Ad Valorem, Real Property and Personal Property Taxes Sample Clauses

Ad Valorem, Real Property and Personal Property Taxes. All Ad Valorem Taxes, Real Property Taxes, Personal Property Taxes, and similar obligations ("Property Taxes") on the Property are Seller's obligation for periods before the Effective Date and Buyer's obligation for periods after the Effective Date. If Property Taxes for the current tax year have not been assessed and paid as of the Closing Date, the Buyer shall file all required reports and returns incident to the Property Taxes and pay the Property Taxes for the current tax year and subsequent periods. The Seller will reimburse the Buyer promptly for the Seller's proportionate share of these taxes, prorated as of the Effective Date, upon receipt of evidence of the Buyer's payment of the taxes. If Property Taxes for the current tax year have been assessed and paid as of the Closing Date, the Buyer will reimburse the Seller for its proportionate share of these taxes, prorated as of the Effective Date. Seller shall furnish to Buyer upon request any information in Seller's possession regarding the Property to assist Buyer in its preparation and filing of all required reports and returns incident to the Property Taxes for the current tax year.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Ad Valorem, Real Property and Personal Property Taxes. All Ad Valorem Taxes, Real Property Taxes, Personal Property Taxes, and similar obligations (“Property Taxes”) on the Property are KMG’s obligation for periods before the Calculation Date and W&T’s obligation for periods after the Calculation Date. If Property Taxes for the current tax year have not been assessed and paid by KMG as of the Closing Date, W&T for the Surviving Entity shall file all required reports and returns incident to the Property Taxes and pay the Property Taxes for the current tax year and subsequent periods. KMG will reimburse W&T promptly for KMG’s proportionate share of these taxes, prorated as of the Calculation Date, upon receipt of evidence of W&T’s payment of the taxes. W&T will reimburse KMG promptly for W&T’s proportionate share of these taxes, prorated as of the Calculation Date, as a closing adjustment to the Base Merger Consideration, upon receipt of evidence of KMG’s payment of the taxes.
Sample 1Sample 2
Ad Valorem, Real Property and Personal Property Taxes. All Ad Valorem Taxes, Real Property Taxes, Personal Property Taxes, and similar obligations (AProperty Taxes@) on the Interests are Seller=s obligation for periods before the Effective Date and Buyer=s obligation for periods on and after the Effective Date. If Property Taxes for the current year have not been assessed and paid as of the Closing Date, (i) such taxes shall be estimated based upon the prior year=s Property Taxes, (ii) the Seller will reimburse the Buyer for its proportionate share of these estimated taxes, prorated as of the Effective Date, as a closing adjustment to the Sale Price, as provided in Section 2.2 of this Agreement, and (iii) the Buyer shall file all required reports and returns incident to the Property Taxes and pay the Property Taxes for the current tax year and subsequent periods. If Property Taxes for the current tax year have been assessed and paid as of the Closing Date, the Buyer will reimburse the Seller for its proportionate share of these taxes, prorated as of the Effective Date, as a closing adjustment to the Sale Price, as provided in Section 2.2 of this Agreement.
Sample 1
