Common use of Allocation of Taxes Clause in Contracts

Allocation of Taxes. (a) All ad valorem real property taxes, personal property taxes, fees or assessments for the calendar year 2014 due with respect to the Purchased Assets or payable by Sellers pursuant to the terms of any Rights of Way or Contracts shall be prorated between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date on a calendar year basis, using the calendar year 2013 tax rates and assessments by the appropriate Governmental Authority; provided, however, that, if the taxes for 2014 are thereafter determined to be more or less than the taxes for 2013 (after any appeal of the assessed valuation thereof is concluded), Buyer and Sellers promptly shall adjust the proration of such taxes based on actual taxes paid with respect to 2014, and Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment. The portion of such taxes allocable to the portion of calendar year 2014 ending on the Effective Time shall be deemed to be (A) the amount of such taxes for the entire period multiplied by (B) a fraction, the numerator of which is the number of calendar days in the portion of calendar year 2014 ending on the Effective Time and the denominator of which is 365. All special taxes or assessments prior to the end of 2014 shall be prorated as set forth above. If any Party shall pay such taxes for which it is entitled to be reimbursed because of such proration, the other Party responsible therefor shall promptly reimburse the party so paying upon notice of the amount paid by such Party. (b) Sellers shall be responsible for any sales, use, excise, environmental, custom or other like tax, duty, fee or assessment or charge imposed by a Governmental Authority that is associated with the Purchased Assets prior to the Effective Time. (c) Sellers shall be entitled to any refunds or credits of taxes paid with respect to the Purchased Assets to the extent attributable to the period prior to the Effective Time. Buyer shall be entitled to any refunds or credits of taxes paid with respect to the Purchased Assets to the extent attributable to the period after the Effective Time. (d) Sellers shall be responsible for the preparation and filing of any tax returns, consistent with past practice, and the payment of any tax required to be paid in connection therewith related to Sellers that are required to be filed for taxable periods ending prior to or on the Closing Date. Buyer shall be responsible for the preparation and filing of all tax returns and the payment of any tax required to be paid in connection therewith related to Buyer that are required to be filed for taxable periods ending after the Closing Date. (e) Each Party shall be responsible for its own income taxes, if any, which may result from the transactions contemplated by this Agreement. (f) No Seller shall take or omit to take any action outside of the ordinary course of business or in a manner inconsistent with past practice if such action or omission could have the effect of increasing the tax liability relating to any of the Purchased Assets, Buyer or any of Buyer’s Affiliates, unless required by applicable Laws and Regulations.

Allocation of Taxes. (a) All ad valorem real property taxesSeller shall be responsible for and shall indemnify Purchaser against all taxes arising by reason of or attributable to the Transferred Assets, personal property taxesor their use, fees operation, and transactions with respect thereto during or assessments for the calendar year 2014 due with respect to the Purchased Assets or payable by Sellers pursuant to the terms of any Rights of Way or Contracts shall be prorated between Sellers, on the one hand, and Buyer, on the other hand, as of the Pre-Closing Date on a calendar year basis, using the calendar year 2013 tax rates and assessments by the appropriate Governmental Authority; provided, however, that, if the taxes for 2014 are thereafter determined to be more or less than the taxes for 2013 (after any appeal of the assessed valuation thereof is concluded), Buyer and Sellers promptly shall adjust the proration of such taxes based on actual taxes paid with respect to 2014, and Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment. The portion of such taxes allocable to the portion of calendar year 2014 ending on the Effective Time shall be deemed to be (A) the amount of such taxes for the entire period multiplied by (B) a fraction, the numerator of which is the number of calendar days in the portion of calendar year 2014 ending on the Effective Time and the denominator of which is 365. All special taxes or assessments prior to the end of 2014 shall be prorated as set forth above. If any Party shall pay such taxes for which it is entitled to be reimbursed because of such proration, the other Party responsible therefor shall promptly reimburse the party so paying upon notice of the amount paid by such PartyPeriod. (b) Sellers Purchaser shall be responsible for any salesand shall indemnify Seller against all taxes arising by reason of or attributable to the Transferred Assets, or their use, exciseoperation, environmental, custom and transactions with respect thereto during or other like tax, duty, fee or assessment or charge imposed by a Governmental Authority that is associated with the Purchased Assets prior respect to the Effective TimePost-Closing Period. (c) Sellers shall be entitled to any refunds or credits of All personal property taxes paid and similar ad valorem obligations levied with respect to the