Common use of Allocation of Tax Liabilities Clause in Contracts

Allocation of Tax Liabilities. (a) Parent shall be liable for the following Taxes: (i) Taxes imposed with respect to the SpinCo Business or on the ownership or operation of the Contributed Assets, in each case, with respect to taxable periods ending on or before the Closing Date; (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (the “Straddle Period”), Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to the portion of such period ending on the Closing Date, and (iii) Taxes of Parent or any of its Affiliates (other than SpinCo), but excluding any Taxes imposed on the ownership of the Contributed Assets, whether arising out of the transactions contemplated by this Agreement or otherwise, for any and all Tax periods. (b) SpinCo shall be liable for the following Taxes: (i) Taxes imposed with respect to the SpinCo Business or on the ownership or operation of the Contributed Assets, in each case, with respect to taxable periods beginning on or after the Closing Date and (ii) with respect to a Straddle Period, Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to the portion of such period beginning after Closing Date. (c) In the case of Taxes that are payable with respect to the Straddle Period, the portion of any such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date shall be: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible, including wages or payments to other persons but expressly exempting conveyances pursuant to this Agreement), deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; provided, however any items determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date by multiplying such amounts by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (ii) in the case of Taxes other than those described in paragraph (i), 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 7.3(b) taking into account the type of the Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 7.3(b) shall be computed by reference to the level of such items on the day immediately prior to the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with past practice of Parent. (d) If SpinCo receives any credit or a refund of Taxes imposed with respect to the SpinCo Business (including SpinCo) (i) for any taxable period ending on or prior to the Closing Date, or (ii) which are allocable, pursuant to Section 7.3(c), to the portion of a Straddle Period ending on or prior the Closing Date, except to the extent any such credit or refund of Taxes (A) solely with respect to SpinCo, results in any amount of Tax that Parent is not liable for under this Agreement, or (B) solely with respect to SpinCo, arises as a result of the carryback of a loss or credit from a Tax period (or portion thereof) beginning after the Closing Date, then SpinCo shall promptly pay or cause to be paid such amount (net of reasonable out-of-pocket costs incurred to obtain the refund) to Parent. For the avoidance of doubt, SpinCo shall be entitled to waive any carryback of a loss or credit from a Tax period beginning after the Closing Date to the extent permitted by Tax Law.

Allocation of Tax Liabilities. For purposes of determining whether any Taxes or Tax Items are attributable to the Certegy Group or the Equifax Group and whether any Tax Item is attributable to a Pre-Distribution Period or a Post-Distribution Period, the following principles shall apply: (a) Parent For purposes of this Agreement, the determination of whether Taxes or Tax Items are "attributable" to a member of the Certegy Group or the Equifax Group shall be liable made using the methods that Equifax has used in Tax Periods prior to the Distribution Date to allocate its Tax liabilities among the various members of its affiliated group; provided that in any state that imposes income Tax on a unitary basis, such determination for any Straddle Period shall be based on apportionment factors applicable for the following Taxes: (i) Taxes imposed businesses and operations of each Group as of the Effective Time notwithstanding any change in apportionment factors resulting from a change in such businesses and operations occurring after the Effective Time. The fact that a member of the Certegy Group or the Equifax Group prepared or filed a return with respect to the SpinCo Business or on the ownership or operation of the Contributed Assets, in each case, with respect to taxable periods ending on or before the Closing Date; (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (the “Straddle Period”), Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to the portion of such period ending on the Closing Date, and (iii) Taxes of Parent or any of its Affiliates (other than SpinCo), but excluding any Taxes imposed on the ownership of the Contributed Assets, is not relevant in determining whether arising out of the transactions contemplated by this Agreement or otherwise, for any and all Tax periodssuch Taxes are "attributable" to such member. (b) SpinCo The principles of Treasury Regulation Section 1.1502-76(b) as reasonably interpreted and applied by Equifax shall be liable for the following Taxes: apply in determining whether a Tax Item is attributable to a Tax Period provided that (i) Taxes imposed with respect no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to the SpinCo Business or on the ownership or operation ratable allocation of the Contributed Assets, in each case, with respect to taxable periods beginning on or after the Closing Date a year's item); and (ii) if the Distribution Date does not coincide with respect the end of a calendar month, the provisions of Treasury Regulation Section 1.1502-76(b)(2)(iii) will be applied to a Straddle Period, Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(cratably allocate the items (other than extraordinary items) for the month that includes the Distribution Date (or the parties shall consistently use such accounting conventions as the parties shall hereafter agree in writing), to the portion of such period beginning after Closing Date. (c) In determining the case apportionment of Taxes that are payable with respect Tax Items between Pre- Distribution Periods and Post-Distribution Periods, any Tax Items relating to the Straddle Period, Separation and the portion of any such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date Distribution shall be: (ibe treated as an extraordinary item described in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible, including wages or payments to other persons but expressly exempting conveyances pursuant to this Agreement), deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; provided, however any items determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date by multiplying Pre-Distribution Periods, and any Taxes related to such amounts by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (ii) in the case of Taxes other than those described in paragraph (i), 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period items shall be prorated based upon the method employed in this treated under Treasury Regulation Section 7.3(b1.1502-76(b)(2)(iv) taking into account the type of the Tax as relating to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to such extraordinary item and shall be allocated under this Section 7.3(b) shall be computed by reference to the level of such items on the day immediately prior to the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with past practice of ParentPre-Distribution Periods. (d) If SpinCo receives any credit or a refund of Taxes imposed with respect to the SpinCo Business (including SpinCo) (i) for any taxable period ending on or prior to the Closing Date, or (ii) which are allocable, pursuant to Section 7.3(c), to the portion of a Straddle Period ending on or prior the Closing Date, except to the extent any such credit or refund of Taxes (A) solely with respect to SpinCo, results in any amount of Tax that Parent is not liable for under this Agreement, or (B) solely with respect to SpinCo, arises as a result of the carryback of a loss or credit from a Tax period (or portion thereof) beginning after the Closing Date, then SpinCo shall promptly pay or cause to be paid such amount (net of reasonable out-of-pocket costs incurred to obtain the refund) to Parent. For the avoidance of doubt, SpinCo shall be entitled to waive any carryback of a loss or credit from a Tax period beginning after the Closing Date to the extent permitted by Tax Law.

Allocation of Tax Liabilities. (a) Parent Purchaser and Seller agree that if the Company is permitted to treat the Closing Date as the last day of a taxable period they will do so (if not but Purchaser and Seller are permitted to treat the day prior to the Closing Date as the last day of a taxable period the parties agree to do so). (b) Seller shall be liable for the following Taxes: (i) pay, on a timely basis, all Taxes imposed due with respect to the SpinCo Business consolidated federal income tax liability and any combined or unitary state and local Taxes for any Pre-Closing Period. (c) Any Income Taxes for a Straddle Period shall be apportioned between Seller and Purchaser based on the ownership or operation actual operations of the Contributed Assets, in each case, with respect to taxable periods ending on or before the Closing Date; (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (the “Straddle Period”), Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to Company 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 12.2, 12.3, 12.4, and 12.5, each portion of such period shall be deemed to be a taxable period (iii) whether or not it is in fact a taxable period). All Taxes of Parent or any of its Affiliates (other than SpinCo), but excluding any Income Taxes imposed ("Other Taxes") relating to a Straddle Period shall be apportioned between Purchaser and Seller based on the ownership number of days during the Contributed Assets43 portion of such period occurring on and before the Closing Date, whether arising out and the number of the transactions contemplated by this Agreement or otherwise, for any and all Tax periods. (b) SpinCo shall be liable for the following Taxes: (i) Taxes imposed with respect to the SpinCo Business or on the ownership or operation of the Contributed Assets, in each case, with respect to taxable periods beginning on or days during such period occurring after the Closing Date and for purposes of SECTIONS 12.2, 12.3, 12.4, 12.5 and 12.6, each portion of such period shall be deemed to be a taxable period (ii) whether or not it is in fact a taxable period). To the extent estimated Taxes have been paid prior to the Closing Date with respect to a Straddle Period, Taxes imposed on SpinCo which are allocableSeller's liability with respect thereto shall be reduced by that amount; PROVIDED FURTHER, pursuant to Section 7.3(c), to the portion of that if such period beginning after Closing Date. (c) In the case payment or accrual of Taxes that are payable with respect to the Straddle Period, the portion of any such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date shall be: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible, including wages or payments to other persons but expressly exempting conveyances exceeds Seller's liability as calculated pursuant to this Agreement)SECTION 12.4, deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; provided, however any items determined on an annual or periodic basis (including amortization and depreciation deductions) Purchaser shall be allocated to the portion of the Straddle Period ending on the Closing Date by multiplying such amounts by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (ii) in the case of Taxes other than those described in paragraph (i), deemed to be promptly pay Seller the amount of such excess. Upon timely notice from Purchaser, Seller shall pay to Purchaser an amount equal to Seller's liability for any 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed described in this Section 7.3(b) taking into account the type of the Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long term debt) or intangiblesSECTION 12.4, any amount thereof required such payment to be allocated under this Section 7.3(bmade at least ten (10) shall be computed by reference to the level of such items on the day immediately days prior to the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with past practice of Parent. (d) If SpinCo receives any credit or a refund of Taxes imposed with respect to the SpinCo Business (including SpinCo) (i) for any taxable period ending on or prior to the Closing Date, or (ii) which are allocable, pursuant to Section 7.3(c), to the portion of a Straddle Period ending on or prior the Closing Date, except to the extent date that any such credit or refund of Taxes (A) solely with respect to SpinCo, results in any amount of Tax that Parent payment is not liable for under this Agreement, or (B) solely with respect to SpinCo, arises as a result of the carryback of a loss or credit from a Tax period (or portion thereof) beginning after the Closing Date, then SpinCo shall promptly pay or cause to be paid such amount (net of reasonable out-of-pocket costs incurred to obtain the refund) to Parent. For the avoidance of doubt, SpinCo shall be entitled to waive any carryback of a loss or credit from a Tax period beginning after the Closing Date to the extent permitted by Tax Lawdue.

Allocation of Tax Liabilities. For purposes of determining whether any Tax Item are attributed to the PSI Group or the Equifax Group and whether any Tax Item is attributable to a Pre-Distribution Period or a Post-Distribution Period, the following principles shall apply: (a) Parent For purposes of this Agreement, the determination of whether Taxes or Tax Items are "attributable" to a member of the PSI Group or the Equifax Group shall be liable for made using the following Taxes: (i) Taxes imposed methods that Equifax has used in Tax Periods prior to the Distribution Date to allocate its Tax liabilities among the various members of its affiliated group. The fact that a member of the PSI Group or the Equifax Group prepared or filed a return with respect to the SpinCo Business or on the ownership or operation of the Contributed Assets, in each case, with respect to taxable periods ending on or before the Closing Date; (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (the “Straddle Period”), Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to the portion of such period ending on the Closing Date, and (iii) Taxes of Parent or any of its Affiliates (other than SpinCo), but excluding any Taxes imposed on the ownership of the Contributed Assets, is not relevant in determining whether arising out of the transactions contemplated by this Agreement or otherwise, for any and all Tax periodssuch Taxes are "attributable" to such member. (b) SpinCo The principles of Treasury Regulation Section 1.1502-76(b) as reasonably interpreted and applied by Equifax shall be liable for the following Taxes: apply in determining whether a Tax Item is attributable to a Tax Period provided that (i) Taxes imposed with respect no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to the SpinCo Business or on the ownership or operation ratable allocation of the Contributed Assetsa year's item), in each case, with respect to taxable periods beginning on or after the Closing Date and (ii) if the Distribution Date does not coincide with respect the end of a calendar month, the provisions of Treasury Regulation Section 1.1502-76(b)(2)(iii) will be applied to a Straddle Period, Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to ratably allocate the portion of such period beginning after Closing items (other than extraordinary items) for the month that includes the Distribution Date. (c) In determining the case apportionment of Taxes that are payable with respect Tax Items between Pre- Distribution Periods and Post-Distribution Periods, any Tax Items relating to the Straddle Period, Separation and the portion of any such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date Distribution shall be: (ibe treated as an extraordinary item described in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible, including wages or payments to other persons but expressly exempting conveyances pursuant to this Agreement), deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; provided, however any items determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date by multiplying Pre- Distribution Periods, and any Taxes related to such amounts by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (ii) in the case of Taxes other than those described in paragraph (i), 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period items shall be prorated based upon the method employed in this treated under Treasury Regulation Section 7.3(b1.1502-76(b)(2)(iv) taking into account the type of the Tax as relating to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to such extraordinary item and shall be allocated under this Section 7.3(b) shall be computed by reference to the level of such items on the day immediately prior to the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with past practice of ParentPre-Distribution Periods. (d) If SpinCo receives any credit or a refund of Taxes imposed with respect to the SpinCo Business (including SpinCo) (i) for any taxable period ending on or prior to the Closing Date, or (ii) which are allocable, pursuant to Section 7.3(c), to the portion of a Straddle Period ending on or prior the Closing Date, except to the extent any such credit or refund of Taxes (A) solely with respect to SpinCo, results in any amount of Tax that Parent is not liable for under this Agreement, or (B) solely with respect to SpinCo, arises as a result of the carryback of a loss or credit from a Tax period (or portion thereof) beginning after the Closing Date, then SpinCo shall promptly pay or cause to be paid such amount (net of reasonable out-of-pocket costs incurred to obtain the refund) to Parent. For the avoidance of doubt, SpinCo shall be entitled to waive any carryback of a loss or credit from a Tax period beginning after the Closing Date to the extent permitted by Tax Law.

Allocation of Tax Liabilities. (a) Parent Subject to Section 9.4.2 (Returns and Reports), Seller shall be liable bear the economic burden for Taxes that have not been paid at Closing Date of the following TaxesCompany and of any Group Company for: (i) Taxes imposed with respect any taxable year or period subsequent to the SpinCo Business or on the ownership or operation of the Contributed Assetstax year 2007, in each case, with respect to taxable periods ending that ends on or before the Closing Date; (ii) with respect to Date or, for any taxable periods beginning before year or period that includes the Closing Date and ending after Date, that part of the Closing Date (the “Straddle Period”), Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to the portion of such taxable year or period ending that ends on the Closing Date, ; and (iiiii) Taxes of Parent or any of its Affiliates (other than SpinCo), but excluding any Taxes imposed on relating to the ownership Real Estate Transaction (excluding VAT) in excess of the Contributed Assets, whether arising out Estimation of the transactions contemplated by this Agreement or otherwise, for any and all Tax periodsReal Estate Taxes. (b) SpinCo Except as set forth in Sections 8.1(g), 8.1(h) and 9.4.1(a)(ii) above, Purchaser shall be liable for the following Taxes: (i) and shall hold Seller harmless against any liability for Taxes imposed with respect to the SpinCo Business or on the ownership or operation of the Contributed Assets, in each case, with respect to Company for any taxable periods beginning on year or other taxable period that begins after the close of the Closing Date and (ii) with respect to a Straddle Periodand, Taxes imposed on SpinCo which are allocablein the case of any taxable year or other taxable period that includes the Closing Date, pursuant to Section 7.3(c), to that part of the portion taxable year or other taxable period that begins after the close of such period beginning