Ad Valorem, Real Property and Personal Property Taxes. All Ad Valorem Taxes, Real Property Taxes, Personal Property Taxes, and similar obligations ("Property Taxes") on the Conoco Property are Conoco's obligation for periods before the Effective Time and Michael's obligation for periods after the Effective Time. If Property Taxes for the current tax year have not been assessed and paid as of the Closing Date, Michxxx xxxll file all required reports and returns incident to the Property Taxes and pay the Property Taxes for the current tax year and subsequent periods. Conoco will reimburse Michxxx xxxmptly for Conoco's proportionate share of these taxes, prorated as of the Effective Time, upon receipt of evidence of Michael's payment of the taxes. If Property Taxes for the current tax year have been assessed and paid as of the Closing Date, Michxxx xxxl reimburse Conoco for its proportionate share of these taxes, prorated as of the Effective Time, as a closing adjustment to the Purchase Price, as provided in Section 17 of this Agreement.
Sample 1
Ad Valorem, Real Property and Personal Property Taxes. All ad valorem taxes, real property taxes, personal property taxes, and other similar taxes and assessments (“Property Taxes”) with respect to the Properties are the obligation of, and shall be borne by, Sellers for periods, including partial periods, before the Effective Time. Property Taxes with respect to the Properties, to the extent attributable to periods, including partial periods, from and after the Effective Time shall be borne by Buyer. The Base Purchase Price will be adjusted at Closing based on a proration of all such Property Taxes for the 2010 tax year as of the Effective Time as contemplated by Section 2.3. If actual Property Taxes with respect to the Properties for the 2010 tax year are greater than the amounts estimated for purposes of adjustment of the Base Purchase Price pursuant to Section 2.3, then Sellers shall pay Buyer the difference between actual taxes for the 2010 tax year and the estimated amount, prorated to the period prior to the Effective Time. If actual Property Taxes with respect to the Properties for the 2010 tax year are less than the amounts estimated for purposes of adjustment of the Base Purchase Price pursuant to Section 2.3, then Buyer shall pay Sellers the difference between actual taxes for the 2010 tax year and the estimated amount, prorated to the period prior to the Effective Time.
Sample 1
Ad Valorem, Real Property and Personal Property Taxes. All Ad Valorem Taxes, Real Property Taxes, Personal Property Taxes, and similar obligations ("Property Taxes") of the Property are SELLER's obligation for periods billed before the Effective Date and BUYER's obligation for periods billed on and after the Effective Date. On a mutually agreeable basis, BUYER and SELLER shall each pay its proportionate share of these taxes, prorated as of the Effective Date, as a post-closing adjustment under Article 7.4
Sample 1
Ad Valorem, Real Property and Personal Property Taxes. All ad valorem taxes, real property taxes, personal property taxes, and similar obligations ("Property Taxes") on the Property are SELLER'S obligation for periods before the Effective Date and PURCHASER'S obligation for periods beginning on and after the Effective Date. If Property Taxes for the current tax year have not been assessed and paid as of the Closing Date, the PURCHASER shall file all required reports and returns incident to the Property Taxes and pay the Property Taxes for the current tax year and subsequent periods. The SELLER will reimburse the PURCHASER promptly for the SELLER'S proportionate share of these taxes, prorated as of the Effective Date, upon receipt of evidence of the PURCHASER'S payment of the taxes. If Property Taxes for the current tax year have been assessed and paid as of the Closing Date, the PURCHASER will reimburse the SELLER for its proportionate share of these taxes, prorated as of the Effective Date, as a closing adjustment to the Purchase Price, as provided in Section 2.2.
Sample 1
AutoNDA by SimpleDocs
Ad Valorem, Real Property and Personal Property Taxes. Except as adjusted pursuant to the terms of the Agreement, all Ad Valorem Taxes, Real Property Taxes, Personal Property Taxes, and similar obligations ("Property Taxes") on the Property are SELLER's obligation for periods before the Effective Date and BUYER's obligation for periods after the Effective Date.
Sample 1