Purchased Transferred Assets to for a taxable period that includes some portion of the extent Pre-Closing Period and some potion of the Post-Closing Period shall be apportioned between Purchaser and Seller based on the number of days of such taxable period included in the applicable Pre-Closing Period and the number of days of such taxable period included in the Post-Closing Period. Seller shall be liable for the proportionate amount of such taxes that are attributable to the period prior to the Effective Time. Buyer Pre-Closing Period, and Purchaser shall be entitled to any refunds or credits liable for the proportionate amount of such taxes paid with respect to the Purchased Assets to the extent that are attributable to the period after the Effective TimePost-Closing Period. (d) Sellers All taxes relating to, resulting from or arising out of the transfer of Seller’s assets to Purchaser as contemplated in this Agreement (other than sales or transfer taxes which shall be responsible for borne by the preparation and filing Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any tax returns, consistent with past practicegovernmental unit, and the payment of any tax required each Party covenants and agrees to be paid in connection therewith related to Sellers that are required to be filed for taxable periods ending pay such taxes prior to or on delinquency. As illustrative and not exhaustive examples of the Closing Date. Buyer shall be responsible for the preparation and filing of all tax returns and the payment of any tax required to be paid in connection therewith related to Buyer that are required to be filed for taxable periods ending after the Closing Date. (e) Each Party shall be responsible for its own income taxes, if any, which may result from the transactions contemplated by this Agreement. (f) No preceding sentence Seller shall take or omit to take any action outside bear the responsibility of paying the ordinary course of business or in a manner inconsistent with past practice if such action or omission could have the effect of increasing the capital gains tax liability relating to any of the Purchased Assets, Buyer or any of Buyer’s Affiliates, unless required by applicable Laws and Regulationsimposed.

Allocation of Taxes. (a) All ad valorem real property taxesThe Seller and the Purchaser shall reasonably cooperate, personal property taxesand shall cause their respective Affiliates and representatives reasonably to cooperate, fees or assessments for in the calendar year 2014 due preparation and filing of Tax Returns and resolution of disputes and audits with respect to Taxes relating to the Purchased Assets or payable Assets, including (i) by Sellers pursuant maintaining and making available to the terms each other books and records and relevant correspondence with any Governmental Body in connection with such Taxes and (ii) by promptly informing each other of notice of any Rights of Way Tax audit or Contracts shall be prorated between Sellers, on the one hand, and Buyer, on the other hand, as of the Closing Date on a calendar year basis, using the calendar year 2013 tax rates and assessments by the appropriate Governmental Authority; provided, however, that, if the taxes for 2014 are thereafter determined to be more or less than the taxes for 2013 (after any appeal of the assessed valuation thereof is concluded), Buyer and Sellers promptly shall adjust the proration of such taxes based on actual taxes paid with Tax proceeding in respect to 2014, and Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment. The portion of such taxes allocable to the portion of calendar year 2014 ending on the Effective Time shall be deemed to be (A) the amount of such taxes for the entire period multiplied by (B) a fraction, the numerator of which is the number another party or any of calendar days in the portion of calendar year 2014 ending on the Effective Time and the denominator of which is 365. All special taxes or assessments prior to the end of 2014 shall be prorated as set forth above. If any Party shall pay such taxes for which it is entitled to be reimbursed because of such proration, the other Party responsible therefor shall promptly reimburse the party so paying upon notice of the amount paid by such Partyits Affiliates may have a liability. (b) Sellers shall be responsible for any salesAll real property Taxes, use, excise, environmental, custom or other like tax, duty, fee or assessment or charge imposed by a Governmental Authority that is associated with the Purchased Assets prior to the Effective Time. (c) Sellers shall be entitled to any refunds or credits of taxes paid personal property Taxes and similar ad valorem Tax obligations levied with respect to the Business or, the Purchased Assets for a taxable period that includes (but does not end on) the date of the Closing shall be apportioned between Seller and Purchaser as of the Closing based on the number of days of such taxable period ending on and including the date of the Closing Date (the “Pre-Closing Tax Period”) and the number of days of such taxable period after the Closing Date (with respect to any such taxable period, the extent “Post-Closing Tax Period”). The Seller shall be liable for the proportionate amount of such Taxes that is attributable to the period prior to Pre-Closing Tax Period, and the Effective Time. Buyer Purchaser shall be entitled to any refunds or credits liable for the proportionate amount of taxes paid with respect to the Purchased Assets to the extent