Common use of Straddle Period Tax Allocation Clause in Contracts

Straddle Period Tax Allocation. To the extent permitted by law, EFH and Reorganized TCEH shall elect, or cause an election to be made, to close the taxable year of each Reorganized TCEH Entity as of the close of the Distribution Date. In the case of any Straddle Period, the amount of any Income Taxes attributable to the portion of the Straddle Period ending on, or beginning after, the Distribution Date shall be made by means of a closing of the books and records of such Reorganized TCEH Entity as of the close of the Distribution Date; provided, that in the case of Non-Income Taxes that are periodic Taxes (e.g., property Taxes) and exemptions, allowances, and deductions that are calculated on an annual basis (such as depreciation deductions), such Taxes, exemptions, allowances, and deductions shall be allocated between the portion of the Straddle Period ending at the end of the Distribution Date and the portion beginning after the Distribution Date based upon the ratio of (a) the number of days in the relevant portion of the Straddle Period to (b) the number of days in the entire Straddle Period; provided, however, that in allocating any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existed; provided, further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a portion of the Distribution Date following the Distribution, shall be allocable to the portion of the Straddle Period beginning after the Distribution Date.

Straddle Period Tax Allocation. To the extent permitted by lawFor purposes of this Article VIII, EFH and Reorganized TCEH shall elect, or cause an election to be made, to close the taxable year of each Reorganized TCEH Entity as of the close of the Distribution Date. In in the case of any Taxes that are payable with respect to a taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the amount portion of any Income Taxes attributable such Tax that is allocable to the portion of the Straddle Period period ending on, or beginning after, on and including the Distribution Closing Date shall be made by means of a closing of the books and records of such Reorganized TCEH Entity as of the close of the Distribution Date; provided, that be: (a) in the case of Non-Income Taxes that are periodic Taxes other than those described in clauses (e.g., property Taxesb) and exemptions(c) (including income, allowancescapital gains, and deductions that are calculated on an annual basis (such as depreciation deductionssimilar Taxes), such Taxes, exemptions, allowances, deemed equal to the amount that would be payable if the taxable year ended with (and included) the Closing Date; provided that depreciation and amortization deductions shall be allocated between the portion of period ending on (and including) the Straddle Period ending at the end of the Distribution Closing Date and the portion period beginning after on the Distribution day following the Closing Date based upon the ratio of (a) in proportion to the number of days in the relevant portion of the Straddle Period each period to (b) the number of days in the entire Straddle Period; provided, however, that in allocating any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existeddeduction is applicable; provided, further, any Tax deductions attributable to any payments or expenses borne directly or indirectly by Seller or by any Acquired Subsidiary in connection with the transactions contemplated hereby shall be attributed, to the maximum extent permitted under applicable Law, to Seller and shall be reflected on Tax Returns filed with respect to Seller; (b) in the case of property Taxes and other Taxes similarly imposed on a periodic basis, 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 the numerator of which is the number of calendar days in the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period; provided that in the event that such Taxes that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502attributable to any property which is revalued or re-76(b)(1)(ii)(B)) to assessed on or after the Closing Date and as a portion result of the Distribution Date following the Distributiontransactions contemplated under this Agreement, shall be allocable to the portion of such Taxes allocated to the Straddle Period beginning taxable period that is deemed to end on (and include) the Closing Date shall be determined without taking into account such revaluation or re-assessment; and (c) in the case of Taxes in the form of interest or penalties, all such Taxes to the extent relating to a Tax for a taxable period ending on or before the Closing Date whether such items are incurred, accrued, assessed or similarly charged on, before or after the Distribution Closing Date.

