Allocation of Tax Liability. In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners in proportion to their respective Sharing Ratios. The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and then to pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).
Allocation of Tax Liability. 7.3.1 In the case of Taxes with respect to or payable by the Company with respect to a period that includes but does not end on the Closing Date, the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made on the basis of an interim closing of the books of the Company as of the close of business on the Closing Date. In the case of (i) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding and (ii) ad valorem Taxes, in either situation attributable to any taxable period that includes but does not end on the Closing Date, the portion of such Taxes attributable to the Pre-Closing Period shall be the amount of such Taxes for the entire taxable period, multiplied by a fraction the numerator of which is the number of days in such taxable period ending on and including the Closing Date and the denominator of which is the entire number of days in such taxable period; provided, that if any Company Asset is sold or otherwise transferred prior to the Closing Date, then ad valorem Taxes pertaining to such property, asset or other right shall be attributed entirely to the Pre-Closing Period.
Allocation of Tax Liability. (i) If the liability for Taxes for a Straddle Period is based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to the pre-Closing portion of such Straddle Period shall be an amount of Taxes determined by closing the books of the applicable member of the Company Group as of the close of business on the Closing Date.
Allocation of Tax Liability. For all purposes under this Agreement, in the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall (i) in the case of property or ad valorem Taxes, be deemed to be the amount of such Taxes for the entire 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 period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and (ii) in the case of all other Taxes (excluding Transfer Taxes), be determined on a closing of the books basis as of the end of the Closing Date.
Allocation of Tax Liability. In the event Applicable Law does not require or permit the parties to this Agreement to close state, local or foreign Tax periods as of the close of the Closing Date, the allocation of Tax liability between the Pre-Closing Tax Period and the Post-Closing Tax Period comprising a Straddle Period shall be made in accordance with this Section 10.1 as follows:
Allocation of Tax Liability. For all purposes under this Agreement (including the determination of Pre-Closing Taxes), in the case of any Straddle Period, the portion of such Tax which relates to the portion of such taxable period ending on the end of the Closing Date shall (x) 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 Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the end of the Closing Date and the denominator of which is the number of days in the entire taxable period, and (y) 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 on the end of the Closing Date.
Allocation of Tax Liability. (a) To the extent permitted by applicable law, the parties hereto agree to cause federal, state and local tax periods of Company to be closed at the close of business on the Closing Date. In the event applicable law does not permit the closing of any such period, the allocation of tax liability shall be made in accordance with Section 10.9(b).
Allocation of Tax Liability. (a) For purposes of this Agreement, the Consolidated Group's federal regular income tax liability for all periods ending before or including the Distribution Date shall be allocated in accordance with section 1552(a)(2) of the Code and Treasury Regulations sections 1.1552-1(a)(2) and 1.1502- 33(d)(3). Accordingly, the consolidated federal regular income tax liability to be allocated to each Affiliate included in the federal Tax Return of the Consolidated Group in the following manner:
Allocation of Tax Liability. 26 Section 7.09. METHOD OF PAYMENT.....................................................................27 Section 7.10. NO SEGREGATION OF FUNDS; NO INTEREST..................................................27 Section 7.11. INTERPRETATION AND APPLICATION OF PROVISIONS BY THE ADMINISTRATOR.....................27 ARTICLE VIII
Allocation of Tax Liability. Each of the Shareholders shall be responsible for and shall individually, jointly and severally indemnify and hold Buyer and the Surviving Corporation harmless for, from and against all Taxes relating to the ownership and operation of Target and its Subsidiaries for all taxable periods ending on or before the Closing Date to the extent that such Taxes exceed the aggregate accruals for such Taxes reflected on the Target Financial Statements and to the extent that the Buyer, its shareholders or the Surviving Corporation are liable therefor. Buyer and the Surviving Corporation shall be jointly and severally responsible for and shall indemnify and hold Shareholders harmless for, from and against all Taxes relating to the ownership and operations of Surviving Corporation for all taxable periods beginning after the Closing Date to the extent that the Surviving Corporation is liable therefor. Each of the Shareholders shall be individually, jointly and severally responsible for and shall indemnify and hold Buyer and Surviving Corporation harmless for, from and against all Taxes relating to the ownership and operation of Target for any taxable period beginning before the Closing Date and ending after the Closing Date to the extent the Taxes with respect to such period are properly accruable under GAAP as applied in accordance with the past practices of the Target, but only to the extent such Taxes exceed the aggregate accruals for such Taxes reflected on the Target Financial Statements. In the case of any Taxes accruable under GAAP with respect to a tax period that begins before the Closing Date and ends after the Closing Date, if a method of accrual is not specified by GAAP, the portion of such Tax attributable to the period ending on the Closing Date shall: (i) in the case of any such Taxes not based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period; and (ii) in the case of any such Taxes based upon or related to income or receipts, be determined on the basis of an interim closing of the books at the close of business on the Closing Date.