such Taxes that is attributable to the period after the Effective Time. (d) Sellers shall be responsible for the preparation and filing Post-Closing Tax Period. Upon receipt of any tax returns, consistent with past practice, ▇▇▇▇ for real or personal property and the payment of any tax required to be paid in connection therewith related to Sellers that are required to be filed for taxable periods ending prior to or on the Closing Date. Buyer shall be responsible for the preparation and filing of all tax returns and the payment of any tax required to be paid in connection therewith related to Buyer that are required to be filed for taxable periods ending after the Closing Date. (e) Each Party shall be responsible for its own income taxes, if any, which may result from the transactions contemplated by this Agreement. (f) No Seller shall take or omit to take any action outside of the ordinary course of business or in a manner inconsistent with past practice if such action or omission could have the effect of increasing the tax liability similar ad valorem Taxes relating to any of the Business, or the Purchased Assets, Buyer or any of Buyer’s Affiliatesthe Seller and the Purchaser, unless required by applicable Laws and Regulations.as applicable, shall

Allocation of Taxes. For purposes of this Agreement: (a) All ad valorem real property taxesIn the case of any gross receipts, personal property taxesincome, fees or assessments for the calendar year 2014 due similar Taxes that are payable with respect to a Straddle Period, the Purchased Assets or payable by Sellers pursuant portion of such Taxes allocable to (A) the terms Pre-Closing Tax Period, and (B) the portion of any Rights of Way or Contracts the Straddle Period beginning on the day next succeeding the Closing Date shall be prorated between Sellers, determined on the one hand, and Buyer, on basis of a deemed closing at the other hand, as end of the Closing Date on a calendar year basis, using the calendar year 2013 tax rates and assessments by the appropriate Governmental Authority; provided, however, that, if the taxes for 2014 are thereafter determined to be more or less than the taxes for 2013 (after any appeal of the assessed valuation thereof is concluded)books and records of Network. (b) In the case of any Taxes (other than gross receipts, Buyer and Sellers promptly shall adjust the proration of such taxes based on actual taxes paid income, or similar Taxes) that are payable with respect to 2014a Straddle Period, and Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment. The portion of such taxes Taxes allocable to the portion of calendar year 2014 ending on the Effective Time Pre-Closing Tax Period shall be deemed equal to be (A) the amount product of all such taxes for the entire period Taxes multiplied by (B) a fraction, the numerator of which is the number of calendar days in the portion Straddle Period from the commencement of calendar year 2014 ending on the Effective Time Straddle Period through and including the Closing Date and the denominator of which is 365. All special taxes the number of days in the entire Straddle Period; provided, however, that appropriate adjustments shall be made to reflect specific events that can be identified and specifically allocated as occurring on or assessments prior to the end of 2014 Closing Date (in which case Parent shall be prorated as set forth above. If any Party shall pay such taxes for which it is entitled to be reimbursed because reimbursement from the Escrow Fund for such Taxes if such Tax liability was not reflected in the calculation of such prorationFinal Closing Working Capital pursuant to Section 2.06 hereof) or occurring after the Closing Date (in which case, Parent or the other Party responsible therefor shall promptly reimburse the party so paying upon notice of the amount paid by such Party. (b) Sellers Surviving Corporation shall be responsible for any sales, use, excise, environmental, custom or other like tax, duty, fee or assessment or charge imposed by a Governmental Authority that is associated with the Purchased Assets prior to the Effective TimeTaxes related thereto). (c) Sellers shall be entitled to any refunds or credits of taxes paid with respect to the Purchased Assets to the extent attributable to the period prior to the Effective Time. Buyer shall be entitled to any refunds or credits of taxes paid with respect to the Purchased Assets to the extent attributable to the period after the Effective Time. (d) Sellers shall be responsible for the preparation and filing of any tax returns, consistent with past practice, and the payment of any tax required to be paid in connection therewith related to Sellers that are required to be filed for taxable periods ending prior to or on the Closing Date. Buyer shall be responsible for the preparation and filing of all tax returns and the payment of any tax required to be paid in connection therewith related to Buyer that are required to be filed for taxable periods ending after the Closing Date. (e) Each Party shall be responsible for its own income taxes, if any, which may result from the transactions contemplated by this Agreement. (f) No Seller shall take or omit to take any action outside of the ordinary course of business or in a manner inconsistent with past practice if such action or omission could have the effect of increasing the tax liability relating to any of the Purchased Assets, Buyer or any of Buyer’s Affiliates, unless required by applicable Laws and Regulations.

