Common use of Allocation of Taxes Clause in Contracts

Allocation of Taxes. The portion of any Taxes for a Straddle Period allocable to the portion of such Straddle Period ending on the Closing Date shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts, payroll or other similar levels of activities or (y) imposed in connection with any sale or other transfer or assignment of property, other than Transfer Taxes, the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the period ending with the Closing Date and the denominator of which is the number of calendar days in the entire period; provided that, for the avoidance of doubt, any Taxes incurred in connection with the Pre-Closing Reorganization, including Taxes incurred as a result of Sections 707, 704(c)(1)(B), 737 and Section 481(a) of the Code with respect to any transaction occurring prior to the Closing, shall be allocated to the portion of the Straddle Period ending on the Closing Date. For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Section 8.11(c), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. The parties agree that all items of income, gain, loss, deduction and credit allocable among the members of the Company for the taxable year that includes the Closing Date shall be allocated by taking into account the member’s varying interests during such taxable year in accordance with Section 706(d) of the Code using the “interim closing of the books” method.

Allocation of Taxes. (a) The parties hereto shall, to the extent permitted under applicable Law, elect with the relevant Tax Authority for all Tax purposes to treat the Closing Date as the last day of the taxable period of the Company and the Company Subsidiaries. Where not so permitted, the portion of any Taxes for a Straddle Period that are allocable to the portion Pre-Closing Portion of such the Straddle Period ending on the Closing Date shall be deemed to equal either (ix) in the case of Taxes that (x) are based upon or related to income or receipts, payroll or other similar levels of activities or (y) imposed in connection with any sale or other transfer or assignment of property, other than Transfer Taxes, the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including without regard to net income), deemed to be the amount of such Taxes of the entire period (or, in the case of such Taxes determined on an arrears basis, such as real property Taxes), the amount of such Taxes for the entire period immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending with Pre-Closing Portion of the Closing Date Straddle Period and the denominator of which is the number of or calendar days in the entire period; provided thatStraddle Period or (y) in all other cases, deemed equal to the amount that would be payable if the taxable period ended on and included the Closing Date. Any deferred items taken into income pursuant to Treasury Regulations Sections 1.1502-13 (or any predecessor or successor provisions thereof) and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19 (or any predecessor or successor provisions thereof) as a result of this transaction shall for the avoidance of doubt, any Taxes incurred in connection with these purposes be allocated to the Pre-Closing ReorganizationPeriod. (b) For purposes of this Agreement, including Taxes incurred as a result of Sections 707“Pre-Closing Portion” means, 704(c)(1)(B), 737 and Section 481(a) of the Code with respect to any transaction occurring prior to the ClosingStraddle Period, shall be allocated to the portion of the such Straddle Period ending that begins on the first day of such Straddle Period and ends on, and includes, the Closing Date. For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Section 8.11(c), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. The parties agree that all items of income, gain, loss, deduction and credit allocable among the members of the Company for the taxable year that includes the Closing Date shall be allocated by taking into account the member’s varying interests during such taxable year in accordance with Section 706(d) of the Code using the “interim closing of the books” method.

