Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) If a Chevron Acquired Entity or a Phillips Acquired Entity (each an "Acquired Entity") is permitted but not required under applicable state, local or foreign Income Tax laws to treat the Closing Date as the last day of a taxable period, then the parties shall cause such Acquired Entity to treat that day as the last day of a taxable period. (b) In the case of Income Taxes and other taxes based upon income or receipts arising in a taxable period of a Chevron Acquired Entity or a Phillips Acquired Entity that includes but does not end on the Closing Date, except as provided in Section 3.2(c), 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 as of the end of the Closing Date. For the avoidance of doubt, for purposes of this Section 3.2(b), the taxable year of each Acquired Entity that is a partnership or "flowthrough" entity, shall be treated as if it ended at the close of business on the Closing date and Taxes attributable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period Taxes. (c) In the case of(i) property Taxes and other taxes that are not based upon income or receipts and (ii) ad valorem Taxes, in either case 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 calendar days in such taxable period ending on and including the Closing Date and the denominator of which is the entire number of calendar days in such taxable period, and the balance of such Taxes shall be attributable to the Post-Closing Period.

Allocation of Certain Taxes. (ai) If a Chevron Acquired Entity or a Phillips Acquired Entity (each an "Acquired Entity") is MTC and its Subsidiaries are permitted but not required under applicable state, local local, or foreign Income Tax laws income tax Laws to treat the Closing Date as the last day of a taxable period, then the parties shall cause such Acquired Entity to treat that day as the last day of a taxable period. (bii) In the case of Income Taxes and other taxes based upon income or receipts arising in a taxable period of a Chevron Acquired Entity MTC or a Phillips Acquired Entity any of its Subsidiaries that includes includes, but does not end on on, the Closing Date, except as provided in Section 3.2(c6.13(c)(iii), 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 as of the end of the Closing Date. If a taxable period begins on or prior to the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period. For the avoidance of doubt, for purposes of this Section 3.2(b)Agreement, any Tax resulting from the taxable year transactions contemplated by this Agreement, including the distribution of each Acquired Entity that Capital Stock of The ▇▇▇▇▇ and ▇▇▇▇▇ Lines Incorporated, a Tennessee corporation, and Arizona Kazakstan Development Group Incorporated, an Arizona corporation, is a partnership or "flowthrough" entity, shall be treated as if it ended at the close of business on the Closing date and Taxes attributable allocable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period TaxesPeriod. (ciii) In the case of(i) of Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, or personal property, real property Taxes and or other taxes that are not based upon income or receipts and (ii) ad valorem Taxes, in either case attributable to any that are payable for a taxable period that includes includes, but does not end on on, the Closing Date, the portion of such Taxes attributable Tax which relates to the Pre-portion of such taxable period ending on the Closing Period Date shall be deemed to be the amount of such Taxes Tax for the entire taxable period, period multiplied by a fraction fraction, the numerator of which is the number of calendar days in such the taxable period ending on and including the Closing Date and the denominator of which is the entire number of calendar days in such the entire taxable period. However, any such Taxes attributable to any property that was owned by MTC or any of its Subsidiaries at some point in the Pre-Closing Period, but is not owned as of the Closing Date (including, but not limited to, any assets owned by, or Capital Stock of, The ▇▇▇▇▇ and ▇▇▇▇▇ Lines Incorporated, a Tennessee corporation, and the balance of such Taxes Arizona Kazakstan Development Group Incorporated, an Arizona corporation) shall be attributable allocated entirely to the PostPre-Closing Period.

