Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) 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 Date or the Closing Date as the last day of a taxable period, Buyer and 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 the actual operations of the Company and the Subsidiaries, as the case may be, during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, 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 taxable 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. Upon timely notice from Buyer, Seller shall pay to Buyer at least ten (10) days prior to the date any payment for Income Taxes as described in this Section 7.4 is due, Seller's share of such Income Taxes as described in this Section 7.4. (c) All real property taxes, personal property taxes and similar AD VALOREM obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the "APPORTIONED OBLIGATIONS") shall be apportioned between Seller and Buyer based on the number of days of such taxable period which fall on or before the Closing Date (this and any other tax period which includes one or 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) Buyer and Seller agree that if the Company or any of the Transferred Subsidiaries is permitted but not required under applicable foreign, state or local Income Tax laws Laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, Buyer and Seller shall treat such day as the last day of a taxable period. (b) Any For purposes hereof, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period beginning that begins before the Closing Date, the Cut-Off 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 the actual operations of the Company and the SubsidiariesBalance Sheet Date, as the case may be, during with respect to any particular Tax in accordance with this Agreement (each, for the purposes of this paragraph, a "Relevant Date") and ends after a Relevant Date, the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.2, 7.3, 7.4 and 7.6, each portion of such period Tax that shall be deemed to be payable for the portion of the period ending on the Relevant Date shall (i) in the case of any Taxes other than Taxes based upon or related to income, payroll or receipts, 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), whether actually paid before, during, or after such period, multiplied by a fraction the numerator of which is the number of calendar days in the period ending on (and including) the Relevant Date and the denominator of which is the number of calendar days in the entire period, and (ii) in the case of any Taxes based upon or related to income or receipts (including, but not limited to, sales, use and withholding Taxes), be deemed equal to the amount which would be payable if the taxable year ended on the close of business on the Relevant Date and, in the case of any Taxes attributable to the ownership by Seller or any of the Transferred Subsidiaries or any subsidiary of a Transferred Subsidiary of any equity interest in any partnership or other "flowthrough" entity, as if a taxable period of such partnership or the "flowthrough" entity ended as of the close of business on the a Relevant Date. Any credits for such a period shall be prorated except credits for Taxes paid or deposited will be allocated to the party that paid or deposited such Taxes and credits which are allocated in a different manner under the Code, based upon the fraction employed in clause (whether i) of the preceding sentence. Such clause (i) shall be applied with respect to Taxes for such period relating to capital (including net worth or not it is in fact a taxable period); PROVIDED, HOWEVER, long-term debt) or intangibles by reference to the level of such items on the Relevant Date. In the event that Seller or any of its Affiliates has prepaid any Taxes referred to herein to the extent estimated Income that such 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, exceed Seller's liability with respect thereto shall be reduced by that amount; PROVIDED FURTHER, that if share of such payment of estimated Income Taxes exceeds Seller's liability as calculated pursuant to under this Section 7.4Section, Buyer shall promptly pay Seller the amount of such excess. Upon timely notice from Buyer, Seller shall pay to Buyer at least ten (10) excess within 120 days prior to the date any payment for Income Taxes as described in this Section 7.4 is due, Seller's share of such Income Taxes as described in this Section 7.4. (c) All real property taxes, personal property taxes and similar AD VALOREM obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the "APPORTIONED OBLIGATIONS") shall be apportioned between upon receipt from Seller and Buyer based on the number of days of such taxable period which fall on or before at the Closing Date (this and any other tax period which includes one or 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 detailing such supporting evidence as is reasonably necessary to calculate the amount of reimbursementprepayments. (d) With respect to any state or local Income Taxes:

Allocation of Certain Taxes. (a) 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 Date or the Closing Date as the last day of a taxable period, Buyer and 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 Sections 7.1 and 7.2 and Section 7.3 hereof between Seller and Buyer based on the actual operations of the Company and the SubsidiariesCompany, as the case may be, during the portion of such period ending on the Closing Date and the portion of such period beginning on the day date following the Closing Date, and for purposes of the provisions of Sections 7.1, 7.2, 7.3, 7.4 7.3 and 7.67.5, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period); PROVIDEDprovided, HOWEVERhowever, 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 FURTHERprovided further, that if such payment of estimated Income Taxes exceeds Seller's liability as calculated pursuant to this Section 7.47.3., Buyer shall promptly pay Seller the amount of