Asset Tax Liability Clause Samples

The Asset Tax Liability clause defines which party is responsible for paying taxes associated with the ownership, transfer, or use of specific assets covered by the agreement. Typically, this clause clarifies whether the buyer or seller must handle property taxes, sales taxes, or other governmental levies that arise from the transaction. By explicitly allocating tax obligations, the clause helps prevent disputes and ensures both parties understand their financial responsibilities related to the assets involved.
Asset Tax Liability. Subject to the treatment of ad valorem Taxes provided below, all Asset Taxes shall be allocated between Buyer and SM Energy as of the Effective Time for all taxable periods that include the Effective Time. All Asset Taxes that are not ad valorem taxes shall be allocated to SM Energy to the extent they relate to production prior to the Effective Time and to Buyer to the extent they relate to production on or after the Effective Time. No liability for Asset Taxes shall duplicate an adjustment to Purchase Price made pursuant to Section 2.4. Ad valorem Taxes for each assessment period shall be allocated to SM Energy based on the percentage of the assessment period occurring before the Effective Time and to Buyer based on the percentage of the assessment period occurring on or after the Effective Time. Each Party shall promptly furnish to the other copies of any Asset Tax assessments and statements (or invoices therefor from the operator of the Assets) received by it to the extent such assessment, statement, or invoice relates to an Asset Tax allocable to the other Party under this Section 10.1. Each Party shall timely pay all Asset Taxes subject to allocation under this Section and shall furnish to the other Party evidence of such payment. The Parties shall estimate all Asset Taxes asserted against it that are attributable to the ownership or operation of the Assets to the extent they relate to the period on and after the Effective Time and through the Closing Date and all Subject Transfer Taxes and incorporate such estimates into the Preliminary Settlement Statement. The actual amounts (to the extent the actual amounts differ from the estimates included in the Preliminary Settlement Statement and are known at the time of the Final Settlement Statement) shall be accounted for in the Final Settlement Statement. If the actual amounts are not known at the time of the Final Settlement Statement, the amounts shall be re-estimated based on the best information available at the time of the Final Settlement Statement. When the actual amounts are known, Buyer or SM Energy shall make such payments to the other (if any) as are necessary to effect the allocation of Taxes described in this Section 10.1.
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Asset Tax Liability. Subject to the treatment of ad valorem Taxes provided below, all Asset Taxes shall be allocated between Buyers (on the one hand) and SM (on the other hand) as of the Effective Time for all taxable periods that include the Effective Time as set forth in this Section 10.1.
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Asset Tax Liability. (a) SM Energy shall be allocated and bear all Asset Taxes (and be entitled to and benefit from all Tax refunds (or Tax credits in lieu thereof)) attributable to any Tax period (or portion thereof) ending prior to the Effective Time. Buyer shall be allocated and bear all Asset Taxes (and be entitled to and benefit from all Tax refunds (or Tax credits in lieu thereof)) attributable to any Tax period (or portion thereof) beginning at or after the Effective Time. (b) For purposes of determining the allocations described in Section 10.1(a), (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (iii), below) shall be allocated based on the number of units or value of severance or production actually produced, as applicable, before, at, or after the Effective Time, (ii) Asset Taxes that are based upon or related to receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii), below), shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Tax period in which the Effective Time occurs shall be allocated between the portion of such Tax period ending immediately prior to the Effective Time and the portion of such Tax period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Tax period that occur before the date on which the Effective Time occurs, on the one hand, and the number of days in such Tax period that occur on or after the date on which the Effective Time occurs, on the other hand. (c) No liability for Asset Taxes shall duplicate an adjustment to Purchase Price made pursuant to Section 2.4. Each Party shall promptly furnish to the other copies of any Asset Tax assessments and statements (or invoices therefor from the operator of the Assets) received by it to the extent such assessment, statement, or invoice relates to an Asset Tax allocable to the other Party under Section 10.1(a). The Parties shall estimate all Asset Taxes asserted against it that are attributable to the ownership or operation of the Assets to the extent they relate to a Tax period on and after the Effective Time and through the Closing Date and all Subject Transfer Taxes and incorporate such estimates into the Preliminary Settlement Statement. The a...
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Asset Tax Liability. Subject to the treatment of ad valorem Taxes provided below, all Asset Taxes shall be allocated
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Related to Asset Tax Liability

  • Income Tax Liability Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.