Apportionment of Certain Taxes Sample Clauses

Apportionment of Certain Taxes. All Property Taxes and Hydrocarbon Taxes attributable to the period before the Effective Time shall be for Seller’s account and all Taxes attributable to the period after and including the Effective Time shall be for Buyer’s account. All Property Taxes assessed with respect to the Purchased Assets for year 2015 shall be prorated based on the number of days in such period that occur before the Effective Time, on the one hand, and the number of days in such period that include or occur after the Effective Time, on the other hand. All Hydrocarbon Taxes shall be deemed attributable to the period during which such production occurred. The apportionment of Property Taxes and Hydrocarbon Taxes between the Parties shall take place in the Adjustment Statement and the Final Adjustment Statement using estimates of such Taxes if actual numbers are not available. If estimates of such Taxes are used in the Adjustment Statement and the Final Adjustment Statement to apportion Taxes, upon determination of the actual amount of such Taxes, (a) Seller shall pay to Buyer an amount equal to the excess, if any, of the actual Property Taxes and Hydrocarbon Taxes allocable to Seller over the estimated amount of such Taxes allocated to Seller, and (b) Buyer shall pay to Seller an amount equal to the excess, if any, of the estimated amount of Property Taxes and Hydrocarbon Taxes allocated to Seller over the actual amount of such Taxes allocable to Seller.
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Apportionment of Certain Taxes. All real property, personal property and similar ad valorem Taxes, if any, levied with respect to the Transferred Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Taxes”) shall be apportioned between the Sellers and the Buyers based on the number of days of such taxable period ending on and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and the number of days of such taxable period after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period”). The Sellers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Post-Closing Tax Period. Any Apportioned Taxes shall be timely paid, and all applicable Returns shall be timely filed, as provided by applicable Law. The paying Party shall be entitled to reimbursement from the non-paying Party for the non-paying Party’s portion of the Apportioned Taxes in accordance with this Section 6.4. Upon payment of any such Apportioned Taxes, the paying Party shall present a statement to the non-paying Party setting forth the amount of reimbursement to which the paying Party is entitled under this Section 6.4, together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying Party shall make such reimbursement by wire transfer in immediately available funds within ten (10) days of receipt of such statement to an account designated by the paying Party.
Sample 1
Apportionment of Certain Taxes. All Property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets shall be apportioned between the respective Seller and the Purchaser as of the Effective Time based on the number of days of the applicable taxable period prior to the Effective Time (with respect to any such taxable period, the “Pre-Closing Period”) and after the Effective Time (with respect to any such taxable period, the “Post-Closing Period”). The Sellers shall be responsible for the Sellers’ proportionate share of any such Taxes that are attributable to the Pre-Closing Period and the Purchaser shall be liable for its proportionate share of any such Taxes that are attributable to the Post-Closing Period.
Sample 1
Apportionment of Certain Taxes. All real property, personal property and similar ad valorem Taxes, if any, levied with respect to the Transferred Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the "Apportioned Taxes") shall be apportioned between the Sellers and the Buyer based on the number of days of such taxable period ending on and including the Closing Date (such portion of such taxable period, the "Pre-Closing Tax Period") and the number of days of such taxable period after the Closing Date (such portion of such taxable period, the "Post-Closing Tax Period"). The Sellers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Post-Closing Tax Period. Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law.
Sample 1
Apportionment of Certain Taxes. In the case of Taxes for which the Tax period is relevant under this Agreement for determining Liability, and the relevant Tax period begins on or before, but ends after, the Closing Date, the amount of Taxes allocable hereunder to the Tax period ending on or before the Closing Date (which shall be the responsibility of the Sellers) shall be deemed to be: (i) in the case of Taxes imposed on a periodic or an arrears basis (including, but not limited to, real property, personal property, ad valorem and other similar Taxes), the amount of such Taxes for the period multiplied by a fraction, the numerator of which is the number of calendar days in such Tax period up to and including the Closing Date, and the denominator of which is the number of calendar days in the entire relevant Tax period; and (ii) in the case of Taxes not described in (i) above (such as Taxes that are based upon or related to income or receipts, specific transactions, or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the end of the Closing Date.
Sample 1
Apportionment of Certain Taxes. All real property Taxes, personal property Taxes and similar ad valorem obligations levied on a per diem basis with respect to the Transferred Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the Seller and the Buyer based on the number of days in such taxable period up to and including the Closing Date and the number of days in such taxable period after the Closing Date. The Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of such taxable period ending on the Closing Date, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of such taxable period after the Closing Date.
Sample 1
Apportionment of Certain Taxes. As of the Closing Date, any personal property taxes, real estate taxes, assessments and penalties and water, sewer, utility charges and other items in respect of the Purchased Assets and the Assumed Liabilities shall be apportioned (on a pro rata basis, based upon the number of days in the relevant taxable period) between Seller and Buyer. Seller shall be responsible for all such Taxes relating (as determined under Applicable Law) to periods up to and including the Closing, and Buyer shall be responsible for all such taxes relating to post-Closing periods. Any payments or reimbursements of such Taxes required to be made by Seller to Buyer or by Buyer to Seller pursuant to this subparagraph 7.2 shall be paid by Seller or Buyer within the later of five days of Seller's or Buyer's request therefor or five days prior to the date on which Seller is required to pay or cause to be paid the related Tax liability.
Sample 1
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Apportionment of Certain Taxes. All Property Taxes levied with respect to the Purchased Assets shall be apportioned between the respective Seller Party and Purchaser as of the Effective Time based on the number of days of the applicable taxable period prior to the Effective Time (with respect to such taxable period, the “Pre-Closing Period”) and after the Effective Time (with respect to such taxable period, the “Post-Closing Period”). Each Seller Party shall be responsible for such Seller Party’s proportionate share of any such Taxes that are attributable to the Pre-Closing Period, and all such Taxes with respect to a Facility to the extent due and payable as of the applicable Closing shall have been paid as of such Closing, and Purchaser shall be liable for its proportionate share of any such Taxes that are attributable to the Post-Closing Period.
Sample 1

Related to Apportionment of Certain Taxes

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, shall be paid by the Seller when due; and the Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, the Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

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