Allocation of Taxes. The Parties shall, to the extent permitted under applicable Legal Requirements, elect with the relevant Taxing Authority for all Tax purposes to treat the Closing Date as the last day of the taxable period of Royal ▇▇▇▇▇▇▇. Where not so permitted, the portion of any Taxes for a Straddle Period that are allocable to the portion Pre-Closing Portion of such the Straddle Period ending on the Closing Date shall be deemed to equal either (iA) in the case of Taxes that (x) are based upon or related to income or receipts, payroll or other similar levels of activities or (y) imposed in connection with any sale or other transfer or assignment of property, other than Transfer Taxes, the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including without regard to net income), deemed to be the amount of such Taxes of the entire period (or, in the case of such Taxes determined on an arrears basis, such as real property Taxes), the amount of such Taxes for the entire period immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending with Pre-Closing Portion of the Closing Date Straddle Period and the denominator of which is the number of or calendar days in the entire period; provided thatStraddle Period or (B) in all other cases, for deemed equal to the avoidance of doubtamount that would be payable if the taxable period ended on and included the Closing Date. In all other cases, any allocation required to determine any Taxes incurred in connection with attributable to the Pre-Closing Reorganization, including Taxes incurred as a result of Sections 707, 704(c)(1)(B), 737 and Section 481(a) Portion of the Code with respect to any transaction occurring prior Straddle Period shall be made by means of a closing of the books and records of Royal ▇▇▇▇▇▇▇ as of the close of business on the Closing Date, and, to the Closingextent not susceptible to such allocation, by apportionment on the basis of elapsed days, except that extraordinary items described in Treasury Regulations Section 1.1502-76(b)(2)(ii)(C) shall be allocated to the portion day they are taken into account. Any deferred items taken into income pursuant to Treasury Regulations Sections 1.1502-13 (or any predecessor or successor provisions thereof) and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19 (or any predecessor or successor provisions thereof) as a result of the Straddle Period ending on the Closing Date. For this transaction shall for these purposes of computing the Taxes attributable be allocated to the two portions of a taxable period pursuant to this Section 8.11(c), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etcPre-Closing Period.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. The parties agree that all items of income, gain, loss, deduction and credit allocable among the members of the Company for the taxable year that includes the Closing Date shall be allocated by taking into account the member’s varying interests during such taxable year in accordance with Section 706(d) of the Code using the “interim closing of the books” method.

Allocation of Taxes. The Parties shall, to the extent permitted under applicable Legal Requirements, elect with the relevant Taxing Authority for all Tax purposes to treat the Closing Date as the last day of the taxable period of Altama. Where not so permitted, the portion of any Taxes for a Straddle Period that are allocable to the portion Pre-Closing Portion of such the Straddle Period ending on the Closing Date shall be deemed to equal either (iA) in the case of Taxes that (x) are based upon or related to income or receipts, payroll or other similar levels of activities or (y) imposed in connection with any sale or other transfer or assignment of property, other than Transfer Taxes, the amount which would be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including without regard to net income), deemed to be the amount of such Taxes of the entire period (or, in the case of such Taxes determined on an arrears basis, such as real property Taxes), the amount of such Taxes for the entire period immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the period ending with Pre-Closing Portion of the Closing Date Straddle Period and the denominator of which is the number of or calendar days in the entire period; provided thatStraddle Period or (B) in all other cases, for deemed equal to the avoidance amount that would be payable if the taxable period ended on and included the Closing Date and shall be made by means of doubt, any Taxes incurred in connection with the Pre-Closing Reorganization, including Taxes incurred as a result of Sections 707, 704(c)(1)(B), 737 and Section 481(a) closing of the Code with respect to any transaction occurring prior books and records of Altama and its Subsidiaries as of the close of business on the Closing Date, and, to the Closingextent not susceptible to such allocation, by apportionment on the basis of elapsed days, except that extraordinary items described in Treasury Regulations Section 1.1502-76(b)(2)(ii)(C) shall be allocated to the portion day they are taken into account. Any deferred items taken into income pursuant to Treasury Regulations Sections 1.1502-13 (or any predecessor or successor provisions thereof) and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19 (or any predecessor or successor provisions thereof) as a result of the Straddle Period ending on the Closing Date. For this transaction shall for these purposes of computing the Taxes attributable be allocated to the two portions of a taxable period pursuant to this Section 8.11(c), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etcPre-Closing Period.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. The parties agree that all items of income, gain, loss, deduction and credit allocable among the members of the Company for the taxable year that includes the Closing Date shall be allocated by taking into account the member’s varying interests during such taxable year in accordance with Section 706(d) of the Code using the “interim closing of the books” method.

