Allocation of Tax Liability Clause Samples

Allocation of Tax Liability a. Any state tax liability before tax credits (including liability for interest, penalties, and/or other additions to such taxes) associated with the filing of a consolidated, combined or unitary combined state tax return shall be allocated to the GPE members and RSAE companies included in such returns following the procedures set forth in the Agreement, subject to the provisions of this Section 2. b. Because certain states utilize a combined, consolidated or unitary combined reporting methodology, the aggregate state tax liability before credits of the members within a state group may exceed the sum of the members' separate return state tax liabilities to that state. Conversely, the sum of the members' separate state tax return liabilities may exceed the state group's aggregate state tax liability to the state before credits. Notwithstanding anything to the contrary in the Agreement, subject to the next sentence and Sections 2.c. and 2.d., the liability or benefit allocated to each member in a state group will be the member's corporate taxable income or corporate taxable loss modified by appropriate state tax adjustments, in compliance with state statutes and regulations, multiplied by the state group's apportionment factor multiplied by the appropriate state statutory rate. Any benefit arising out of GPE's corporate taxable loss will be allocated to those members of the relevant state group or groups with corporate taxable income. c. If an RSAE company does not have a positive separate return tax for a tax year, that RSAE company shall not receive any payment from other members of any state group as a result of any such loss or credit attributable to that RSAE company. If and when that RSAE company would be able to utilize any previous losses or credits if, under the applicable state tax law, it had filed a state tax return on a separate basis, the members of the state groups who received the benefit of such losses or credits shall, on a proportionate basis, pay to that RSAE company an amount equal to the refund which would have been realized by that RSAE company as a result of the carry over of such loss or credit, with such payment being made in the year in which that RSAE company would have received the refund for such loss or credit on a separate return basis. d. In the event that an RSAE company is no longer a part of a state group with any GPE member, it shall immediately cease being a party to this Addendum and shall not be entitled to any further...

Allocation of Tax Liability a. Seller will, to the extent permitted by applicable law, elect with the appropriate Governmental and Regulatory Authority to close the taxable period of the Company with respect to income Taxes as of and including the Closing Date (a "Closing Date Election"). In any case where applicable law does not permit a Closing Date Election to be made with respect to the Company, any Tax pertaining to a period that begins on or before the Closing Date and ends after the Closing Date shall be allocated in accordance with this Section 10.5.a. In the case of Taxes with respect to or payable by the Company with respect to a Tax period that includes but does not end on the Closing Date, the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made (i) in the case of any Tax based on or related to income, gross receipts, sales or use, on the basis of an interim closing of the books of the Company as of the close of business on the Closing Date, and (ii) in the case of any Tax other than a Tax based on or related to income, gross receipts, sales, or use, on the basis of the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date, and the denominator of which is the number of days in the entire Tax period. b. Notwithstanding the Cap set forth in Section 10.2.b hereof, Seller shall be responsible for and pay and shall indemnify and hold harmless Purchaser and the Company with respect to any and all Taxes imposed on the Company, or for which the Company is or shall become liable, including, without limitation, any such Taxes for which the Company is or shall become liable under Treasury Regulation Section 1.502-6 or 1.1502-78(b)(2) (or any similar provisions under any applicable foreign, state or local law), with respect to (i) any Tax periods (or portions thereof) ending on or before the Closing Date, and (ii) any Tax allocated to a Pre-Closing Period pursuant to Section 10.5.a; provided, that in the case of any adjustment to any item of loss or expense for any such years, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation of the Company) including by reason of any increase in a net operating loss, the Seller's obligations shall be limited to (i) the amount of interest (computed ...

Allocation of Tax Liability. For all purposes under this Agreement, in the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall (i) in the case of property or ad valorem Taxes, be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period, and (ii) in the case of all other Taxes (excluding Transfer Taxes), be determined on a closing of the books basis as of the end of the Closing Date.

Allocation of Tax Liability. (a) From and after the Closing Date, the Sellers shall pay or cause to be paid, and shall jointly and severally indemnify Purchaser, each of the Limited Companies, APX-Brazil, the APX Continuing Business and each of their Affiliates (each a "Tax Indemnitee") and agree to protect, save and hold each Tax Indemnitee harmless from and against, on a Grossed-Up Basis, the following liabilities suffered by any of the Tax Indemnitees: (i) any liability of a Tax Indemnitee for any Tax imposed upon (1) any Seller Party for any period or (2) any Third Party for any Pre-Closing Period, in each case for 46 which any of the Tax Indemnitees may be liable, (x) under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign law), (y) as a transferee or successor or (z) by contract; (ii) any Income Tax, Sales Tax or, with respect to the Limited Companies, Employment Tax of a Tax Indemnitee (other than those Taxes described in (i) above) imposed upon or relating to the Business, the MSX Assets or any of the Limited Companies for a Pre-Closing Period; (iii) any Income Tax or Sales Tax of a Tax Indemnitee imposed upon or relating to the Business or the APX Continuing Business (other than the Limited Companies or APX-Brazil) for the Interim Period; and (iv) any Income Tax, Sales Tax or, with respect to the Limited Companies, Employment Tax of a Tax Indemnitee arising from a breach of a representation or warranty set out in Section 6.08 (g), (j), (l), (m), (o) and (p) of this Agreement or a breach of a covenant set forth in Section 8.10 of this Agreement regardless of whether a notice disclosing such breach was delivered pursuant to Section 8.08 or set forth in Section 6.08 of the Disclosure Schedule except for the disclosures in Sections 6.08(m) and (o) of the Disclosure Schedule); Notwithstanding the foregoing, the Sellers shall not be obligated to indemnify for any Tax (A) imposed on any Third Party unless any of the Limited Companies is liable for such Tax as a result of its entering into an arrangement or agreement with the Third Party during any Pre-Closing Period and (B) with respect to the Limited Companies to the extent that it is reflected as an accrual on the Effective Date Balance Sheet. (b) Subject to Section 12.01 above, the income of the Limited Companies, APX-Brazil, the APX Continuing Business or the Business in a taxable period of Purchaser will be apportioned (i) between the Pre-Closing Period and the Post-Closing Period...

