Common use of Property Taxes Clause in Contracts

Property Taxes. Seller Parent (or its applicable Affiliate) shall be liable for the proportionate amount of Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” Upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate), as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each is entitled under this Section 8.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party owing it to the other Party within thirty (30) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.6, the applicable Party shall make such reimbursement promptly but in no event later than 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.

Property Taxes. To the extent not otherwise provided in this Agreement, Seller Parent (or shall be responsible for and shall promptly pay when due all Property Taxes levied against the Purchased Assets with respect to the Pre-Closing Tax Period, and the applicable Buyer shall be responsible for and shall promptly pay when due all Property Taxes levied against its Purchased Assets with respect to the Post-Closing Tax Period. All Property Taxes levied against the Purchased Assets with respect to the Straddle Period shall be apportioned between the applicable Affiliate) Buyer, on the one hand, and Seller, on the other hand, based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes that is levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in Period, and the definition of “Straddle Period,” and applicable Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of such Property Taxes that is levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” . Upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer Parent (the applicable Buyer, on the one hand, or its Affiliate) or Seller Parent (or its Affiliate)Seller, on the other hand, as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each is entitled under this Section 8.6 6.10(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party party owing it to the other Party within thirty (30) 10 days after delivery of such statement. In the event that any Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.66.10(b), the applicable Party party shall make such reimbursement promptly but in no event later than thirty (30) 10 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Property Taxes. Seller Parent (or its applicable Affiliate) Sellers shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Purchased Assets attributable to any Pre-Closing Tax Period, and Buyer shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Purchased Assets attributable to any Post-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer and Sellers based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” , and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” . Upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer or Parent (or its Affiliate) or Seller Parent (or its Affiliateon behalf of Sellers), as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each is entitled under this Section 8.6 8.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party party owing it to the other Party within thirty ten (3010) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or any Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.68.3, the applicable Party party shall make such reimbursement promptly but in no event later than thirty ten (3010) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Property Taxes. To the extent not otherwise provided in this Agreement, Seller Parent (or its applicable Affiliate) shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for any Straddle Period shall be apportioned between Seller and Buyer based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period, respectively. Seller shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” , and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” . Upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate)Seller, as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to the proration for which each is entitled responsible under this Section 8.6 7.10 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party party owing it to the other Party presenting party within thirty (30) 10 days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment of Property Taxes for which it is entitled to reimbursement under this Section 8.67.10, the applicable Party party shall make such reimbursement promptly but in no event later than thirty (30) 10 days after the presentation of a statement setting forth the amount of the proration and reimbursement to which the presenting Party party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of such proration and reimbursement.

Property Taxes. Seller Parent (or its The party considered to be the owner of record under the applicable Affiliate) state law shall be liable responsible for the proportionate amount of Property Taxes levied filing any returns and paying any tax due with respect to the Acquired Assets that is attributable all real estate, personal property and similar ad valorem Taxes relating to the Pre-Assets applicable to periods beginning before or on the Closing Tax Period as described in Date and ending after Closing Date (“Property Taxes”). Notwithstanding the definition of “Straddle Period,” and Buyer Parent (or its applicable Affiliate) preceding sentence, Property Taxes shall be liable prorated based on the assessment for the proportionate amount of relevant calendar year (unless such Property Taxes levied with respect to are paid in arrears and the Acquired Assets that is attributable to assessment for the Post-calendar year 2007 shall not be available as of the Closing Tax PeriodDate, as described in the definition of “Straddle Period.” Upon receipt of any ▇▇▇▇ for which case such Property TaxesTaxes shall be prorated when the 2007 assessment is issued) and the number of days in such period that occur before the Closing Date, Buyer Parent (on the one hand, and the number of days in such period that occur on or its Affiliate) or Seller Parent (or its Affiliate)after the Closing Date, as applicable, shall present a statement to on the other Party setting forth hand, with the amount of reimbursement to which each is entitled under this Section 8.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party owing it Taxes allocable to the other Party within thirty (30) days after delivery portion of such statementthe period ending on the Closing Date being the responsibility of the Sellers and the remainder being the responsibility of the Purchaser. In the event that Buyer Parent (certain Property Taxes cannot be prorated at the Closing because the assessment for such Property Taxes shall not be available as of the Closing Date, such Property Taxes shall be prorated, and the Purchaser or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes the Sellers, as the case may be, shall reimburse the other party for any such Property Taxes paid, within fifteen days of payment by the other party, to be made) any payment the extent such party is liable for which it is entitled the Property Taxes pursuant to reimbursement under this Section 8.66.10(a) and such Taxes are paid by the other party. The Sellers and the Purchaser shall cooperate fully, as and to the applicable Party shall make extent reasonably requested, in connection with the filing of any Tax Returns relating to Property Taxes and any audit, litigation or other proceeding with respect to such reimbursement promptly but in no event later than 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 reimbursementTax Returns.