such excess. Upon timely notice from Buyer, Seller shall pay to Buyer at least ten (10) days prior to the date any payment for Income Taxes as described in this Section 7.4 7.3 is due, Seller's share of such Income Taxes as described in this Section 7.47.3. (c) All real property taxes, personal property taxes and similar AD VALOREM obligations levied with respect to the Company for a taxable period which includes (but does not end on) the Closing Date (collectively, the "APPORTIONED OBLIGATIONS") shall be apportioned between Seller and Buyer based on the number of days of such taxable period which fall on or before the Closing Date (this and any other tax period which includes one or 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) Buyer The Closing Statement of Net Assets To Be Sold will reflect all accrued but unpaid real 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 Date or the Closing Date as the last day of a taxable periodpersonal property Taxes on all Purchased Assets, Buyer through and 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 the actual operations of the Company and the Subsidiaries, as the case may be, during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following 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 for purposes of the provisions of Sections 7.2taxing jurisdiction, 7.3, 7.4 and 7.6, each portion of such period shall be deemed to be a taxable 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. Upon timely notice from Buyer, Seller shall pay to Buyer at least ten three (103) days prior to the date any hereof. (b) The Buyer agrees to timely pay all real and personal property Taxes on all Purchased Assets the payment date for Income Taxes as described in this Section 7.4 which is due, Seller's share of such Income Taxes as described in this Section 7.4after the Closing Date. (c) All real property taxesAny transfer, personal property taxes and similar AD VALOREM obligations levied documentary, sales, use or other Taxes assessed upon or with respect to the Company 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 a taxable period which each such employee for the year that includes (but does not end on) the Closing Date (collectively, including the "APPORTIONED OBLIGATIONS") shall be apportioned between Seller and Buyer based on the number of days portion of such taxable period which fall 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 before 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 (this and but that were not due to be filed on or prior to the Closing Date) with respect to any other tax employment period which includes one or 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) Buyer and Seller agree that if the Company Seller or any of the Subsidiaries Autopal is permitted but not required under applicable state foreign, state, or local Income Tax laws Laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, Buyer and Seller shall treat such day the Closing Date as the last day of a taxable periodperiod and make all applicable elections under such Tax Laws required to achieve such treatment. (b) Any Taxes for a taxable period beginning before the Closing Date and ending after the Closing Date with respect Straddle Period shall be paid by Buyer to the Company or relevant Taxing Authority, and the Subsidiaries Taxes for that period shall be apportioned for purposes of Section 7.2 and Section 7.3 9.4 between Seller and Buyer based on the actual operations of the Company and the Subsidiaries, as the case may be, during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, 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 taxable 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. Upon timely notice from Buyer, Seller shall pay to Buyer at least ten (109.5(c) days prior to the date any payment for Income Taxes as described in this Section 7.4 is due, Seller's share of such Income Taxes as described in this Section 7.4hereof. (c) All real property taxes, personal property taxes For purposes of this Agreement: (i) Seller shall retain all obligations and similar AD VALOREM obligations levied liabilities for Taxes with respect to the Company for a taxable Transferred Assets and the Business related to any period which includes (but does not end onor portion thereof) the Closing Date (collectively, the "APPORTIONED OBLIGATIONS") shall be apportioned between Seller and Buyer based on the number of days of such taxable period which fall that ends on or before the Closing Date (this “Pre-Closing Period”); (ii) Buyer shall be responsible for all obligations and liabilities for Taxes related to any other tax period which includes one (or more days falling on or before portion thereof) that ends after the Closing Date; (iii) In the case of any income, sales or gross receipts (or similar) Taxes of Autopal that are payable with respect to a PREStraddle Period, the portion of the Taxes relating to a Pre-CLOSING TAX PERIOD"Closing Period shall be determined on the basis of a closing of the books and records of Autopal as of the Closing Date. (iv) and In the case of any Taxes with respect to the Transferred Assets of the Business (including Taxes other than income, sales, gross receipts, or similar Taxes of Autopal) that are payable with respect to a Straddle Period: (A) the portion of Taxes relating to a Pre-Closing Period shall be equal to the product of all Taxes that are payable with respect to a Straddle Period multiplied by a fraction the numerator of which is the number of days of such in the taxable period from the commencement of the period through and including the Closing Date and the denominator of which is the number of days in the Straddle Period; except that, (B) appropriate adjustments shall be made to reflect specific events that can be identified and allocated as occurring on or prior to the Closing Date or occurring 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 reimbursementDate. (d) With respect to any state or local Income Taxes: