Long Term Contracts. (a) In the case of any Transferred Risk E&C Contract that is a Long- Term Contract, the Buyer and Raytheon shall for all federal and state Income Tax purposes (including without limitation the application of the lookback method described in Code Section 460(b)(2)) take into account all amounts paid by the customer and all contract costs incurred attributable thereto on the basis of a constructive completion of such Long-Term Contract by the applicable Selling Group member on the Closing Date. (b) Raytheon shall be responsible for reporting all taxable income properly accruing under each Transferred Risk E&C Contract that is a Long-Term Contract through the Closing Date and paying all Taxes (including, when due, any lookback interest when payable) payable with respect to that period (taking into account all amounts paid by the customer, all contract costs incurred through the Closing Date and all other amounts required to be included by reason of the constructive termination of such Long-Term Contract on the Closing Date), while the Buyer shall be responsible for reporting all taxable income properly accruing under each Transferred Risk E&C Contract that is a Long-Term Contract after the Closing Date and paying all Taxes (including lookback interest) payable with respect to that period (taking into account all amounts paid by the customer (other than collection of amounts taken into account by the Selling Group), and all contract costs incurred after the Closing Date). Any lookback interest refunds for periods through the Closing Date shall accrue to Raytheon, while any lookback interest refunds for periods after the Closing Date shall accrue to the Buyer. (c) For purposes of this Article 6: (i) there shall be treated as amounts paid by the customer to the Selling Group member party thereto prior to the Closing Date and attributable to an Transferred Risk E&C Contract that is a Long-Term Contract (A) all amounts received with respect thereto on or prior to the Closing Date and (B) any then unpaid accounts receivable, unbilled work in progress, claims, disputes and retentions, to the extent (but only to the extent) those items are reflected in the final Cut-Off Date Balance Sheet; and (ii) there shall be treated as contract costs incurred prior to the Closing Date attributable to an Transferred Risk E&C Contract that is a Long-Term Contract all costs properly accrued as of the Closing Date, determined on a basis consistent with the final Cut-Off Date Balance Sheet. (d) Raytheon and the Buyer agree to provide the other party any assistance reasonably necessary or appropriate to carry out the computations required by, and to file Tax Returns (including refund claims) necessary or appropriate to give effect to, this Article 6.
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Long Term Contracts. (a) In the case of any Transferred Risk E&C acquired Contract that is a Long- Term Contract, long- term contract within the meaning of Code Section 460 (hereinafter a "LONG-TERM CONTRACT") the Buyer and Raytheon the Seller shall for all federal and state Income Tax purposes (including without limitation the application of the lookback method described in Code Section 460(b)(2)) take into account all amounts treated as paid by the customer pursuant to Section 7.05(c)(i) and all contract costs incurred attributable thereto on the basis of a constructive completion of such Long-Term Contract by the applicable Selling Group member on the Closing Date.
(b) Raytheon The Seller shall be responsible for reporting all taxable income properly accruing under each Transferred Risk E&C Contract that is a Long-Term Contract through the Closing Date and paying all Taxes (including, when due, any lookback interest when payable) payable with respect to that period (taking into account all amounts paid by the customer, customer as defined in Section 7.05(c)(i) and all contract costs incurred through the Closing Date and all other amounts required to be included by reason of the constructive termination of such Long-Term Contract on the Closing Date), ) while the Buyer shall be responsible for reporting all taxable income properly accruing under each Transferred Risk E&C Contract that is a Long-Term Contract after the Closing Date and paying all Taxes (including lookback interest) payable with respect to that period (taking into account all amounts paid by the customer (other than collection of unpaid accounts receivable and other amounts taken into account by assigned to the Selling GroupBuyer hereunder), and all contract costs incurred after the Closing Date). Any lookback interest refunds for periods through the Closing Date shall accrue to Raytheonthe Seller, while any lookback interest refunds for periods after the Closing Date shall accrue to the Buyer.
(c) For purposes of this Article 6Section 7.05:
(i) there shall be treated as amounts paid by the customer to the Selling Group member party thereto Seller prior to the Closing Date and attributable to an Transferred Risk E&C Contract that is a Long-Term Contract (A) all amounts received with respect thereto on or prior to the Closing Date Date, other than cost underruns, and (B) any then unpaid accounts receivable, unbilled work in progressprogress at its fair market value (after taking into account any net progress payments) as determined under Section 2.08, and claims, disputes and retentions, without regard to whether any interest in such items is assigned or sold to the extent (but only to Buyer hereunder or whether any such items that are uncollected as of the extent) those items Closing Date are reflected in the final Cut-Off Date Balance Sheetultimately collected; and
(ii) there shall be treated as contract costs incurred prior to the Closing Date attributable to an Transferred Risk E&C Contract that is a Long-Long- Term Contract all costs properly accrued as of the Closing Date, determined on a basis consistent with the final Cut-Off Date Balance Sheet.
(d) Raytheon Seller and the Buyer agree to provide the other party any assistance reasonably necessary or appropriate to carry out the computations required by, and to file Tax Returns (including refund claims) necessary or appropriate to give effect to, this Article 6.Section 7.05
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Long Term Contracts. The parties acknowledge that in the ------------------- ordinary course of the Business of SELLER(s), SELLER(s) enter into contracts with third parties providing for the sale of propane to such third parties over an extended period of time and at a fixed per unit sales price ("Fixed Sales Contracts"), and SELLER(s) enter into contracts with third parties providing for the purchase of propane from third parties over an extended period of time at a fixed per unit sales price ("Fixed Purchase Contracts"). BUYER agrees that at the Closing it will assume all such Fixed Sales Contracts and Fixed Purchase Contracts, subject to the following:
(a) In With respect to such contracts entered into after the case date hereof, such contracts shall have been entered into by SELLER(s) in the ordinary course of any Transferred Risk E&C Contract that is a Long- Term Contract, the Buyer and Raytheon shall for all federal and state Income Tax purposes (including without limitation the application of the lookback method described in Code Section 460(b)(2)) take into account all amounts paid by the customer and all contract costs incurred attributable thereto on the basis of a constructive completion of such Long-Term Contract by the applicable Selling Group member on the Closing Datebusiness consistent with past practices.
(b) Raytheon BUYER shall be responsible for reporting assume all taxable income properly accruing under each Transferred Risk E&C Contract Fixed Sales Contracts that is a Long-Term Contract through have been entered into by SELLERS prior to or following the Closing Date and paying all Taxes (including, when due, any lookback interest when payable) payable date hereof with respect to that period (taking into account all amounts paid by the customer, all contract costs incurred through the Closing Date and all other amounts required to be included by reason of the constructive termination of such Long-Term Contract on the Closing Date), while the Buyer shall be responsible for reporting all taxable income properly accruing under each Transferred Risk E&C Contract that is a Long-Term Contract after the Closing Date and paying all Taxes (including lookback interest) payable with respect to that period (taking into account all amounts paid by the customer (other than collection of amounts taken into account by the Selling Groupthird parties set forth in Schedule 3.2(b), and all contract costs incurred after the Closing Date). Any lookback interest refunds for periods through Fixed Sales Contracts entered into by SELLERS with any other third parties that, in addition to satisfying the Closing Date shall accrue to Raytheonprovisions of clause (a) above, while any lookback interest refunds for periods after satisfy the Closing Date shall accrue to creditworthiness standards applied by BUYER in the Buyerordinary course of its business.
(c) For purposes Any such Fixed Sales Contract shall be subject to BUYER having offsetting Fixed Purchase Contracts (either assumed hereunder or otherwise) and/or long positions of this Article 6:
(i) propane inventory that would result in BUYER having no worse than a breakeven economic position upon BUYER's assumption of such Fixed Sales Contract, and if BUYER would not be in such economic position, then BUYER shall nevertheless assume such Fixed Sales Contract but the Purchase Price shall be reduced by an amount equal to BUYER's reasonably anticipated loss from such Fixed Sales Contract. In determining such "reasonably anticipated loss," there shall be treated as amounts paid taken into account the terms of such contracts, the transportation costs, the carrying costs of any such propane inventory and the amount payable by BUYER under Section 3.2(e) below for the customer to the Selling Group member party thereto prior to the Closing Date and attributable to an Transferred Risk E&C Contract that is a Long-Term Contract (A) all amounts received with respect thereto on or prior to the Closing Date and (B) any then unpaid accounts receivable, unbilled work in progress, claims, disputes and retentions, to the extent (but only to the extent) those items are reflected in the final Cut-Off Date Balance Sheet; and
(ii) there shall be treated as contract costs incurred prior to the Closing Date attributable to an Transferred Risk E&C Contract that is a Long-Term Contract all costs properly accrued as of the Closing Date, determined on a basis consistent with the final Cut-Off Date Balance Sheetoffsetting Fixed Purchase Contract.