Allocation of Tax Liability. 7.3.1 In the case of Taxes with respect to or payable by the Company with respect to a period that includes but does not end on the Closing Date, the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made on the basis of an interim closing of the books of the Company as of the close of business on the Closing Date. In the case of (i) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding and (ii) ad valorem Taxes, in either situation attributable to any taxable period that includes but does not end on the Closing Date, the portion of such Taxes attributable to the Pre-Closing Period shall be the amount of such Taxes for the entire taxable period, multiplied by a fraction the numerator of which is the number of days in such taxable period ending on and including the Closing Date and the denominator of which is the entire number of days in such taxable period; provided, that if any Company Asset is sold or otherwise transferred prior to the Closing Date, then ad valorem Taxes pertaining to such property, asset or other right shall be attributed entirely to the Pre-Closing Period. 7.3.2 Except to the extent a reserve for Taxes is reflected on the Financial Statements, the Sellers shall be responsible for and pay and shall indemnify and hold harmless Purchaser and the Company with respect to (i) any and all Taxes imposed on any of the Company, or for which the Company is liable with respect to any periods ending on or before the Closing Date; provided, that in the case of any adjustment to any item of loss or expense for any such years, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation of the Company) including by reason of any increase in a net operating loss, the Sellers's obligations shall be limited to the amount of interest (computed at the appropriate statutory rates) and penalties actually paid to the appropriate taxing authorities by the Company as a result of such timing differences in the case of audit adjustments, or at a rate of eight percent (8%) per annum in the case of other adjustments, (ii) without duplication (subject to the same proviso), all Taxes arising out of a breach of the representations, warranties or covenants contained herein, (iii) any Tax liability resulting from any ongoing state audits that exceed, in th...

Allocation of Tax Liability. The allocation of Tax Liability between the Pre-Closing Tax Period and Post-Closing Tax Period comprising a Straddle Period shall be made as follows; provided that the following is set forth solely for the avoidance of doubt in interpreting Section 4.12: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Closing Tax Period or Post-Closing Tax Period included in the Straddle Period shall be determined by closing the books of the Company or the applicable Subsidiary as of the close of the Closing Date and by treating each of such Pre-Closing Tax Period and Post-Closing Tax Period as a separate taxable year; and (ii) in the case of Taxes imposed on a periodic basis and not based on income, gross receipts or specific transactions (such as real or personal property Taxes), the portion of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Period shall be equal to the product of such Taxes attributable to the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, and the denominator of which is the total number of days in such Straddle Period, and the amount of Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period.

Allocation of Tax Liability. (i) If the liability for Taxes for a Straddle Period is based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to the pre-Closing portion of such Straddle Period shall be an amount of Taxes determined by closing the books of the applicable member of the Company Group as of the close of business on the Closing Date. (ii) If the liability for Taxes for a Straddle Period is determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes attributable to the pre-Closing portion of such Straddle Period shall be equal to the amount of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in the Straddle Period.

Allocation of Tax Liability. For all purposes under this Agreement, in the case of any Tax for any Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the end of the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, payroll, sales or receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in such Straddle Period ending on the end of the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (y) in the case of any Tax based upon or related to income, payroll, sales or receipts be deemed equal to the amount which would be payable if such Straddle Period ended on the end of the Closing Date.

Allocation of Tax Liability. If the Partnership incurs a withholding tax or other tax obligation allocable to any Partner (including pursuant to any FATCA or BBA provision), then the General Partner, on behalf of the Partnership, shall (unless otherwise agreed by such Partner) withhold the appropriate portion of such Partner’s share of income, timely remit such amount to the applicable taxing authority, and the General Partner, without limitation of any other rights of the Partnership or the General Partner, may cause the amount of such obligation to be debited against the Capital Account of such Partner and treat such amounts as distributed at the time the obligation was paid. If the amount of such taxes is greater than such Capital Account balance, then such Partner and any successor to such Partner’s Interest must pay to the Partnership as a capital contribution to the Partnership, upon demand of the General Partner, the amount of such excess. The General Partner is not obligated to apply for or obtain a reduction of or exemption from withholding tax on behalf of any Partner that may be eligible for such reduction or exemption, but the General Partner will provide any assistance reasonably requested by a Limited Partner, at such Limited Partner’s cost, in connection with establishing any such reduction or exemption. Neither the Partnership nor the General Partner shall be liable for any excess amounts withheld (directly or indirectly) in respect of any Limited Partner, and, in the event of overwithholding, a Limited Partner’s sole recourse shall be to apply for a refund from the appropriate governmental authority. Each Limited Partner hereby agrees to indemnify and hold harmless the Partnership and the General Partner for any loss or liability with respect to withholding (including interest and penalties thereon) required to be made or made on behalf of or with respect to such Limited Partner.