Property Taxes. Seller Parent (All property taxes, ad valorem taxes and similar taxes imposed on a periodic basis, whether paid in advance or its applicable Affiliate) shall be liable for the proportionate amount of Property Taxes arrears, in each case levied with respect to the Acquired Assets that is attributable Purchased Assets, other than Transfer Taxes subject to Section 9.1(a), for a Straddle Period, shall be apportioned between Seller and Buyer as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period as described (including the Closing Date) and the number of days of such taxable period not included in the definition of “Straddle Period,” and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of Property Taxes levied with respect to the Acquired Assets that is attributable to the PostPre-Closing Tax Period. Within 180 days after the Closing, as described in the definition of “Straddle Period.” Upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate), as applicable, shall present a statement to proposed proration of the other Party setting forth the amount of reimbursement to which each is entitled tax between Seller and Buyer under this Section 8.6 9.1(c) together with such supporting evidence as is reasonably necessary to calculate the proration amountproration. The undisputed Buyer shall have 30 days to review and comment on the proposed proration. Once the parties agree on the proration, the proration amount shall be paid by the Party party owing it to the other Party within thirty (30) 15 days after delivery the parties agree on the proration. Thereafter, upon receipt by either party either directly or after forwarding to such party by the other party of such statement. In the event that Buyer Parent (any paid or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment paid ▇▇▇▇ for which it is entitled property or similar taxes relating to the Purchased Assets that are subject to each Party’s right to reimbursement from the other Party pursuant to this Section 9.1(c), if the proration requires adjustment because of the final ▇▇▇▇, the Seller or Buyer shall make a payment to reimburse the other party under this Section 8.6, the applicable Party 9.1(c). The party owing shall make such reimbursement promptly but in no event later than thirty (30) 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 9.1(c) and not made within 15 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. Notwithstanding any other provision of this Section 9.1(c), if Buyer relocates any Purchased Assets to another Tax jurisdiction and such relocation results in an increase of the property Tax liability for a period that begins before the Closing, Seller shall not be liable for any portion of any such increase in Tax. The portion of the taxable period allocated to Buyer, and Buyer’s obligation to reimburse Taxes to Seller under this Section 9.1(c), shall not be reduced because of the Buyer’s disposition or relocation of a Purchased Asset after the Closing Date. If any such disposition or relocation results in the availability of any refund of such Taxes, the Parties hereto shall cooperate, to the extent permitted by applicable law, to seek such refund which refund, if received by Seller or any Selling Affiliate, shall upon receipt be paid over to Buyer.

Property Taxes. In the case of any Property Taxes on the Purchased Assets for any Straddle Period, the Taxes of Seller Parent (or its applicable Affiliate) and Purchaser shall be liable allocated between the Pre-Closing Tax Period, which shall be for Seller’s account, and the proportionate amount of Property Post-Closing Tax Period, which shall be for Purchaser’s account, as follows: (a) Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described shall equal the Property Taxes for such Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the definition Pre-Closing Tax Period and the denominator of “which is the number of days in the Straddle Period,” , and Buyer Parent (or its applicable Affiliateb) shall be liable for the proportionate amount of Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax PeriodPeriod shall equal the Property Taxes for such Straddle Period multiplied by a fraction, as described the numerator of which is the number of days during the Straddle Period that are in the definition Post-Closing Tax Period and the denominator of “which is the number of days in the Straddle Period.” Upon receipt of . The party required by applicable law to pay to the Tax Authority any ▇▇▇▇ for such Property Taxes, Buyer Parent Taxes for a Straddle Period and to file any related Tax Return (or its Affiliatethe “Paying Party”) or Seller Parent shall provide the other party (or its Affiliate), as applicable, shall present the “Non-Paying Party”) a statement to the other Party setting forth the amount Non-Paying Party’s share of reimbursement such Taxes for a Straddle Period as determined pursuant to which each is entitled under this Section 8.6 Agreement, together with such supporting evidence as is reasonably necessary to calculate such amount, and the proration amountNon-Paying Party shall reimburse the Paying Party its share of such Taxes, not later than five (5) Business Days before such Taxes are required to be paid. The undisputed proration amount Paying Party shall be paid by furnish the Non-Paying Party owing it a copy of any such Tax Return and a copy of a receipt showing payment of any such Taxes to the other Party within thirty (30) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.6, the applicable Party shall make such reimbursement promptly but in no event later than 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 reimbursementTax Authority.