Straddle Period Tax Allocation. To the extent permitted The Subsidiaries and Purchaser will, unless prohibited by lawapplicable Law, EFH and Reorganized TCEH shall elect, or cause an election to be made, to close the taxable year period of each Reorganized TCEH Entity of the Subsidiaries as of the close of business at the Distribution DateEffective Time. In If applicable Law does not permit a Subsidiary to close its taxable year at the Effective Time or in any case in which a Tax relating to any of the Purchased Assets, Purchased Shares or Subsidiaries is assessed with respect to a taxable period which includes the Effective Time (but does not end on that day) (a “Straddle Period”), Taxes relating to the Purchased Assets, Purchased Shares or Subsidiaries shall be allocated to the periods on or before and after the Effective Time as follows: (i) in the case of any Taxes such as property Taxes, ad valorem obligations, or similar recurring Taxes during the Straddle Period, such Taxes shall be allocated to periods on or before and after the amount Effective Time on a per diem basis and (ii) in the case of all other Taxes during the Straddle Period, such Taxes shall be allocated (A) to Sellers for the period up to and including the close of business at the Effective Time, and (B) to Purchaser for the period subsequent to the Effective Time. Any allocation of income or deductions required to determine any Income Taxes attributable to the portion of the a Straddle Period ending on, or beginning after, the Distribution Date shall be made by means of a closing of the books and records of such Reorganized TCEH Entity the relevant Subsidiaries as of the close of business on the Distribution Date; providedday prior to the Effective Time, provided that in the case of Non-Income Taxes that are periodic Taxes (e.g., property Taxes) and exemptions, allowances, and allowances or deductions that are calculated on an annual basis (such as including, but not limited to, depreciation and amortization deductions), such Taxes, exemptions, allowances, and deductions ) shall be allocated between the portion of the Straddle Period period ending at the end of the Distribution Date Effective Time and the portion beginning period after the Distribution Date based upon the ratio of (a) Effective Time in proportion to the number of days in the relevant portion of the Straddle Period to (b) the number of days in the entire Straddle Period; provided, however, that in allocating any each such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existed; provided, further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a portion of the Distribution Date following the Distribution, shall be allocable to the portion of the Straddle Period beginning after the Distribution Dateperiod.

Straddle Period Tax Allocation. To For purposes of determining the extent permitted by lawportion of Taxes of Sellers for a Straddle Period which are attributable to a Pre-Closing Tax Period, EFH any liability for Taxes attributable to a Straddle Period shall be apportioned between the portion of such period ending on or prior to the Closing Date and Reorganized TCEH shall elect, or cause an election to be made, to close the taxable year of each Reorganized TCEH Entity as of portion beginning after the close of the Distribution Closing Date. In : (1) in the case of real property, business personal property, ad valorem Taxes and any other Taxes imposed on a periodic basis, the determination of the Taxes with respect to the Target Companies shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (2) in the case of Taxes of the Target Companies not described in Section 8.8(b)(1) above (such as (i) Taxes based on the income or receipts of the Target Companies for a Straddle Period, (ii) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes) for a Straddle Period, other than Transfer Taxes described in Section 8.8(c), and (iii) withholding and employment Taxes relating to a Straddle Period), the amount determination of any Income the Taxes attributable to of the Target Companies for the portion of the Straddle Period ending on, or beginning after, the Distribution Date shall be made by means of a closing of the books on and records of such Reorganized TCEH Entity as of the close of the Distribution Date; provided, that in the case of Non-Income Taxes that are periodic Taxes (e.g., property Taxes) and exemptions, allowancesincluding, and deductions that are calculated on an annual basis (such as depreciation deductions), such Taxes, exemptions, allowances, and deductions shall be allocated between the portion of the Straddle Period ending at the end of the Distribution Date and the portion beginning after the Distribution Date based upon the ratio of (a) the number of days in the relevant portion of the Straddle Period to (b) the number of days in the entire Straddle Period; provided, however, that in allocating any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existed; provided, further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a portion of the Distribution Date following the Distribution, shall be allocable to the portion of the Straddle Period beginning after and ending after, the Distribution DateClosing Date shall be calculated by assuming that the Straddle Period consisted of two taxable periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Target Companies for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Target Companies were closed at the close of the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which any of the Target Companies holds a beneficial interest shall be deemed to terminate at such time).