Allocation of Taxes. (a) All ad valorem real property taxesSeller shall be responsible for all taxes arising by reason of or attributable to the Transferred Assets, personal property taxesthe Business, fees or assessments for the calendar year 2014 due its operations, properties, activities and transactions during or with respect to the Purchased Assets Pre-Closing Period. Seller shall indemnify Purchaser against any tax demands, tax penalties or payable interest on arrears in the event that such debit items are charged after the Closing Date as a result of events prior to that date. (b) Purchaser shall be responsible for and shall indemnify Seller against all taxes arising by Sellers pursuant reason of or attributable to the terms of any Rights of Way Transferred Assets, the Business or Contracts its operations, properties, activities and transactions during or with respect to the Post-Closing Period. (c) All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be prorated apportioned between Sellers, on the one hand, Purchaser and Buyer, on the other hand, Seller as of the Closing Date based on a calendar year basis, using the calendar year 2013 tax rates and assessments by the appropriate Governmental Authority; provided, however, that, if the taxes for 2014 are thereafter determined to be more or less than the taxes for 2013 (after any appeal number of the assessed valuation thereof is concluded), Buyer and Sellers promptly shall adjust the proration days of such taxes based on actual taxes paid with respect to 2014, taxable period included in the Pre-Closing Period and Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result number of days of such adjustmenttaxable period included in the Post-Closing Period. The portion of such taxes allocable to the portion of calendar year 2014 ending on the Effective Time Seller shall be deemed to be (A) liable for the proportionate amount of such taxes for the entire period multiplied by (B) a fraction, the numerator of which is the number of calendar days in the portion of calendar year 2014 ending on the Effective Time and the denominator of which is 365. All special taxes or assessments prior to the end of 2014 shall be prorated as set forth above. If any Party shall pay such taxes for which it is entitled to be reimbursed because of such proration, the other Party responsible therefor shall promptly reimburse the party so paying upon notice of the amount paid by such Party. (b) Sellers shall be responsible for any sales, use, excise, environmental, custom or other like tax, duty, fee or assessment or charge imposed by a Governmental Authority that is associated with the Purchased Assets prior to the Effective Time. (c) Sellers shall be entitled to any refunds or credits of taxes paid with respect to the Purchased Assets to the extent are attributable to the period prior to the Effective Time. Buyer Pre-Closing Period, and Purchaser shall be entitled to any refunds or credits liable for the proportionate amount of such taxes paid with respect to the Purchased Assets to the extent that are attributable to the period after the Effective TimePost-Closing Period. (d) Sellers All taxes relating to, resulting from or arising out of the transfer of Seller’s assets to Purchaser as contemplated in this Agreement shall be responsible for borne by the preparation and filing Party on whom the tax is imposed by the relevant tax office or agency of any tax returns, consistent with past practicegovernmental unit, and the payment of any tax required each Party covenants and agrees to be paid in connection therewith related to Sellers that are required to be filed for taxable periods ending pay such taxes prior to or on delinquency. As illustrative and not exhaustive examples of the Closing Date. Buyer shall be responsible for the preparation and filing of all tax returns and the payment of any tax required to be paid in connection therewith related to Buyer that are required to be filed for taxable periods ending after the Closing Date. (e) Each Party shall be responsible for its own income taxes, if any, which may result from the transactions contemplated by this Agreement. (f) No preceding sentence Seller shall take or omit to take any action outside bear the responsibility of paying the ordinary course of business or in a manner inconsistent with past practice if such action or omission could have the effect of increasing the capital gains tax liability relating to any of the Purchased Assets, Buyer or any of Buyer’s Affiliates, unless required by applicable Laws and Regulationsimposed.