(d) Raytheon No amount shall be payable by BUYER in connection with the assumption by BUYER of any Fixed Sales Contract or any Fixed Purchase Contract; provided, however, in the event a SELLER has made any deposit with a counterparty to any Fixed Purchase Contract, any unapplied portion of such deposit as of the time of Closing shall be paid by BUYER to such SELLER as part of the Purchase Price; and provided, further, that with respect to any Fixed Purchase Contract, BUYER agrees (i) to pay such SELLER's amortized cost thereof that is traceable to the Buyer agree volume to provide the other party be taken under any assistance reasonably necessary or appropriate such contract that is offset against volumes to carry out the computations required bybe sold under any Fixed Sales Contract assumed by BUYER under (c) above, and (ii) as to file Tax Returns the balance of such contract, to pay to such SELLER an amount equal to the lower of such SELLER's amortized cost or the market value of such Fixed Purchase Contract as of the Closing. Amortized cost of a Fixed Purchase Contract shall be based upon industry accounting practice and in accordance with GAAP. By way of example of the foregoing proviso, if there is a Fixed Sales Contract for 1 million gallons of propane at $.50 per gallon and a Fixed Purchase Contract for 1.5 million gallons of propane at $.45 per gallon, then the purchase price for such Fixed Purchase Contract would be (including refund claimsi) necessary at such SELLER's cost for 1 million gallons, plus (ii) the lower of such cost or appropriate the current market value for the remaining .5 million gallons.
(e) BUYER's agreement to give effect to, this Article 6assume any Fixed Sales Contract and any Fixed Purchase Contract shall be subject to such SELLER obtaining any consent of the third party to such contract that would be required to permit the assignment of such contract to BUYER.
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Long Term Contracts. (a) In the case of any Transferred Risk E&C acquired Contract that is a long-term contract within the meaning of Code Section 460 (hereinafter a "Long- Term Contract, ") the Buyer and Raytheon the Seller shall for all federal and state Income Tax purposes (including without limitation the application of the lookback method described in Code Section 460(b)(2)) take into account all amounts treated as paid by the customer pursuant to Section 7.05(c)(i) and all contract costs incurred attributable thereto on the basis of a constructive completion of such Long-Term Contract by the applicable Selling Group member on the Closing Date.
(b) Raytheon The Seller shall be responsible for reporting all taxable income properly accruing under each Transferred Risk E&C Contract that is a Long-Term Contract through the Closing Date and paying all Taxes (including, when due, any lookback interest when payable) payable with respect to that period (taking into account all amounts paid by the customer, customer as defined in Section 7.05(c)(i) and all contract costs incurred through the Closing Date and all other amounts required to be included by reason of the constructive termination of such Long-Term Contract on the Closing Date), ) while the Buyer shall be responsible for reporting all taxable income properly accruing under each Transferred Risk E&C Contract that is a Long-Term Contract after the Closing Date and paying all Taxes (including lookback interest) payable with respect to that period (taking into account all amounts paid by the customer (other than collection of unpaid accounts receivable and other amounts taken into account by assigned to the Selling GroupBuyer hereunder), and all contract costs incurred after the Closing Date). Any lookback interest refunds for periods through the Closing Date shall accrue to Raytheonthe Seller, while any lookback interest refunds for periods after the Closing Date shall accrue to the Buyer.
(c) For purposes of this Article 6Section 7.05:
(i) there shall be treated as amounts paid by the customer to the Selling Group member party thereto Seller prior to the Closing Date and attributable to an Transferred Risk E&C Contract that is a Long-Term Contract (A) all amounts received with respect thereto on or prior to the Closing Date Date, other than cost underruns, and (B) any then unpaid accounts receivable, unbilled work in progressprogress at its fair market value (after taking into account any net progress payments) as determined under Section 2.08, and claims, disputes and retentions, without regard to whether any interest in such items is assigned or sold to the extent (but only to Buyer hereunder or whether any such items that are uncollected as of the extent) those items Closing Date are reflected in the final Cut-Off Date Balance Sheetultimately collected; and
(ii) there shall be treated as contract costs incurred prior to the Closing Date attributable to an Transferred Risk E&C Contract that is a Long-Term Contract all costs properly accrued as of the Closing Date, determined on a basis consistent with the final Cut-Off Date Balance Sheet.
(d) Raytheon Seller and the Buyer agree to provide the other party any assistance reasonably necessary or appropriate to carry out the computations required by, and to file Tax Returns (including refund claims) necessary or appropriate to give effect to, this Article 6.Section 7.05
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