Straddle Period Tax Allocation. To the extent permitted by law, the EFH Parties and Reorganized TCEH shall elect, or cause an election to be made, elect to close the taxable year of each Reorganized TCEH Entity as of the close of the Distribution Effective Date. In the case of any Straddle Period, the amount of any Income Taxes attributable to the portion of the Straddle Period ending on, or beginning after, the Distribution Effective Date shall be made by means of a closing of the books and records of such Reorganized TCEH Entity as of the close of the Distribution Effective Date; provided, provided that in the case of Non-Income Taxes that are periodic Taxes (e.g., property Taxes) and exemptions, allowances, and deductions that are calculated on an annual basis (such as depreciation deductions), such Taxes, exemptions, allowances, and deductions shall be allocated between the portion of the Straddle Period ending at the end of the Distribution Effective Date and the portion beginning after the Distribution Effective Date based upon the ratio of (a) the number of days in the relevant portion of the Straddle Period to (b) the number of days in the entire Straddle Period; provided, however, that in allocating any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated on a daily basis solely among the days in the Straddle Period during which such asset was owned or such improvement existed; provided, provided further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a the portion of the Distribution Effective Date following after the Distribution, shall be allocable to the portion of the Straddle Period beginning after the Distribution Effective Date.

Straddle Period Tax Allocation. To the extent permitted by law, EFH and Reorganized TCEH shall elect, or cause an election to be made, to close the taxable year of each Reorganized TCEH Entity as The Taxes of the close of Group Companies, if any, attributable to a Straddle Period shall be allocated to the Distribution Equityholders for the period ending on and including the Closing Date, and to Purchaser for the period beginning after the Closing Date. In For purposes of this Section 5.2(a)(ii), the case of any Straddle Period, parties agree to use the following conventions for determining the amount of any Income Taxes of the Group Companies attributable to the portion of the Straddle Period ending on, or beginning after, on and including the Distribution Closing Date shall be made by means of a closing and the portion of the books and records of such Reorganized TCEH Entity as of Straddle Period beginning after the close of the Distribution Closing Date; provided, that : (A) in the case of Non-Income Taxes a Tax that are periodic Taxes is an income Tax or that is a business activity Tax otherwise based on gross income, sales or gross receipts, or other specific transactions, (e.g., property TaxesI) and exemptions, allowances, and deductions that are calculated on an annual basis (such as depreciation deductions), such Taxes, exemptions, allowances, and deductions shall be allocated between the amount attributable to the portion of the Straddle Period ending at on and including the end Closing Date shall be determined as if the Group Company (or any one or more of the Distribution Date and the portion beginning after the Distribution Date Group Companies as determined based upon past Tax Returns) filed a Tax Return with respect to the ratio of (a) the number of days in the relevant portion of the Straddle Period ending on and including the Closing Date using a “closing of the books” methodology, except that any permitted deductions attributable to (b) Company Transaction Expenses, payments made pursuant to Section 1.9 or payments of Unpaid Taxes shall be treated as having been made during the number portion of days in the entire Straddle PeriodPeriod ending on or including the Closing Date regardless of when such payments were actually made; provided, however, that the parties agree that seventy percent (70%) of any success-based fees paid by the Company in allocating connection with the transactions contemplated by this Agreement shall be deductible under Rev. Proc. 2011-29 and shall be deducted in the portion of any such exemptions, allowances, or deductions (or increase in such amounts) between the two periods that comprise a Straddle Period, any such items that relate to an asset or property that was sold, acquired or improved during the Straddle Period shall be allocated ending on a daily basis solely among or before the days in the Straddle Period during which such asset was owned or such improvement existedClosing Date; provided, further, that Taxes that are properly allocable (based on, among other relevant factors, factors set forth no compensation or wages included in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to a portion of the Distribution Date following the Distribution, Company Transaction Expenses shall be allocable treated as a success-based fee and (II) the remaining amount shall be attributable to the portion of the Straddle Period beginning after the Distribution Closing Date and (B) in the case of a Tax, including real property and ad valorem Taxes, that is not an income Tax or a Tax based upon gross income, sales or gross receipts, the amount attributable to the portion of the Straddle Period ending on and including the Closing Date shall be determined by multiplying the amount of such Taxes for the Straddle Period by fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the Straddle Period, and the remainder shall be the amount attributable to the portion of the Straddle Period beginning after the Closing Date.