Allocation of Certain Taxes. (ai) If a Chevron Acquired Entity or a Phillips Acquired Entity (each an "Acquired Entity") VHS is permitted but not required under applicable state, local or foreign Income income Tax laws to treat the Closing Date as the last day of a taxable period, then the parties shall cause take such Acquired Entity steps as may be reasonably necessary to treat that day the Closing Date as the last day of a taxable period. (bii) In the case of Income Taxes and other taxes based upon income or receipts arising in a taxable period of a Chevron Acquired Entity or a Phillips Acquired Entity VHS that includes includes, but does not end on on, the Closing Date, except as provided in Section 3.2(c4.10(c)(iii), 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 as of the end of the Closing Date. For the avoidance of doubt, for purposes of this Section 3.2(b), the taxable year of each Acquired Entity that is a partnership or "flowthrough" entity, shall be treated as if it ended at the close of business on the Closing date and Taxes attributable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period Taxes. (ciii) In the case of(i) of any Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, or any real property, personal property or similar ad valorem Taxes and other taxes that are not based upon income or receipts and (ii) ad valorem Taxes, in either case attributable to any payable for a taxable period that includes includes, but does not end on on, the Closing Date, the portion of such Taxes attributable Tax which relates to the Pre-portion of such taxable period ending on the Closing Period Date shall be deemed to be the amount of such Taxes Tax for the entire taxable period, period multiplied by a fraction fraction, the numerator of which is the number of calendar days in such the taxable period ending on (and including including) the Closing Date and the denominator of which is the entire number of calendar days in such the entire taxable period. However, and the balance of any such Taxes attributable to any property that was owned by VHS at some point in the Post-Closing Period, but is not owned as of the Closing Date shall be attributable allocated entirely to the Post-Closing Period.

Allocation of Certain Taxes. (ai) If a Chevron Acquired Entity or a Phillips Acquired Entity (each an "Acquired Entity") is MTC and its Subsidiaries are permitted but not required under applicable state, local local, or foreign Income Tax laws income tax Laws to treat the Closing Date as the last day of a taxable period, then the parties shall cause such Acquired Entity to treat that day as the last day of a taxable period. (bii) In the case of Income Taxes and other taxes based upon income or receipts arising in a taxable period of a Chevron Acquired Entity MTC or a Phillips Acquired Entity any of its Subsidiaries that includes includes, but does not end on on, the Closing Date, except as provided in Section 3.2(c6.13(c)(iii), 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 as of the end of the Closing Date. If a taxable period begins on or prior to the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period. For the avoidance of doubt, for purposes of this Section 3.2(b)Agreement, any Tax resulting from the taxable year transactions contemplated by this Agreement, including the distribution of each Acquired Entity that Capital Stock of The M▇▇▇▇ and D▇▇▇▇ Lines Incorporated, a Tennessee corporation, and Arizona Kazakstan Development Group Incorporated, an Arizona corporation, is a partnership or "flowthrough" entity, shall be treated as if it ended at the close of business on the Closing date and Taxes attributable allocable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period TaxesPeriod. (ciii) In the case of(i) of Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, or personal property, real property Taxes and or other taxes that are not based upon income or receipts and (ii) ad valorem Taxes, in either case attributable to any that are payable for a taxable period that includes includes, but does not end on on, the Closing Date, the portion of such Taxes attributable Tax which relates to the Pre-portion of such taxable period ending on the Closing Period Date shall be deemed to be the amount of such Taxes Tax for the entire taxable period, period multiplied by a fraction fraction, the numerator of which is the number of calendar days in such the taxable period ending on and including the Closing Date and the denominator of which is the entire number of calendar days in such the entire taxable period. However, any such Taxes attributable to any property that was owned by MTC or any of its Subsidiaries at some point in the Pre-Closing Period, but is not owned as of the Closing Date (including, but not limited to, any assets owned by, or Capital Stock of, The M▇▇▇▇ and D▇▇▇▇ Lines Incorporated, a Tennessee corporation, and the balance of such Taxes Arizona Kazakstan Development Group Incorporated, an Arizona corporation) shall be attributable allocated entirely to the PostPre-Closing Period.