Allocation of Taxes. (a) All ad valorem real property taxesFor purposes of this Agreement, personal property taxes, fees or assessments for in the calendar year 2014 due with respect to the Purchased Assets or payable by Sellers pursuant to the terms case of any Rights of Way taxable year or Contracts shall be prorated between Sellers, on the one hand, and Buyer, on the other hand, as of period beginning before the Closing Date and ending on a calendar year basis, using or after the calendar year 2013 tax rates and assessments by the appropriate Governmental Authority; provided, however, that, if the taxes for 2014 are thereafter determined to be more or less than the taxes for 2013 Closing Date (after any appeal of the assessed valuation thereof is concluded“Straddle Period”), Buyer and Sellers promptly shall adjust the proration of such taxes based on actual taxes paid with respect to 2014, and Sellers or Buyer, as the case may be, shall pay property Taxes relating to the other any amount required as a result of such adjustment. The portion of such taxes Acquired Assets allocable to the portion of calendar year 2014 ending on the Effective Time Pre-Closing Period shall be deemed equal to be (A) the amount of such taxes property Taxes for the entire period Straddle Period multiplied by (B) a fraction, the numerator of which is the number of calendar days in during the portion of calendar year 2014 ending on Straddle Period that fall within the Effective Time Pre-Closing Period and the denominator of which is 365the number of days in the entire Straddle Period. All special taxes For purposes of this Agreement, “Pre-Closing Period” means any taxable period (or assessments prior to portion thereof) ending before the end of 2014 shall be prorated as set forth above. If any Party shall pay such taxes for which it is entitled to be reimbursed because of such proration, Closing Date and the other Party responsible therefor shall promptly reimburse the party so paying upon notice of the amount paid by such Party. (b) Sellers shall be responsible for any sales, use, excise, environmental, custom or other like tax, duty, fee or assessment or charge imposed by a Governmental Authority that is associated with the Purchased Assets prior to the Effective Time. (c) Sellers shall be entitled to any refunds or credits of taxes paid with respect to the Purchased Assets to the extent attributable to the period prior to the Effective Time. Buyer shall be entitled to any refunds or credits of taxes paid with respect to the Purchased Assets to the extent attributable to the period after the Effective Time. (d) Sellers shall be responsible for the preparation and filing portion of any tax returns, consistent with past practice, and Straddle Period ending on the payment of any tax required to be paid in connection therewith related to Sellers that are required to be filed for taxable periods ending prior to or on day before the Closing Date. Buyer Tax Returns relating to Taxes imposed on the Acquired Assets for any Straddle Period shall be filed by Purchaser. Prior to the Closing, the parties shall work together in good faith to estimate the Taxes for which Sellers are responsible pursuant to this Section 6.3(c) (the amount so determined, the “Tax Amount”). To the extent that the Taxes for which Sellers are responsible pursuant to this Section 6.3(c) exceed the Tax Amount and are paid or payable by Purchaser (any such amount, the “Excess Tax Amount”), Sellers shall remit the Excess Tax Amount to Purchaser within ten (10) Business Days of the date Purchaser provides notice to Sellers that such amounts have been paid or are due and payable. Purchaser and each Seller agree to provide the other parties with such information and assistance as is reasonably necessary for the preparation and filing of all tax returns and the payment of any tax required to be paid Tax Returns or for the defense of any Tax claim or assessment, whether in connection therewith related to Buyer that are required to be filed for taxable periods ending after the Closing Datewith an audit or otherwise. (e) Each Party shall be responsible for its own income taxes, if any, which may result from the transactions contemplated by this Agreement. (f) No Seller shall take or omit to take any action outside of the ordinary course of business or in a manner inconsistent with past practice if such action or omission could have the effect of increasing the tax liability relating to any of the Purchased Assets, Buyer or any of Buyer’s Affiliates, unless required by applicable Laws and Regulations.

