Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) The Closing Statement of Net Assets To Be Sold will reflect all accrued but unpaid real and personal property Taxes on all Purchased Assets, through and including the Closing Date, using a ratable daily accrual method. The Seller has furnished the Buyer an analysis of this amount itemized by property, tax and taxing jurisdiction, at least three (3) days prior to the date hereof. (b) The Buyer agrees to timely pay all real and personal property Taxes on all Purchased Assets the payment date for which is after the Closing Date. (c) Any transfer, documentary, sales, use or other Taxes assessed upon or with respect to the transfer of the Purchased Assets to the Buyer and any recording or filing fees with respect thereto shall be borne by the Seller. (d) The Closing Statement of Net Assets To Be Sold will reflect all accrued but not yet due or paid employment-related Tax liabilities of the Seller (including employee withholding and employer portions of such Taxes) through and including the Closing Date. (e) The Buyer and the Seller agree that, pursuant to the "Alternative Procedure" provided in Section 5 of Revenue Procedure 84-77, 1984-2 C.B. 753, (i) the Seller and the Buyer shall report on a predecessor/successor basis as set forth therein, (ii) the Seller shall be relieved from filing a form W-2 with respect to any employee of the Seller who accepts employment with the Buyer, and (iii) the Buyer shall undertake to file a W-2 for each such employee for the year that includes the Closing Date (including the portion of such year that such employee was employed by the Seller). The Seller agrees to provide the Buyer with all payroll and employment related information with respect to each employee of the Seller who accepts employment with the Buyer. (f) The Buyer agrees to prepare for the Seller and, where permitted, to file on such Seller's behalf, any federal, state or local employment-related tax reports or information reports (including Internal Revenue Service Forms W- 2, W-3, 940, 941, 1042, l042S, 1096 and 1099) that the Seller may be required to file following the Closing Date (but that were not due to be filed on or prior to the Closing Date) with respect to any employment period on or before the Closing Date.

Allocation of Certain Taxes. (a) The Buyer and Seller agree that if the Company or any of the Subsidiaries is permitted but not required under applicable state or local Income Tax laws to treat the day before the Closing Statement Date or the Closing Date as the last day of Net Assets To Be Sold will reflect all accrued but unpaid real a taxable period, Buyer and personal property Seller shall treat such day as the last day of a taxable period. (b) Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Company or the Subsidiaries shall be apportioned for purposes of Section 7.2 and Section 7.3 between Seller and Buyer based on all Purchased Assetsthe actual operations of the Company and the Subsidiaries, through as the case may be, during the portion of such period ending on the Closing Date and including the portion of such period beginning on the day following the Closing Date, using and for purposes of the provisions of Sections 7.2, 7.3, 7.4 and 7.6, each portion of such period shall be deemed to be a ratable daily accrual methodtaxable period (whether or not it is in fact a taxable period); PROVIDED, HOWEVER, that to the extent estimated Income Taxes have been paid prior to the Closing Date with respect to a taxable period beginning before the Closing Date and ending after the Closing Date, Seller's liability with respect thereto shall be reduced by that amount; PROVIDED FURTHER, that if such payment of estimated Income Taxes exceeds Seller's liability as calculated pursuant to this Section 7.4, Buyer shall promptly pay Seller the amount of such excess. The Upon timely notice from Buyer, Seller has furnished the shall pay to Buyer an analysis of this amount itemized by property, tax and taxing jurisdiction, at least three ten (310) days prior to the date hereof. (b) The Buyer agrees to timely pay all real and personal property any payment for Income Taxes on all Purchased Assets the payment date for which as described in this Section 7.4 is after the Closing Datedue, Seller's share of such Income Taxes as described in this Section 7.4. (c) Any transferAll real property taxes, documentary, sales, use or other Taxes assessed upon or personal property taxes and similar AD VALOREM obligations levied with respect to the transfer of the Purchased Assets to the Buyer and any recording or filing fees with respect thereto shall be borne by the Seller. Company for a taxable period which includes (dbut does not end on) The Closing Statement of Net Assets To Be Sold will reflect all accrued but not yet due or paid employment-related Tax liabilities of the Seller (including employee withholding and employer portions of such Taxes) through and including the Closing Date. (e) The Buyer and the Seller agree that, pursuant to the "Alternative Procedure" provided in Section 5 of Revenue Procedure 84-77, 1984-2 C.B. 753, (i) the Seller and the Buyer shall report on a predecessor/successor basis as set forth therein, (ii) the Seller shall be relieved from filing a form W-2 with respect to any employee of the Seller