Allocation of Certain Taxes. For all purposes of this Agreement: (a) If a Chevron Acquired Entity or a Phillips Acquired Entity (each an "Acquired Entity") ProjectCo is permitted but not required under applicable U.S. federal, state, local or foreign Income non-U.S. income Tax laws to treat the Closing Date as the last day of a taxable period, then the parties Parties shall cause such Acquired Entity to treat that day as the last day of a taxable period. (b) In the case of Income Taxes and other taxes based upon income or receipts arising in for a taxable period of a Chevron Acquired Entity or a Phillips Acquired Entity each ProjectCo that includes includes, but does not end on on, the Closing Date, except as provided in Section 3.2(c8.2(c), the allocation of such Taxes between the Pre-Closing Period and the period beginning the day after the Closing Date (the “Post-Closing Period Period”) shall be made on the basis of an interim closing of the books as of the end of the Closing Date. For the avoidance of doubt, for purposes of this Section 3.2(b), the taxable year of each Acquired Entity that is a partnership or "flowthrough" entity, shall be treated as if it ended at the close of business on the Closing date and Taxes attributable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period Taxes. (c) In the case of(iof any Taxes imposed on a periodic basis (such as real property or personal property Taxes) property Taxes and other taxes that are not based upon income or receipts and (ii) ad valorem Taxes, in either case attributable to any payable for a taxable period that includes includes, but does not end on on, the Closing Date, the portion of such Taxes attributable Tax which relates to the Pre-Closing Period shall be deemed to be the amount of such Taxes Tax for the entire taxable period, period multiplied by a fraction fraction, the numerator of which is the number of calendar days in such taxable period ending on and including the Pre-Closing Date Period and the denominator of which is the entire number of calendar days in such the entire taxable period. However, any such Taxes attributable to any property that was owned by any ProjectCo at some point in the Pre-Closing Period, but is not owned as of or after the Closing Date shall be allocated entirely to the Pre-Closing Period, and the balance of any such Taxes attributable to any property that was not owned by any ProjectCo at any point in the Pre-Closing Period shall be attributable allocated entirely to the Post-Closing Period.

Allocation of Certain Taxes. (a) If a Chevron Acquired Entity or a Phillips Acquired Entity (each an ea▇▇ ▇▇ "Acquired ▇cquired Entity") is permitted but not required under applicable state, local or foreign Income Tax laws to treat the Closing Date as the last day of a taxable period, then the parties shall cause such Acquired Entity to treat that day as the last day of a taxable period. (b) . In the case of Income Taxes and other taxes based upon income or receipts arising in a taxable period of a Chevron Acquired Entity or a Phillips Acquired Entity that includes tha▇ ▇▇▇▇▇des but does not end on the Closing Date, except as provided in Section 3.2(c), 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 as of the end of the Closing Date. For the avoidance of doubt, for purposes of this Section 3.2(b), the taxable year of each Acquired Entity that is a partnership or "flowthrough" entity, shall be treated as if it ended at the close of business on the Closing date and Taxes attributable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period Taxes. (c) . In the case of(iof (i) property Taxes and other taxes that are not based upon income or receipts and (ii) ad valorem Taxes, in either case 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 calendar days in such taxable period ending on and including the Closing Date and the denominator of which is the entire number of calendar days in such taxable period, and the balance of such Taxes shall be attributable to the Post-Closing Period.

Allocation of Certain Taxes. (a) If a Chevron Acquired Entity or a Phillips ▇▇▇▇▇▇▇▇ Acquired Entity (each an "Acquired Entity") is permitted but not required under applicable state, local or foreign Income Tax laws to treat the Closing Date as the last day of a taxable period, then the parties shall cause such Acquired Entity to treat that day as the last day of a taxable period. (b) In the case of Income Taxes and other taxes based upon income or receipts arising in a taxable period of a Chevron Acquired Entity or a Phillips ▇▇▇▇▇▇▇▇ Acquired Entity that includes but does not end on the Closing Date, except as provided in Section 3.2(c), 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 as of the end of the Closing Date. For the avoidance of doubt, for purposes of this Section 3.2(b), the taxable year of each Acquired Entity that is a partnership or "flowthrough" entity, shall be treated as if it ended at the close of business on the Closing date and Taxes attributable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period Taxes. (c) In the case of(iof (i) property Taxes and other taxes that are not based upon income or receipts and (ii) ad valorem AD VALOREM Taxes, in either case 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 calendar days in such taxable period ending on and including the Closing Date and the denominator of which is the entire number of calendar days in such taxable period, and the balance of such Taxes shall be attributable to the Post-Closing Period.