Allocation of Taxes. The Buyer and Seller agree that if the Company is permitted but not required under Applicable Laws to treat the Closing Date as the last day of a Tax period, Buyer and Seller shall so treat the Closing Date. Where such treatment is not permitted, in the case of Taxes that are payable with respect to a Tax period that begins before the Closing Date and ends after the Closing Date, the portion of any Taxes for a Straddle Period such Tax that is allocable to the portion of such Straddle Period the period ending on the Closing Date shall be deemed to equal shall: (ia) in the case of Taxes that are either (xi) are based upon or related to income or receipts, payroll or other similar levels receipts (including receipts of activities premiums) or (yii) imposed in connection with any sale or other transfer or assignment of propertyproperty (real or personal, other than Transfer Taxestangible or intangible), be deemed equal to the amount which that would be payable if the taxable year ended with on the Closing DateDate (except that (x) solely for purposes of determining the marginal Tax rate applicable to income or receipts during such period in a jurisdiction in which such Tax rate depends upon the amount or level of income or receipts, annualized income or receipts may be taken into account if appropriate for an equitable sharing of such Taxes and (iiy) exemptions, allowances and deductions that are otherwise calculated on an annual basis shall be apportioned on a daily basis); and (b) in the case of other Taxes not described in Section 8.2(a) that are imposed on a periodic basis (including property Taxes)and measured by the amount, value or level of any item, 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 fraction, the numerator of which is the number of calendar days in the period ending with on the Closing Date and the denominator of which is the number of calendar days in the entire period; provided that, for the avoidance of doubt, any Taxes incurred in connection with the Pre-Closing Reorganization, including Taxes incurred as a result of Sections 707, 704(c)(1)(B), 737 and Section 481(a) of the Code with respect to any transaction occurring prior to the Closing, shall be allocated to the portion of the Straddle Period ending on the Closing Date. For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Section 8.11(c), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. The parties agree that all items of income, gain, loss, deduction and credit allocable among the members of the Company for the taxable year that includes the Closing Date shall be allocated by taking into account the member’s varying interests during such taxable year in accordance with Section 706(d) of the Code using the “interim closing of the books” method.

Allocation of Taxes. The 10.7.1 With regard to Tax assessment periods beginning before the Cut-off Date and ending after the Cut-off Date, the portion of Taxes relating to the Royal KPN Period (“Royal KPN Taxes”) shall for purposes of this Clause 10 be determined as follows: (a) In the case of any Taxes for a Straddle Period allocable based upon or related to income, sales, gross receipts, wages, capital expenditures, expenses or any similar Tax base, the Royal KPN Tax shall be deemed equal to the portion of such Straddle Period ending amount that would be payable if the relevant Tax period and the relevant fiscal year ended on the Closing Cut-off Date; (b) without limiting the generality of clause 10.5.1(a), in the case of transfer Taxes other than VAT (such as real estate transfer tax, stamp duty), any amounts attributable to business transactions (Geschäftsvorfälle) that occur or are deemed to have occurred for tax purposes on or prior to the Cut-off Date shall be deemed to equal a Royal KPN Tax; (ic) in the case of Taxes that (x) are other than Taxes based upon or related to income or income, sales, transfers, gross receipts, payroll wages, capital expenditures, expenses or other any similar levels of activities or (y) imposed in connection with any sale or other transfer or assignment of propertyTax base, other than Transfer Taxes, the amount which would such portion shall be payable if the taxable year ended with the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), deemed to be the amount of such Taxes Tax for the entire Tax period multiplied by a fraction fraction, the denominator of which is the number of days of the entire Tax period and the numerator of which is the number of calendar days in the period ending with the Closing Date and the denominator of which is the number of calendar days in the entire period; provided that, for the avoidance of doubt, any Taxes incurred in connection with the Pre-Closing Reorganization, including Taxes incurred as a result of Sections 707, 704(c)(1)(B), 737 and Section 481(a) of the Code with respect to any transaction occurring prior to the Closing, shall be allocated to the portion of the Straddle Period such period ending on (and including) the Closing Cut-off Date. For purposes of computing the Taxes attributable . 10.7.2 As far as complying with applicable law and accounting standards, all determinations necessary to give effect to the two portions of a taxable period pursuant to allocations under this Section 8.11(c), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) clause 10.7 shall be allocated between the two portions made in a manner consistent with past practice of the period in proportion to the number of days in each portion. The parties agree that all items of income, gain, loss, deduction and credit allocable among the members of the Company for the taxable year that includes the Closing Date shall be allocated by taking into account the member’s varying interests during such taxable year in accordance with Section 706(d) of the Code using the “interim closing of the books” methodrespective E-Plus Group entity.