who accepts employment with the Buyer, and (iii) the Buyer shall undertake to file a W-2 for each such employee for the year that includes the Closing Date (including collectively, the portion "APPORTIONED OBLIGATIONS") shall be apportioned between Seller and Buyer based on the number of days of such year that such employee was employed by the Seller). The Seller agrees to provide the Buyer with all payroll and employment related information with respect to each employee of the Seller who accepts employment with the Buyer. (f) The Buyer agrees to prepare for the Seller and, where permitted, to file taxable period which fall on such Seller's behalf, any federal, state or local employment-related tax reports or information reports (including Internal Revenue Service Forms W- 2, W-3, 940, 941, 1042, l042S, 1096 and 1099) that the Seller may be required to file following before the Closing Date (but that were not due to be filed on this and any other tax period which includes one or prior to the Closing Date) with respect to any employment period more days falling on or before the Closing Date, a PRE-CLOSING TAX PERIOD") and the number of days of such taxable period after the Closing Date (a "POST-CLOSING TAX PERIOD). Seller shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any ▇▇▇▇ for real or personal property taxes relating to the Company, each of Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within 30 days after delivery of such statement. In the event that either Seller or Buyer shall make any payment for which it is entitled to reimbursement under this Section, the other party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount or reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (d) With respect to any state or local Income Taxes:

Allocation of Certain Taxes. (a) The In the case of any Tax that is attributable to a taxable period which begins before the Closing Statement of Net Assets To Be Sold will reflect all accrued but unpaid real Date and personal property Taxes on all Purchased Assets, through and including ends after the Closing Date, using a ratable daily accrual method. The Seller has furnished the Buyer an analysis amount of this amount itemized by property, tax and taxing jurisdiction, at least three (3) days prior Taxes attributable to the date hereof.Pre-Closing Period and the Post-Closing Period shall be determined as follows: (b) The Buyer agrees to timely pay all real and personal property Taxes on all Purchased Assets the payment date for which is after the Closing Date. (c) Any transfer, documentary, sales, use or other Taxes assessed upon or with respect to the transfer of the Purchased Assets to the Buyer and any recording or filing fees with respect thereto shall be borne by the Seller. (d) The Closing Statement of Net Assets To Be Sold will reflect all accrued but not yet due or paid employment-related Tax liabilities of the Seller (including employee withholding and employer portions of such Taxes) through and including the Closing Date. (ea) The Buyer and the Seller agree that, pursuant to that if the "Alternative Procedure" provided in Section 5 of Revenue Procedure 84-77, 1984-2 C.B. 753, (i) Company or the Seller and the Buyer shall report on a predecessor/successor basis as set forth therein, (ii) the Seller shall be relieved from filing a form W-2 with respect to any employee of the Seller who accepts employment with the Buyer, and (iii) the Buyer shall undertake to file a W-2 for each such employee for the year that includes the Closing Date (including the portion of such year that such employee was employed by the Seller). The Seller agrees to provide the Buyer with all payroll and employment related information with respect to each employee of the Seller who accepts employment with the Buyer. (f) The Buyer agrees to prepare for the Seller and, where permitted, to file on such Seller's behalf, any federalSubsidiary is permitted but not required under applicable foreign, state or local employment-related tax reports or information reports (including Internal Revenue Service Forms W- 2, W-3, 940, 941, 1042, l042S, 1096 and 1099) that the Seller may be required Tax laws to file following treat the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable period. (but that were not due to be filed on or prior b) Except to the extent provided in subsection (a) of this Section 8.4, in the case of ad valorem Taxes imposed on the Company or any Subsidiary and franchise or similar Taxes imposed on the Company based on capital (including net worth or long-term debt) or number of shares of stock authorized, issued or outstanding, such Taxes shall be allocated between the Pre-Closing DatePeriod and the Post-Closing Period based upon the respective number of days in each such period. (c) with respect Except to any employment period on the extent provided in subsections (a) and (b) of this Section 8.4, all other Taxes shall be allocated between the Pre-Closing Period and the Post-Closing Period based upon an interim closing of the books of the Company or before the Subsidiary as of the end of the day of the Closing DateDate and the computation of the Tax for each resulting period as if the period were a separate taxable period; provided, however, that in no event shall the hypothetical Tax for any period be less than zero.