after the Closing Date. (c) In Within 10 (ten) Business Days after Purchaser has received notice of any pending or threatened audits or assessments relating to Taxes for which Seller would be required to indemnify Purchaser pursuant to Sections 8.1 (Indemnification obligation of Seller) or 9.4.1(a) (Tax borne by Seller), Purchaser shall notify Seller in writing. Such notice shall provide reasonable details of the case claim and the amounts claimed by Purchaser and enclose a copy of all the official documentation issued by the relevant tax authority that is competent for the audit or the assessment. Seller agrees that the Purchaser will be deemed to have automatically satisfied the notice requirement under this Section 9.4.1(a) or Section 8.1 (Indemnification obligation of Seller) in the event that ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Poli or ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (for so long as he reports directly to ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Poli) has actual knowledge or notice of any pending or threatened audits or assessments for Taxes that are payable in accordance with respect the above deadline and conditions. Seller shall have the sole right to the Straddle Periodrepresent Seller’s, the portion of Company’s or such Group Company’s interest in any audit or administrative or court proceeding relating to any such Tax that is allocable and to employ counsel of its choice at its expense. To this respect, Purchaser shall: (i) appoint and cause the portion Company and/or the affected Group Company to appoint the counsel(s) designated by Seller and (ii) cooperate and cause the Company and the Group Companies to cooperate with Seller in the preparation for and the prosecution of the Straddle Period ending on defence of the threatened audits or assessments (including, without limitation, making available evidence within the control of the Company and the Group Companies). Notwithstanding the foregoing, Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for such Taxes which would materially adversely affect the liability for such Taxes of Purchaser, the Company or such Group Company for any period after the Closing Date without the prior written consent of Purchaser, which consent shall be: (i) in not be unreasonably withheld. If Seller elects not to assume the case defense of Taxes that are either (A) based upon or related to income or receiptsany claim for such Taxes, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible, including wages or payments to other persons but expressly exempting conveyances pursuant to this Agreement), deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; provided, however any items determined on an annual or periodic basis (including amortization and depreciation deductions) Seller shall be allocated entitled to participate in such defense at its expense. Neither Purchaser, nor the portion of the Straddle Period ending on the Closing Date by multiplying such amounts by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (ii) in the case of Taxes other than those described in paragraph (i), deemed Company nor any Group Company may agree to be the amount of settle any claim for such Taxes for without the entire period (orprior written consent of Seller, 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 Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period consent shall not be prorated based upon the method employed in this Section 7.3(b) taking into account the type of the Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 7.3(b) shall be computed by reference to the level of such items on the day immediately prior to the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with past practice of Parentunreasonably withheld. (d) If SpinCo receives In the event that Seller is liable for any credit Taxes or Losses under Section 8.1 (Indemnification obligation of Seller), Purchaser agrees that it shall not make a refund of Taxes imposed with respect to the SpinCo Business claim under Section 9.4.1 (including SpinCoa) (iTaxes borne by Seller) for any taxable period ending on the same Taxes and or prior Losses that would also be a Loss due to the Closing Date, or (ii) which are allocable, pursuant to a breach of Seller’s representation and warranty in Section 7.3(c), to the portion of a Straddle Period ending on or prior the Closing Date, except to the extent any such credit or refund of Taxes (A) solely with respect to SpinCo, results in any amount of Tax that Parent is not liable for under this Agreement, or (B) solely with respect to SpinCo, arises as a result of the carryback of a loss or credit from a Tax period (or portion thereof) beginning after the Closing Date, then SpinCo shall promptly pay or cause to be paid such amount (net of reasonable out-of-pocket costs incurred to obtain the refund) to Parent. For the avoidance of doubt, SpinCo shall be entitled to waive any carryback of a loss or credit from a Tax period beginning after the Closing Date to the extent permitted by Tax Law7.2.9.