Allocation of Taxes. (a) All ad valorem real property taxesSeller and Parent shall be responsible, personal property taxesjointly and severally, fees for all taxes arising by reason of or assessments for attributable to the calendar year 2014 due Transferred Assets, the Business, or its operations, properties, activities and transactions during or with respect to the Purchased Assets Pre-Closing Period. Seller and Parent shall indemnify, jointly and severally, Purchaser against any tax demands, tax penalties or payable interest on arrears in the event that such debit items are charged after the Closing Date as a result of events prior to that date. Seller shall be relieved of its responsibility to indemnify Purchaser against such taxes under this Section 14.2(a) if Purchaser does not give Seller notice of the tax liability assessed against Purchaser within three months after the tax authority or agency, or governmental or judicial body has issued a final, binding tax assessment against Purchaser. (b) Purchaser shall be responsible for and shall indemnify Seller and Parent against all taxes arising by Sellers pursuant reason of or attributable to the terms of any Rights of Way Transferred Assets, the Business or Contracts its operations, properties, activities and transactions during or with respect to the Post-Closing Period. (c) All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be prorated apportioned between Sellers, on the one hand, (a) Purchaser and Buyer, on the other hand, (b) Seller and Parent as of the Closing Date based on a calendar year basis, using the calendar year 2013 tax rates and assessments by the appropriate Governmental Authority; provided, however, that, if the taxes for 2014 are thereafter determined to be more or less than the taxes for 2013 (after any appeal number of the assessed valuation thereof is concluded), Buyer and Sellers promptly shall adjust the proration days of such taxes based on actual taxes paid with respect to 2014, taxable period included in the Pre-Closing Period and Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result number of days of such adjustmenttaxable period included in the Post-Closing Period. The portion of such taxes allocable to the portion of calendar year 2014 ending on the Effective Time Seller and Parent shall be deemed to be (A) liable, jointly and severally, for the proportionate amount of such taxes for the entire period multiplied by (B) a fraction, the numerator of which is the number of calendar days in the portion of calendar year 2014 ending on the Effective Time and the denominator of which is 365. All special taxes or assessments prior to the end of 2014 shall be prorated as set forth above. If any Party shall pay such taxes for which it is entitled to be reimbursed because of such proration, the other Party responsible therefor shall promptly reimburse the party so paying upon notice of the amount paid by such Party. (b) Sellers shall be responsible for any sales, use, excise, environmental, custom or other like tax, duty, fee or assessment or charge imposed by a Governmental Authority that is associated with the Purchased Assets prior to the Effective Time. (c) Sellers shall be entitled to any refunds or credits of taxes paid with respect to the Purchased Assets to the extent are attributable to the period prior to the Effective Time. Buyer Pre-Closing Period, and Purchaser shall be entitled to any refunds or credits liable for the proportionate amount of such taxes paid with respect to the Purchased Assets to the extent that are attributable to the period after the Effective TimePost-Closing Period. (d) Sellers All taxes relating to, resulting from or arising out of the transfer of Seller’s assets to Purchaser as contemplated in this Agreement shall be responsible for borne by the preparation and filing Party on whom the tax is imposed by the relevant tax office or agency of any tax returnsgovernmental unit. As illustrative and not exhaustive examples of the preceding sentence, consistent with past practice, and the payment of any tax required to be paid in connection therewith related to Sellers that are required to be filed for taxable periods ending prior to or on the Closing Date. Buyer shall be responsible for the preparation and filing of all tax returns and the payment of any tax required to be paid in connection therewith related to Buyer that are required to be filed for taxable periods ending after the Closing Date. (e) Each Party shall be responsible for its own income taxes, if any, which may result from the transactions contemplated by this Agreement. (f) No Seller shall take or omit to take any action outside bear the responsibility of paying the ordinary course of business or in a manner inconsistent with past practice if such action or omission could have the effect of increasing the capital gains tax liability relating to any of the Purchased Assets, Buyer or any of Buyer’s Affiliates, unless required by applicable Laws and Regulationsimposed.