or portion thereof beginning after the Closing Date. The Contributor Parties shall defend, indemnify and hold Acquiror harmless from and against and be liable for all Liability arising out of or related to any and all Taxes (or the non-payment thereof) (1) of or with respect to the Compression Group Entities or the assets of the Compression Group Entities for all Pre-Closing Tax Periods, (2) attributable to any failure to comply with any covenant or agreement of the Contributor Parties (including any obligation to cause any of the Compression Group Entities to take, or refrain from taking, any action under this Agreement), (3) as a result of any Compression Group Entity (or any predecessor of any Compression Group Entity) being a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, and (4) of any Person imposed on any of the Compression Group Entities for any period as a transferee or successor with respect to a transaction occurring before the Closing Date, by applicable Law, contract or otherwise; provided however, notwithstanding anything in this Agreement to the contrary, the Contributor Parties shall not be required to defend, indemnify or hold Acquiror harmless from or against or be liable for (x) Taxes that are included as a current liability in the calculation of Closing Date Net Working Capital, or (y) Transfer Taxes allocable to Acquiror pursuant to Section 5.12(c). (ii) In the case of any Straddle Period, the amount of any Taxes based on or measured by income, gain, profits, receipts, employment, social security, payroll, sales, use, or other transaction-based Taxes of the Compression Group Entities for the portion of the Straddle Period ending on the Closing Date shall be determined based on a closing of the books as of the close of business on the Closing Date, and the amount of other Taxes of the Compression Group Entities for a Straddle Period that relates to the portion of the Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period up to and including the Closing Date and the denominator of which is the number of days in such Straddle Period and the balance of such Taxes shall be attributable to the portion of the Straddle Period after the Closing Date.

Tax Allocation. (a) Parent shall pay, and be liable for, any and all Taxes for which the Company or any of the VSP Entities may become liable with respect to (i) With respect all periods ending on or prior to the Compression Group Entities Closing Date and the assets of the Compression Group Entities, the Contributor Parties shall be allocated and bear all Taxes attributable to (ii) any Pre-Closing Partial Period (hereinafter, any and all such Taxes referred to as "Parent's Potential Tax Period Liability"); provided, however, that Parent's Potential Tax Liability shall not include (i) any such Taxes to the extent there is a reserve established therefor as of the Closing Date, and Acquiror (ii) any Taxes relating to any activities or transactions occurring on the Closing Date, but after the Closing, imposed on the Company or any of the VSP Entities that are not in the ordinary course of business. Parent's Potential Tax Liability shall include but not be allocated and bear all Taxes attributable limited to any Tax period or portion thereof beginning after the Closing Date. The Contributor Parties shall defend, indemnify and hold Acquiror harmless from and against and be liable for all Liability liability arising out of or related to any and all Taxes (or the non-payment thereof) (1) of or with respect pursuant to the Compression Group Entities or federal consolidated return rules, including the assets of deferred income rules under Treas. Reg Section 1.1502-13 and Section 1.1502-14, the Compression Group Entities excess loss account rules under Treas. Reg Section 1.1502-19 and any Tax asserted under Treas. Reg. Section 1. 1502-6. Notwithstanding anything to the contrary above, Parent's Potential Tax Liability shall not include any liability for all Pre-Closing Tax Periods, (2) attributable to any failure to comply with any covenant or agreement of the Contributor Parties (including any obligation to cause any of the Compression Group Entities to take, or refrain from taking, any action under this Agreement), (3) Taxes owing as a result of any Compression Group Entity deemed sale of assets pursuant to Section 338 (or any predecessor of any Compression Group Entitycorresponding rules under state, local, or other Tax laws) being a member of an affiliated, consolidated, combined or unitary group prior with respect to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 Company or any analogous or similar state, local or foreign law or regulation, and (4) of any Person imposed on any of the Compression Group VSP Entities for to the extent such Taxes exceed the Tax liability that Parent would have incurred upon the Transactions or the Alternate Transaction in the absence of such deemed sale of assets pursuant to Section 338. (b) Acquiror shall pay, and be liable for, any period as a transferee and all Taxes imposed on or successor allocable to the Company or any of the VSP Entities with respect to a transaction occurring before the Closing Dateoperations, by applicable Lawbusiness, contract activities or otherwise; provided however, notwithstanding anything in this Agreement assets of the Company and the VSP Entities for which Parent is not liable pursuant to the contraryprovisions of Section 6.02(a) (hereinafter, the Contributor Parties shall not be required any and all such Taxes referred to defend, indemnify or hold Acquiror harmless from or against or be liable for (x) Taxes that are included as a current liability in the calculation of Closing Date Net Working Capital, or (y) Transfer Taxes allocable to Acquiror pursuant to Section 5.12(c"Acquiror's Potential Tax Liability"). (iic) In the case of Any Taxes for any Straddle Period, the amount of any Taxes based on or measured by income, gain, profits, receipts, employment, social security, payroll, sales, use, or other transaction-based Taxes of the Compression Group Entities for the portion of the Straddle Period ending on period that begins before and ends after the Closing Date and that are imposed on a periodic basis with respect to the assets of the Company or any VSP Entity, or otherwise measured by the level of any item, shall be determined based on a closing of apportioned between the books as of the close of business on the Post-Closing Date, Period and the amount of other Taxes of the Compression Group Entities for a Straddle Pre-Closing Period that relates to the portion of the Straddle Period ending on the Closing Date shall be deemed to be by taking the amount of such Tax Taxes for the entire taxable 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 taxable period up to and including ending on the Closing Date and the denominator of which is the number of calendar days in such Straddle Period and the balance of such Taxes entire period. No election under Treas. Reg Section 1.1502-76(b)(2)(ii)(D) (dealing with a pro-rata allocation) shall be attributable made in connection with the Transactions. (d) Parent shall not change its current policies and practices with respect to the portion sharing of Taxes within its affiliated group until the Closing Date. All Tax sharing agreements or similar agreements with respect to or involving the Company or any of the Straddle Period VSP Entities shall be terminated as of the Closing Date and, after the Closing Date, the Company and the VSP Entities shall not be bound thereby or have any liability thereunder.