Property Taxes. Seller Parent (or its applicable Affiliate) shall be liable for the proportionate amount of Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” Upon receipt of any ▇b▇▇▇ for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate), as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each is entitled under this Section 8.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party owing it to the other Party within thirty (30) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.6, the applicable Party shall make such reimbursement promptly but in no event later than 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.

Property Taxes. Seller Parent (shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Transferred Assets attributable to any Tax Period ending on or its applicable Affiliate) before the Closing Date. All Property Taxes levied with respect to the Transferred Assets for the Straddle Period shall be apportioned between Purchaser and Seller based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” , and Buyer Parent (or its applicable Affiliate) Purchaser shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” . Upon receipt of any ▇▇▇▇ bill for such Property Taxes, Buyer Parent (Purchaser or its Affiliate) or Seller Parent (or its Affiliate)Seller, as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each such Party is entitled under this Section 8.6 7.1 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party owing it to the other Party within thirty ten (3010) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) Purchaser or Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.67.1, the applicable reimbursing Party shall make such reimbursement promptly but in no event later than thirty ten (3010) 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.

Property Taxes. Seller Parent (a) All real and personal property taxes, ad valorem obligations and similar recurring taxes and fees, including general assessments and special assessments on the Company’s assets (“Property Taxes”) for taxable periods beginning on or its applicable Affiliate) before, and ending after, the Closing Date, shall be prorated between the Buyer and the Seller as of the Closing Date on a daily basis with (i) the Seller being liable for all such Property Taxes accruing under such daily proration methodology during any period up to and including the proportionate amount day of the Closing Date and (ii) the Buyer being liable for all such Property Taxes accruing under such daily proration methodology during any period or periods including, and beginning after, the Closing Date. Proration of Property Taxes will be made on the basis of the most recent officially certified tax valuation and assessment for the Company’s assets. With respect to Property Taxes described in this Section 6.15, the Seller shall timely file all Returns for Property Taxes due before the Closing Date and the Buyer shall prepare and timely file all Returns for Property Taxes due on or after the Closing Date subject to Seller’s prior review approval (which shall not be unreasonably withheld, conditioned or delayed). All such Returns shall be prepared in a manner consistent with past practice, except as required by applicable Law. If one party remits to the appropriate Governmental Authority payment for Property Taxes, which are subject to proration under this Section 6.15 and such payment includes the other party’s share of such Property Taxes, such other party shall promptly reimburse the remitting party for its share of such Property Taxes. Any such reimbursements shall be made within five Business Days of the party making such payment to the appropriate Governmental Authority; provided that the party requesting reimbursement of Property Taxes shall provide the other party with a written notice indicating the amount due and the computation thereof. Notwithstanding the foregoing, all real estate transfer fees and stamps and all recording fees incurred in connection with the transactions contemplated by this Agreement shall be borne by the Seller. Special assessments, if any, for work actually commenced or levied with respect to the Acquired Assets that is attributable Company’s assets prior to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” Upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate), as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each is entitled under this Section 8.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount Date shall be paid by the Party owing it to Seller at the other Party within thirty (30) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.6, the applicable Party shall make such reimbursement promptly but in no event later than 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 reimbursementClosing.