Related to Ad Valorem, Real Property and Personal Property Taxes

  • Real Estate and Personal Property Taxes A. Except as specifically set forth in Section 4.07.B below, all real estate and personal property taxes, levies, assessments (including special assessments (regardless of when due or whether they are paid as a lump sum or in installments over time) imposed because of facilities that are constructed by or on behalf of the assessing jurisdiction (for example, roads, sidewalks, sewers, culverts, etc.) which directly benefit the Hotel (regardless of whether or not they also benefit other buildings)), “Impact Fees” (regardless of when due or whether they are paid as a lump sum or in installments over time) which are required of Owner as a condition to the issuance of zoning variances or building permits, and similar charges on or relating to the Hotel (collectively, “Impositions”) during the Term shall be paid by Manager from Gross Revenues, before any fine, penalty, or interest is added thereto or lien placed upon the Hotel or upon this Agreement, unless payment thereof is in good faith being contested and enforcement thereof is stayed. Any such payments shall be Deductions in determining Operating Profit. Owner shall, within five (5) days after receipt, furnish Manager with copies of official tax bills and assessments which it may receive with respect to the Hotel. Either Landlord or Owner may, and at Owner’s request Manager shall, initiate proceedings to contest any negotiations or proceedings with respect to any Imposition, and all reasonable costs of any such contest shall be paid from Gross Revenues and shall be a Deduction in determining Operating Profit. Manager shall, as part of its contest or negotiation of any Imposition, be entitled, on Owner’s behalf, to waive any applicable statute of limitations in order to avoid paying the Imposition during the pendency of any proceedings or negotiations with applicable authorities. Notwithstanding anything contained herein to the contrary, at Owner’s option (i) Manager shall establish an escrow account in the name of Owner in a bank or banks designated by Manager with the concurrence of Owner and shall deposit monthly into such account from Gross Revenues an amount that Manager reasonably estimates shall be sufficient to pay the Impositions, in which case Manager shall pay the Impositions from funds in the escrow account as and when the Impositions become due (and Owner shall promptly deposit into the escrow account any deficiency if the estimated monthly payments are not sufficient to pay all of the Impositions) or (ii) the amounts that would otherwise be deposited into such escrow account shall be included in the Operating Profit, not deducted from Gross Revenues and shall be distributed in cash to Owner along with the remainder of the Owner’s Priority. If Owner elects to retain such amounts pursuant to clause (ii) above, Manager shall accrue such amounts as a reserve on the accounting records of the Hotel, and Owner shall fund the same as and when the Impositions become due, but such accrued and unfunded amounts shall be deducted from Gross Revenues for purposes of calculating the Incentive Management Fee. In addition, if any Mortgagee requires the establishment of an escrow account with respect to the Impositions, Manager shall comply with such requirements.

  • Real and Personal Property Taxes All real (including public utility realty tax) and personal property Taxes and assessments arising with respect to the Assets and any similar utility Taxes of any other jurisdiction shall be prorated between Buyer and Seller based on the relative periods of time the Assets were owned by each respective party or their respective Affiliates during the fiscal period for which such Taxes are imposed by the applicable taxing jurisdiction (as such fiscal period is or may be reflected on the xxxx rendered by such taxing jurisdiction, but in the case of Taxes imposed based on the specific day of ownership of assets or other specified standard not tied to a fiscal period, a fiscal period shall be deemed to be the three hundred sixty five (365) day period ending with such date). Upon receipt by Buyer of the tax xxxx, invoice or other statement regarding such real and personal property Taxes, Buyer shall calculate the pro rata share of such tax xxxx, invoice or other statement attributable to Buyer and Seller. To the extent such Taxes have not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement, Buyer then shall forward, as soon as practicable, to Seller a copy of such tax xxxx, invoice or statement along with the supporting documentation relating to the calculation of the pro rata share to Seller that had not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement. Seller then shall forward to Buyer payment of its pro rata share of such Taxes in immediately available funds as soon as practicable and in advance of the due date of the tax xxxx, invoice or statement and in time to avoid the incurrence of penalties, interest or other increases or additions to such Taxes. In the event Seller first receives a tax xxxx, invoice or statement relating to the Assets from a taxing authority, Seller shall promptly forward such tax xxxx, invoice or statement to Buyer.

  • Personal Property Taxes (a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises or elsewhere. When possible, Lessee shall cause said trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor.

  • Personal Property Tax All personal property taxes will be paid by the Contractor.

  • Real Property Taxes Taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

  • Real Property; Fixtures Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $1,000,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority Mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

  • Property Taxes Landlord shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the Leased Premises, and all personal property taxes with respect to Landlord's personal property, if any, on the Leased Premises. Tenant shall be responsible for paying all personal property taxes with respect to Tenant's personal property at the Leased Premises.

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church.

  • Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).

Time is Money Join Law Insider Premium to draft better contracts faster.