Tax Allocation. (ia) With respect Subject to the Compression Group Entities review and approval by Sellers, which approval shall not be unreasonably withheld, Buyer shall allocate the consideration for the Acquired Assets (including the Assumed Liabilities and any other amounts treated as consideration for the Acquired Assets for Tax purposes) among the Acquired Assets in accordance with the allocation prepared by Buyer and delivered to Sellers within ninety (90) days following the Closing Date (the “Allocation Schedule”). The Parties further agree that the consideration for the Acquired Assets (including the Assumed Liabilities, the issuance of Series D Preferred Stock to the Sellers pursuant to Section 3.2, any Earnout payments pursuant to Section 3.3 and the assets Earnout Agreement, and any other amounts that may reasonably be treated as consideration for Tax purposes) shall be considered proceeds from the sale of the Compression Group EntitiesAcquired Assets for U.S. federal income tax purposes, and all Tax forms or filings and Tax Returns prepared by any Party shall reflect treatment consistent with this provision. (b) Except as required by applicable Law, Sellers and Buyer shall report the Contributor Parties Tax consequences of the transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule and shall be allocated and bear all Taxes attributable to not take any Pre-Closing Tax Period and Acquiror shall be allocated and bear all Taxes attributable to position inconsistent therewith in preparing any Tax period Returns, IRS Form 8594 or portion thereof beginning after any other Tax forms or filings, and neither Sellers nor Buyer shall take any position inconsistent therewith upon examination of any Tax Return, in any Tax refund claim, or in any Tax litigation or investigation, without the Closing Date. The Contributor Parties shall defend, indemnify and hold Acquiror harmless from and against and be liable for all Liability arising out of or related to any and all Taxes (or the non-payment thereof) (1) of or with respect to the Compression Group Entities or the assets prior written consent of the Compression Group Entities for all Pre-Closing Tax Periodsother Party, (2) attributable to any failure to comply with any covenant or agreement of the Contributor Parties (including any obligation to cause any of the Compression Group Entities to take, or refrain from taking, any action under this Agreement), (3) except as may be required as a result of any Compression Group Entity (a change in Law occurring after the date of this Agreement, as may be required by a taxing authority in connection with an examination of the transaction or any predecessor of any Compression Group Entity) being a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, including otherwise pursuant to Treasury Regulations a “final determination” within the meaning of Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, and (4) of any Person imposed on any 1313 of the Compression Group Entities for any period as a transferee or successor with respect to a transaction occurring before the Closing Date, by applicable Law, contract or otherwise; provided however, notwithstanding anything in this Agreement to the contrary, the Contributor Parties shall not be required to defend, indemnify or hold Acquiror harmless from or against or be liable for (x) Taxes that are included as a current liability in the calculation of Closing Date Net Working Capital, or (y) Transfer Taxes allocable to Acquiror pursuant to Section 5.12(c)Code. (iic) In Buyer and Sellers shall cooperate fully, as and to the case extent reasonably requested by the other Party, and shall retain and (upon the other Party’s request) furnish or cause to be furnished to the other Party, as promptly as practicable, such information and assistance relating to the Acquired Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Straddle PeriodTax Return, claim for any Tax refund or other required or optional filings relating to Tax matters, for the amount preparation for any Tax audit, for the preparation for any Tax protest, or for the prosecution or defense of any Taxes based on or measured by income, gain, profits, receipts, employment, social security, payroll, sales, use, or other transaction-based Taxes of the Compression Group Entities for the portion of the Straddle Period ending on the Closing Date shall be determined based on a closing of the books as of the close of business on the Closing Date, and the amount of other Taxes of the Compression Group Entities for a Straddle Period that relates Action relating to the portion of the Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period up to and including the Closing Date and the denominator of which is the number of days in such Straddle Period and the balance of such Taxes shall be attributable to the portion of the Straddle Period after the Closing Datematters.