Common use of Allocation of Taxes Clause in Contracts

Allocation of Taxes. (a) Seller shall be responsible for and shall indemnify Purchaser against all taxes arising by reason of or attributable to the Transferred Assets, or their use, operation, and transactions with respect thereto during or with respect to the Pre-Closing Period. (b) Purchaser shall be responsible for and shall indemnify Seller against all taxes arising by reason of or attributable to the Transferred Assets, or their use, operation, and transactions with respect thereto 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 some portion of the 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 Pre-Closing Period, and Purchaser shall be liable for the proportionate amount of such taxes that are attributable to the Post-Closing Period. (d) 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 borne by the Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposed.

Allocation of Taxes. (a) Seller shall be responsible All ad valorem real property taxes, personal property taxes, fees or assessments for and shall indemnify Purchaser against all taxes arising by reason of or attributable to the Transferred Assets, or their use, operation, and transactions with respect thereto during or calendar year 2014 due with respect to the Pre-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 PeriodDate 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) Purchaser Sellers shall be responsible for and shall indemnify Seller against all taxes arising any sales, use, excise, environmental, custom or other like tax, duty, fee or assessment or charge imposed by reason of or attributable a Governmental Authority that is associated with the Purchased Assets prior to the Transferred Assets, or their use, operation, and transactions with respect thereto during or with respect to the Post-Closing PeriodEffective Time. (c) All personal property Sellers shall be entitled to any refunds or credits of taxes and similar ad valorem obligations levied paid with respect to the Transferred Purchased Assets for a taxable period that includes some portion of to the 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 extent attributable to the Pre-Closing Period, and Purchaser period prior to the Effective Time. Buyer shall be liable for entitled to any refunds or credits of taxes paid with respect to the proportionate amount of such taxes that are Purchased Assets to the extent attributable to the Post-Closing Periodperiod after the Effective Time. (d) All taxes relating toSellers shall be responsible for the preparation and filing of any tax returns, resulting 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 arising out omit to take any action outside of the transfer ordinary course of Seller’s assets to Purchaser as contemplated business or in this Agreement (other than sales a manner inconsistent with past practice if such action or transfer taxes which shall be borne by omission could have the Purchaser) shall be borne by the Party on whom effect of increasing the tax is imposed by the relevant tax office or agency of liability relating to any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility Purchased Assets, Buyer or any of paying the capital gains tax imposedBuyer’s Affiliates, unless required by applicable Laws and Regulations.

Allocation of Taxes. (a) Seller shall be responsible for and shall indemnify Purchaser against all taxes arising by reason of or attributable to the Transferred Assets, the Business, or their useits operations, operationproperties, activities and transactions with respect thereto during or with respect to the Pre-Closing Period. Seller shall indemnify Purchaser against any tax demands, tax penalties or 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 reason of or attributable to the Transferred Assets, the Business or their useits operations, operationproperties, activities and transactions with respect thereto 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 some portion of (but does not end on) the Pre-Closing Period and some potion of the Post-Closing Period Date shall be apportioned between Purchaser and Seller as of the Closing Date 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 Pre-Closing Period, and Purchaser shall be liable for the proportionate amount of such taxes that are attributable to the Post-Closing Period. (d) 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 borne by the Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposed.

