Common use of Allocation of Taxes Clause in Contracts

Allocation of Taxes. All, personal property taxes and similar ad valorem obligations levied with respect to the Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser as of the Closing Date based on the number of days of such taxable period included in the pre-Closing tax period and the number of days of such taxable period included in the post-Closing tax period. Within 90 days after the Closing Date, Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.18 together with such supporting evidence as is reasonably necessary to calculate such amount to be reimbursed. Such amount shall be paid by the party owing it to the other within 10 days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for real or personal property taxes relating to the Assets, part or all of which are attributable to the post-Closing tax period, and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate governmental authority; provided that if such xxxx covers the pre-Closing tax period, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the pre-Closing tax period. If either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.18, the other party shall make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Allocation of Taxes. All, All personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a taxable period which that includes (but does not end on) the Closing Date shall be apportioned between Seller Credence and Purchaser Newco as of the Closing Date based on the number of days of such taxable period included in the prePre-Closing tax period Tax Period and the number of days of such taxable period included in the postPost-Closing tax periodTax Period. Credence shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Newco shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within 90 days a reasonable period after the Closing DateClosing, Seller Credence and Purchaser Newco shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.18 5.10(b), together with such supporting evidence as is reasonably necessary to calculate such amount to be reimbursedthe proration amount. Such The proration amount shall be paid by the party owing it to the other within 10 ten (10) days after delivery of such statement. Thereafter, Seller Credence shall notify Purchaser Newco upon receipt of any xxxx for real or personal property taxes relating to the Purchased Assets, part or all of which are attributable to the postPost-Closing tax periodTax Period, and shall promptly deliver such xxxx to Purchaser Newco who shall pay the same to the appropriate governmental taxing authority; , provided that if such xxxx covers any part of the prePre-Closing tax periodTax Period, Seller Credence shall also remit prior to the due date of assessment to Purchaser Newco payment for the proportionate amount of such xxxx that is attributable to the prePre-Closing tax periodTax Period. If In the event that either Seller Credence or Purchaser Newco shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.185.10(b), the other party shall make such reimbursement promptly promptly, but in no event later than 30 thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.10(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Taxes. AllAll real property taxes, personal property taxes and similar ad valorem obligations (collectively, the "Apportioned Obligations") levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the Seller and Purchaser the Buyer as of the Closing Date based on the number of days of such taxable period included in the prePre-Closing tax period and Tax Period or Post-Closing Tax Period, respectively. The Seller shall be liable for the number of days proportionate amount of such taxable period included in taxes that is attributable to the postPre-Closing tax periodTax Period. Within 90 ninety (90) days after the Closing DateClosing, each of the Seller and Purchaser the Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.18 Section7(b), together with such supporting evidence as is reasonably necessary to calculate such amount to be reimbursedthe proration amount. Such The proration amount shall be paid by the party owing it to the other within 10 ten (10) days after delivery of such statement. Thereafter, the Seller shall notify Purchaser the Buyer upon receipt of any xxxx for real or personal property taxes relating to the Acquired Assets, part or all of which are attributable to the postPost-Closing tax periodTax Period, and shall promptly deliver such xxxx to Purchaser the Buyer who shall pay the same to the appropriate governmental taxing authority; , provided that if such xxxx covers the prePre-Closing tax periodTax Period, the Seller shall also remit to the Buyer prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the prePre-Closing tax periodTax Period. If In the event that either the Seller or Purchaser the Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.18Section7(b), the other party shall make such reimbursement promptly but in no event later than 30 thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section and not made within ten (10) days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. All(a) All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets and -- ------- the Leased Facilities for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the Seller and Purchaser the Buyers as of the Closing Date based on the number of days of such taxable period included in the prePre-Closing tax period Tax Period and the number of days of such taxable period included in the postPost-Closing tax periodTax Period. Within 90 days after the Closing Date, The Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.18 together with such supporting evidence as is reasonably necessary to calculate such amount to be reimbursed. Such amount shall be paid by the party owing it to the other within 10 days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for real or personal property taxes relating to the Assets, part or all of which are attributable to the post-Closing tax periodliable for, and shall promptly deliver such xxxx to Purchaser who shall pay or reimburse the same to Buyers for the appropriate governmental authority; provided that if