Allocation of Certain Taxes. (a) The Buyer and Seller agree that if the Company is permitted but not required under applicable state or local Income Tax laws to treat the Closing Statement Date as the last day of Net Assets To Be Sold will reflect all accrued but unpaid real a taxable period, Buyer and personal property Seller shall treat such day as the last day of a taxable period. (b) Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Company shall be apportioned for purposes of Sections 7.1 and 7.2 hereof between Seller and Buyer based on all Purchased Assetsthe actual operations of the Company, through as the case may be, during the portion of such period ending on the Closing Date and including the portion of such period beginning on the date following the Closing Date, using and for purposes of the provisions of Sections 7.1, 7.2, 7.3 and 7.5, each portion of such period shall be (whether or not it is in fact a ratable daily accrual methodtaxable period); provided, however, that real property and personal property taxes shall be allocated on a per diem basis; provided, further, that to the extent estimated Income Taxes have been paid prior to the Closing Date with respect to a taxable period beginning before the Closing Date and ending after the Closing Date, Seller's liability with respect thereto shall be reduced by that amount; provided further, that if such payment of estimated Income Taxes exceeds Seller's liability as calculated pursuant to this Section 7.3., Buyer shall promptly pay Seller the amount of such excess. The Upon timely notice from Buyer, Seller has furnished the shall pay to Buyer an analysis of this amount itemized by property, tax and taxing jurisdiction, at least three ten (310) days prior to the date hereof. (b) The Buyer agrees to timely pay all real and personal property any payment for Income Taxes on all Purchased Assets the payment date for which as described in this Section 7.3 is after the Closing Date. (c) Any transferdue, documentary, sales, use or other Taxes assessed upon or with respect to the transfer of the Purchased Assets to the Buyer and any recording or filing fees with respect thereto shall be borne by the Seller. (d) The Closing Statement of Net Assets To Be Sold will reflect all accrued but not yet due or paid employment-related Tax liabilities of the Seller (including employee withholding and employer portions 's share of such Taxes) through and including the Closing DateIncome Taxes as described in this Section 7.3. (e) The Buyer and the Seller agree that, pursuant to the "Alternative Procedure" provided in Section 5 of Revenue Procedure 84-77, 1984-2 C.B. 753, (i) the Seller and the Buyer shall report on a predecessor/successor basis as set forth therein, (ii) the Seller shall be relieved from filing a form W-2 with respect to any employee of the Seller who accepts employment with the Buyer, and (iii) the Buyer shall undertake to file a W-2 for each such employee for the year that includes the Closing Date (including the portion of such year that such employee was employed by the Seller). The Seller agrees to provide the Buyer with all payroll and employment related information with respect to each employee of the Seller who accepts employment with the Buyer. (f) The Buyer agrees to prepare for the Seller and, where permitted, to file on such Seller's behalf, any federal, state or local employment-related tax reports or information reports (including Internal Revenue Service Forms W- 2, W-3, 940, 941, 1042, l042S, 1096 and 1099) that the Seller may be required to file following the Closing Date (but that were not due to be filed on or prior to the Closing Date) with respect to any employment period on or before the Closing Date.

Allocation of Certain Taxes. (a) The ▇▇▇▇, the Company and Raytheon agree that if the Company or any of its subsidiaries is permitted but not required under applicable state or local Income Tax laws to treat the day before the Closing Statement Date or the Closing Date as the last day of Net Assets To Be Sold will reflect all accrued but unpaid real a taxable period, the Company and personal property Raytheon shall treat such day as the last day of a taxable period. (b) Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Company, the subsidiaries or the Affiliates, the allocation of which is not governed by Section 7.2(b), shall be apportioned for purposes of Section 7.5 between Raytheon and the Company based on all Purchased Assetsthe actual operations of the Company, through its subsidiaries and/or Affiliates, as the case may be, during the portion of such period ending on the Closing Date and including the portion of such period beginning on the date following the Closing Date, using and for purposes of the provisions of Section 7.5, 7.6 and 7.8, each portion of such period shall be deemed to be a ratable daily accrual methodtaxable period (whether or not it is in fact a taxable period); provided, however, that to the extent -------- ------- estimated Income Taxes have been paid prior to the Closing Date with respect to a taxable period beginning before the Closing Date and ending after the Closing Date, Raytheon's liability with respect thereto shall be reduced by that amount; provided further, that if such payment of estimated Income Taxes exceeds -------- ------- Raytheon's liability as calculated pursuant to this Section 7.6, ▇▇▇▇ shall promptly pay Raytheon the amount of such excess. The Seller has furnished the Buyer an analysis of this amount itemized by propertyUpon timely notice from ▇▇▇▇, tax and taxing jurisdiction, Raytheon shall pay to ▇▇▇▇ at least three ten (310) days prior to the date hereof. (b) The Buyer agrees to timely pay all real and personal property any payment for Income Taxes on all Purchased Assets the payment date for which as described in this Section 7.6 is after the Closing Date. (c) Any transferdue, documentary, sales, use or other Taxes assessed upon or with respect to the transfer of the Purchased Assets to the Buyer and any recording or filing fees with respect thereto shall be borne by the Seller. (d) The Closing Statement of Net Assets To Be Sold will reflect all accrued but not yet due or paid employment-related Tax liabilities of the Seller (including employee withholding and employer portions Raytheon's share of such Taxes) through and including the Closing DateIncome Taxes as described in this Section 7.6. (e) The Buyer and the Seller agree that, pursuant to the "Alternative Procedure" provided in Section 5 of Revenue Procedure 84-77, 1984-2 C.B. 753, (i) the Seller and the Buyer shall report on a predecessor/successor basis as set forth therein, (ii) the Seller shall be relieved from filing a form W-2 with respect to any employee of the Seller who accepts employment with the Buyer, and (iii) the Buyer shall undertake to file a W-2 for each such employee for the year that includes the Closing Date (including the portion of such year that such employee was employed by the Seller). The Seller agrees to provide the Buyer with all payroll and employment related information with respect to each employee of the Seller who accepts employment with the Buyer. (f) The Buyer agrees to prepare for the Seller and, where permitted, to file on such Seller's behalf, any federal, state or local employment-related tax reports or information reports (including Internal Revenue Service Forms W- 2, W-3, 940, 941, 1042, l042S, 1096 and 1099) that the Seller may be required to file following the Closing Date (but that were not due to be filed on or prior to the Closing Date) with respect to any employment period on or before the Closing Date.