Common use of Allocation of Taxes Clause in Contracts

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 that are allocable to the Pre-Closing Portion of the Straddle Period shall be either (x) in the case of Taxes that are imposed on a periodic basis (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 immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Pre-Closing Portion of the Straddle Period and the denominator of which is the number or calendar days in the entire Straddle 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 these purposes be allocated to the Pre-Closing Period. (b) For purposes of this Agreement, “Pre-Closing Portion” means, with respect to any Straddle Period, the portion of such Straddle Period that begins on the first day of such Straddle Period and ends on, and includes, the Closing Date.

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 that are for a Straddle Period allocable to the Pre-Closing Portion portion of the such Straddle Period ending on the Closing Date shall be either deemed to equal (xi) 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 (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 including property Taxes), the amount of such Taxes for the immediately preceding period) entire period multiplied by a fraction the numerator of which is the number of calendar days in the Pre-period ending with the Closing Portion of the Straddle Period Date and the denominator of which is the number or 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 or (y) in all other cases, deemed equal to the amount that would be payable if the taxable period ended ending 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 these purposes be allocated to the Pre-Closing Period. (b) For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Agreement, “Pre-Closing Portion” means, with respect to any Straddle PeriodSection 8.11(c), the portion amount of such Straddle Period any item that begins on the first day of such Straddle Period and ends on, and includesis 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 DateDate 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 Parties shall, to the extent permitted under applicable LawLegal Requirements, elect with the relevant Tax Taxing Authority for all Tax purposes to treat the Closing Date as the last day of the taxable period of the Company and the Company SubsidiariesAltama. Where not so permitted, the portion of any Taxes that are allocable to the Pre-Closing Portion of the Straddle Period shall be either (xA) in the case of Taxes that are imposed on a periodic basis (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 immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Pre-Closing Portion of the Straddle Period and the denominator of which is the number or calendar days in the entire Straddle Period or (yB) in all other cases, deemed equal to the amount that would be payable if the taxable period ended on and included the Closing Date and shall be made by means of a closing of the books and records of Altama and its Subsidiaries as of the close of business on the Closing Date, and, to the extent 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 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 this transaction shall for these purposes be allocated to the Pre-Closing Period. (b) For purposes of this Agreement, “Pre-Closing Portion” means, with respect to any Straddle Period, the portion of such Straddle Period that begins on the first day of such Straddle Period and ends on, and includes, the Closing Date.

Allocation of Taxes. (a) The parties hereto Parties shall, to the extent permitted under applicable LawLegal Requirements, elect with the relevant Tax Taxing Authority for all Tax purposes to treat the Closing Date as the last day of the taxable period of the Company and the Company SubsidiariesRoyal ▇▇▇▇▇▇▇. Where not so permitted, the portion of any Taxes that are allocable to the Pre-Closing Portion of the Straddle Period shall be either (xA) in the case of Taxes that are imposed on a periodic basis (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 immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Pre-Closing Portion of the Straddle Period and the denominator of which is the number or calendar days in the entire Straddle Period or (yB) in all other cases, deemed equal to the amount 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 attributable to the Pre-Closing Portion of the 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 extent 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 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 this transaction shall for these purposes be allocated to the Pre-Closing Period. (b) For purposes of this Agreement, “Pre-Closing Portion” means, with respect to any Straddle Period, the portion of such Straddle Period that begins on the first day of such Straddle Period and ends on, and includes, the Closing Date.

Allocation of Taxes. (ai) The parties hereto shallExcept as provided in Section 4.7(g), to Seller shall be responsible for, and shall indemnify and hold Buyer and the extent permitted under applicable LawRailcar Subsidiaries harmless against any liability for Taxes imposed on any of the Railcar Subsidiaries for any taxable period ending on or before the Closing Date, elect with and for the relevant Tax Authority for all Tax purposes to treat portion of any Straddle Period (as defined below) ending on the Closing Date as the last day (a “Pre-Closing Tax Period”), any taxes resulting from any valid, timely and effective election described in Section 338(h)(10) of the Code (the “Elections”) and any comparable elections under the provisions of state and local tax law (subject to any reimbursement set forth in Section 4.8), any Taxes imposed on any member of any affiliated group with which any of the Railcar Subsidiaries files or has filed a Tax Return on a consolidated or combined basis for any taxable period of such affiliated group that includes the Company Closing Date; and any Taxes imposed on Buyer or any Railcar Subsidiary as a result of any material breach of warranty or misrepresentation under Section 2.11 (the Company Subsidiaries“Pre-Closing Taxes”); provided, however, that the amount of any such indemnification provided hereunder shall be net of any accruals and related reserves reflected on the Final Schedule. Where not so permittedExcept as provided in Section 4.7(g), Buyer shall be responsible for, and shall hold Seller harmless against, any Taxes imposed on the Railcar Subsidiaries for all taxable periods ending after the Closing Date (except with respect to a Straddle Period, in which case Buyer’s indemnity will cover only that portion of any Taxes that are allocable do not relate to the a Pre-Closing Portion of the Straddle Period shall be either (x) in the case of Taxes that are imposed on a periodic basis (without regard to net incomeTax Period), deemed and any liability for Taxes attributable to be a breach by Buyer of its obligations solely under this Section 4.7 (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 immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Pre“Post-Closing Portion of the Straddle Period and the denominator of which is the number or calendar days in the entire Straddle 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 these purposes be allocated to the Pre-Closing PeriodTaxes”). (b) For purposes of this Agreement, “Pre-Closing Portion” means, with respect to any Straddle Period, the portion of such Straddle Period that begins on the first day of such Straddle Period and ends on, and includes, the Closing Date.

Allocation of Taxes. (a) The parties hereto shall, to Buyer and Seller agree that if the extent Company is permitted but not required under applicable Law, elect with the relevant Tax Authority for all Tax purposes Applicable Laws to treat the Closing Date as the last day of a Tax period, Buyer and Seller shall so treat the taxable period of the Company and the Company SubsidiariesClosing Date. Where such treatment is not so 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 such Tax that are is allocable to the Pre-Closing Portion portion of the Straddle Period shall be either period ending on the Closing Date shall: (xa) in the case of Taxes that are either (i) based upon or related to income or receipts (including receipts of premiums) or (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the taxable year ended on the Closing Date (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 (y) 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 Taxes not described in Section 8.2(a) that are imposed on a periodic basis (without regard to net income)and measured by the amount, value or level of any item, be deemed to be the amount of such Taxes of for 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 immediately preceding period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the Pre-period ending on the Closing Portion of the Straddle Period Date and the denominator of which is the number or of calendar days in the entire Straddle 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 these purposes be allocated to the Pre-Closing Periodperiod. (b) For purposes of this Agreement, “Pre-Closing Portion” means, with respect to any Straddle Period, the portion of such Straddle Period that begins on the first day of such Straddle Period and ends on, and includes, the Closing Date.