such xxxx covers the pre-Closing tax periodpayment of, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx taxes that is attributable to the prePre-Closing tax periodTax Period, and the Buyers shall be liable for, and shall pay or reimburse the Seller for the payment of, the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. If either Any amount to be paid or reimbursed by the Seller or Purchaser the Buyers pursuant to this Section 7.05(a) may be reflected as an appropriate credit in any closing statement at the Closing. In the event that either the Seller or the Buyers shall thereafter make a any payment for which it is the Seller or the Buyers, as the case may be, are entitled to reimbursement under this Section 6.187.05(a), the other party shall make such reimbursement promptly but in no event later than 30 days thirty day, after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along together with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Allocation of Taxes. All, All real and personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period which that includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser Buyer as of the Closing Date based on the number of days of such taxable period included in the preperiod on and prior to the Closing Date ("PRE-Closing tax period CLOSING TAX PERIOD") and the number of days of such taxable period included in the post-Closing tax period. Within 90 days period commencing after the Closing DateDate (the "POST-CLOSING TAX PERIOD"). Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Seller and Purchaser Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.18 6.3, together with such supporting evidence as is reasonably necessary to calculate such amount to be reimbursedthe proration amount. Such The proration amount shall be paid by the party owing it to the other within 10 ten (10) days after delivery of such statement. Thereafter, Seller shall notify Purchaser Buyer upon receipt of any xxxx for real or personal property taxes relating to the Transferred Assets, part or all of which are attributable to the postPost-Closing tax periodTax Period, and shall promptly deliver such xxxx to Purchaser who Buyer, and Buyer shall pay the same to the appropriate governmental taxing authority; , provided that if such xxxx covers any part of the prePre-Closing tax periodTax Period, Seller shall also remit to Buyer prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the prePre-Closing tax periodTax Period. If either In the event that Seller or Purchaser Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.186.3, the other party shall make such reimbursement promptly promptly, but in no event later than 30 thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate of four percent (4%) per annum for each day until paid.

Allocation of Taxes. All, All real and personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period which that includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser Buyer as of the Closing Date based on the number of days of such taxable period included in the preperiod on and prior to the Closing Date ("PRE-Closing tax period CLOSING TAX PERIOD") and the number of days of such taxable period included in the post-Closing tax period. Within 90 days period commencing after the Closing DateDate (the "POST-CLOSING TAX PERIOD"). Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Seller and Purchaser Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.18 6.3, together with such supporting evidence as is reasonably necessary to calculate such amount to be reimbursedthe proration amount. Such The proration amount shall be paid by the party owing it to the other within 10 ten (10) days after delivery of such statement. Thereafter, Seller shall notify Purchaser Buyer upon receipt of any xxxx bill for real or personal property taxes relating to the AssetsTransferred Axxxxs, part or all of which are attributable to the postPost-Closing tax periodTax Period, and shall promptly deliver such xxxx bill to Purchaser who Buyer, and Buyer shall pay the same to the appropriate governmental xxxing authority; , provided that if such xxxx bill covers any part of the prePre-Closing tax periodTax Period, Seller shall also shaxx xlso remit to Buyer prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx bill that is attributable to the prePre-Closing tax periodTax Period. If either In xxx event that Seller or Purchaser Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.186.3, the other party shall make such reimbursement promptly promptly, but in no event later than 30 thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. All, All personal and business property ------------------- taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a taxable period which that includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser as of the Closing Date based on the number of days of such taxable period included in the prePre-Closing tax period Tax Period and the number of days of such taxable period included in the postPost-Closing tax periodTax Period. Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within 90 days a reasonable period after the Closing DateClosing, Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.18 7.3(a), together with such supporting evidence as is reasonably necessary to calculate such amount to be reimbursedthe proration amount. Such The proration amount shall be paid by the party owing it to the other within 10 ten (l0) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for real or personal property taxes relating to the Purchased Assets, part or all of which are attributable to the postPost-Closing tax periodTax Period, and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate governmental taxing authority; , provided that if such xxxx covers any part of the prePre-Closing tax periodTax Period, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the prePre-Closing tax periodTax Period. If In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.187.3(a), the other party shall make such reimbursement promptly promptly, but in no event later than 30 thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 7.3(a) and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.