Allocation of Tax Liabilities. (a) Parent Without limiting any of the indemnification obligations of Sellers under Article VIII hereof, Sellers shall be liable jointly and severally defend, indemnify and hold harmless the Buyer from, and shall pay to the Buyer the amount of, or reimburse the Buyer for, any liability for the following Taxes: or Loss arising out of, or in connection with, whether directly or indirectly, (i) Taxes imposed on Acacia FSB or any of its Subsidiaries (or Buyer or any of its Affiliates as successor or transferee of Acacia FSB or any of its Subsidiaries) or with respect to the SpinCo Business assets or business of Acacia FSB or any of its Subsidiaries for any taxable period ending on or prior to the Closing Date and for the portion of any Straddle Period ending on the ownership Closing Date (a “Pre-Closing Tax Period”), (ii) Conveyance Taxes arising out of or in connection with the transactions contemplated by this Agreement other than those which are the responsibility of Buyer pursuant to Section 9.7, and (iii) Taxes (A) of any member of an affiliated, consolidated, combined or unitary group of which Acacia FSB or any of its Subsidiaries is or was a member on or prior to the Closing Date (including, without limitation, pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of state or local law), or (B) of any person imposed on Acacia FSB or any of its Subsidiaries as a transferee or successor, by operation of the Contributed Assetslaw or pursuant to any tax sharing, in each casetax indemnity, with respect tax allocation or other similar agreement, which Taxes relate to taxable periods ending either a liability existing or to an event or transaction occurring on or before the Closing Date; (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (the “Straddle Period”), Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to the portion of such period ending on the Closing Date, and (iii) Taxes of Parent or any of its Affiliates (other than SpinCo), but excluding any Taxes imposed on the ownership of the Contributed Assets, whether arising out of the transactions contemplated by this Agreement or otherwise, for any and all Tax periods. (b) SpinCo shall be liable for the following Taxes: (i) Taxes imposed with respect to the SpinCo Business or on the ownership or operation of the Contributed Assets, in each case, with respect to taxable periods beginning on or after the Closing Date and (ii) with respect to a Straddle Period, Taxes imposed on SpinCo which are allocable, pursuant to Section 7.3(c), to the portion of such period beginning after Closing Date. (c) In the case of Taxes that are payable with respect to the Straddle Period, the portion of any such Tax taxable period that is allocable to the portion of the Straddle Period ending includes but does not end on the Closing Date shall be: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible, including wages or payments to other persons but expressly exempting conveyances pursuant to this Agreementa “Straddle Period”), deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; provided, however any items determined on an annual or periodic basis (including amortization and depreciation deductions) such Taxes shall be allocated apportioned between the period deemed to the portion of the Straddle Period ending on the Closing Date by multiplying such amounts by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending end on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (ii) in the case of Taxes other than those described in paragraph (i), period deemed to be begin on 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 day following the Closing Date and on the denominator basis of which is the number of calendar days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 7.3(b) taking into account the type interim closing of the Tax to which the refund relates. In the case of any Tax based upon books, except that Taxes imposed on a periodic basis (such as real or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated under this Section 7.3(bpersonal property Taxes) shall be computed by reference to the level of such items allocated on the day immediately prior to the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with past practice of Parentdaily basis. (d) If SpinCo receives any credit or a refund of Taxes imposed with respect to the SpinCo Business (including SpinCo) (i) for any taxable period ending on or prior to the Closing Date, or (ii) which are allocable, pursuant to Section 7.3(c), to the portion of a Straddle Period ending on or prior the Closing Date, except to the extent any such credit or refund of Taxes (A) solely with respect to SpinCo, results in any amount of Tax that Parent is not liable for under this Agreement, or (B) solely with respect to SpinCo, arises as a result of the carryback of a loss or credit from a Tax period (or portion thereof) beginning after the Closing Date, then SpinCo shall promptly pay or cause to be paid such amount (net of reasonable out-of-pocket costs incurred to obtain the refund) to Parent. For the avoidance of doubt, SpinCo shall be entitled to waive any carryback of a loss or credit from a Tax period beginning after the Closing Date to the extent permitted by Tax Law.