Allocation of Taxes. For purposes of this Agreement: (a) Seller In the case of any gross receipts, income, or similar Taxes that are payable with respect to a Straddle Period, the portion of such Taxes allocable to (A) the Pre-Closing Tax Period, and (B) the portion of the Straddle Period beginning on the day next succeeding the Closing Date shall be responsible for determined on the basis of a deemed closing at the end of the Closing Date of the books and shall indemnify Purchaser against all taxes arising by reason records of or attributable to Network. (b) In the Transferred Assetscase of any Taxes (other than gross receipts, income, or their use, operation, and transactions similar Taxes) that are payable with respect thereto during or with respect to a Straddle Period, the portion of such Taxes allocable to the Pre-Closing Tax Period shall be equal to the product of all such Taxes multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the commencement of the Straddle Period through and including the Closing Date and the denominator of which is 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 prior to the Closing Date (bin which case Parent shall be entitled to reimbursement from the Escrow Fund for such Taxes if such Tax liability was not reflected in the calculation of Final Closing Working Capital pursuant to Section 2.06 hereof) Purchaser or occurring after the Closing Date (in which case, Parent or the Surviving Corporation shall be responsible for and shall indemnify Seller against all taxes arising by reason of or attributable to the Transferred Assets, or their use, operation, and transactions with respect thereto during or with respect to the Post-Closing Periodany Taxes related thereto). (c) All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes some portion of the 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 Pre-Closing Period, and Purchaser shall be liable for the proportionate amount of such taxes that are attributable to the Post-Closing Period. (d) 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 borne by the Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposed.

Allocation of Taxes. (a) Seller and Parent shall be responsible, jointly and severally, for all taxes arising by reason of or attributable to the Transferred Assets, the Business, or its operations, properties, activities and transactions during or with respect to the Pre-Closing Period. Seller and Parent shall indemnify, jointly and severally, Purchaser against any tax demands, tax penalties or 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 Purchaser Seller and Parent against all taxes arising by reason of or attributable to the Transferred Assets, the Business or their useits operations, operationproperties, activities and transactions with respect thereto during or with respect to the Pre-Closing Period. (b) Purchaser shall be responsible for and shall indemnify Seller against all taxes arising by reason of or attributable to the Transferred Assets, or their use, operation, and transactions with respect thereto 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 some portion of (but does not end on) the Pre-Closing Period and some potion of the Post-Closing Period Date shall be apportioned between (a) Purchaser and (b) Seller and Parent as of the Closing Date 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 and Parent shall be liable liable, jointly and severally, for the proportionate amount of such taxes that are attributable to the Pre-Closing Period, and Purchaser shall be liable for the proportionate amount of such taxes that are attributable to the Post-Closing Period. (d) 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 borne by the Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence sentence, Seller shall bear the responsibility of paying the capital gains tax imposed.

Allocation of Taxes. (a) The Seller and the Purchaser shall be responsible for reasonably cooperate, and shall indemnify Purchaser against all taxes arising by reason cause their respective Affiliates and representatives reasonably to cooperate, in the preparation and filing of or attributable to the Transferred Assets, or their use, operation, Tax Returns and transactions with respect thereto during or resolution of disputes and audits with respect to Taxes relating to the Pre-Closing PeriodPurchased Assets, including (i) by maintaining and making available to 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 Tax audit or other Tax proceeding in respect of which another party or any of its Affiliates may have a liability. (b) Purchaser shall be responsible for and shall indemnify Seller against all taxes arising by reason of or attributable to the Transferred AssetsAll real property Taxes, or their use, operation, and transactions with respect thereto during or with respect to the Post-Closing Period. (c) All personal property taxes Taxes and similar ad valorem Tax obligations levied with respect to the Transferred Business or, the Purchased Assets for a taxable period that includes some portion (but does not end on) the date of the Pre-Closing Period and some potion of the Post-Closing Period shall be apportioned between Seller and Purchaser and Seller as of the Closing based on the number of days of such taxable period included in ending on and including the applicable date of the Closing Date (the “Pre-Closing Period Tax Period”) and the number of days of such taxable period included in after the Closing Date (with respect to any such taxable period, the “Post-Closing Tax Period”). The Seller shall be liable for the proportionate amount of such taxes Taxes that are is attributable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount of such taxes Taxes that are is attributable to the Post-Closing Tax Period. (d) All taxes . Upon receipt of any ▇▇▇▇ for real or personal property and similar ad valorem Taxes relating toto the Business, 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 borne by Purchased Assets, the Seller and the Purchaser) shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposed.as applicable, shall