Common use of Certain Apportionments Clause in Contracts

Certain Apportionments. For purposes of determining the Liability of the Seller for Taxes with respect to the Purchased Assets under Section 1.5(a)(i), all real, personal property and other Taxes not based on or measured by income or receipts of Seller, in each case, with respect to the Purchased Assets (the “Apportioned Obligations”), shall be prorated between the Seller and Purchaser, with such Taxes being borne by the Seller based on the ratio of the number of days in the relevant period prior to and including the First Closing Date, with respect to the First Closing Assets, or the Second Closing Date, with respect to the Second Closing Assets, to the total number of days in the actual taxable period with respect to which such Taxes are assessed, irrespective of when such Taxes are due, become a Lien or are assessed, and such Taxes being borne by Purchaser based on the ratio of the number of days in the relevant period after the First Closing Date, with respect to the First Closing Assets, or the Second Closing Date, with respect to the Second Closing Assets, to the total number of days in the actual taxable period with respect to which such Taxes are assessed, irrespective of when such Taxes are due, become a Lien or are assessed.