Property Taxes. Seller Parent (or its applicable Affiliate) To the extent not otherwise provided in this Agreement, Sellers shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” , and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period. The calculation of the foregoing proportionate amounts shall be based on the Property Tax bills for the current taxable year unless such Property Tax bills are not available. If Property Tax bills for the current taxable year are not available, as described in the definition parties shall estimate the amount of Property Taxes due for the current taxable year based on the Property Tax bills from the prior taxable year (“Straddle Period.” Upon Estimated Property Taxes”). Within thirty (30) days of the receipt of any ▇▇▇▇ Property Tax bills for such the current taxable year, the parties shall calculate the actual amount of Property Taxes due for the current taxable year (“Actual Property Taxes”). Within ten (10) days of the completion of the calculation of Actual Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate)Sellers, as applicable, shall present a statement reimburse the other party to the extent such other Party setting forth party overpaid any Property Taxes as a result of a difference between the amount of reimbursement Estimated Property Taxes and Actual Property Taxes, and to which each is entitled under this Section 8.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount extent that funds remain in the Holdback Amount, Buyer shall be paid by the Party owing it to the other Party within thirty (30) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes permitted to be made) paid any payment for which it is entitled to reimbursement under this Section 8.6, the applicable Party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with from such supporting evidence as is reasonably necessary to calculate the amount of reimbursementHoldback Amount.

Property Taxes. Seller Parent To the extent not otherwise provided in this Agreement, Sellers shall be responsible for and shall promptly pay when due all real property Taxes, personal property Taxes and similar ad valorem Taxes levied with respect to the Transferred Assets attributable to any tax period (or its applicable Affiliateportion thereof) ending on or prior to the Closing Date. All property Taxes levied with respect to the Transferred Assets for any tax period that begins on or before the Closing Date and ends after the Closing Date shall be apportioned between the Buyer and the Sellers based on the number of days of such period included in the portion ending on the Closing Date (the “Pre-Closing Portion”) and the number of days of such period after the Closing Date (the “Post-Closing Portion”). Sellers shall be liable for the proportionate amount of Property such property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in Portion, and the definition of “Straddle Period,” and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of Property such property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” Portion. Upon receipt of any ▇▇▇▇ bill for such Property property Taxes, the Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate)the Sellers, as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each is entitled under this Section 8.6 7.2 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party party owing it to the other Party within thirty ten (3010) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) Sellers makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.67.2, the applicable Party party shall make such reimbursement promptly but in no event later than thirty ten (3010) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Property Taxes. All real property Taxes, personal property Taxes and similar ad valorem Taxes (“Property Taxes”) levied with respect to the Business or the Purchased Assets (other than Taxes described in Section 5.2) for a taxable period that includes (but does not end on) the Effective Date shall be apportioned between Seller Parent (or its applicable Affiliate) and Purchaser as of the Effective 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. Seller shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” , and Buyer Parent (or its applicable Affiliate) Purchaser shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” . Upon receipt of any ▇▇▇▇ for such Property TaxesTaxes relating to the Business or the Purchased Assets, Buyer Parent (Purchaser or its Affiliate) or Seller Parent (or its Affiliate)Seller, as applicable, shall present a statement to the other Party party setting forth the amount of reimbursement to which each is entitled under this Section 8.6 5.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration In each case, the amount shall be paid by the Party party owing it to the other Party party within thirty twenty (3020) days after delivery of such statement. In the event that Buyer Parent (either Seller or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) Purchaser shall make any other payment for which it is entitled to reimbursement under this Section 8.65.3, the applicable Party other party shall make such reimbursement promptly but in no event later than thirty twenty (3020) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. For the avoidance of doubt, ARTICLE V shall survive the Effective Date.

Property Taxes. All real property, personal property and similar ad valorem Taxes (“Property Taxes”) levied with respect to the Purchased Assets for a Straddle Period shall be apportioned between Buyer and Seller Parent (or its applicable Affiliate) on a per diem basis for any Straddle Period based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” . Upon receipt of any ▇▇▇▇ bill for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate)Seller, as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each is entitled under this Section 8.6 6.1(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party party owing it to the other Party within thirty ten (3010) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment of Property Taxes for which it is entitled to reimbursement under this Section 8.66.1(b), the applicable Party shall make such reimbursement promptly but in no event later than thirty ten (3010) days after the presentation of a statement setting forth the amount of the reimbursement to which the party presenting Party the statement is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementreimbursement amount.

Property Taxes. All real property Taxes, personal property Taxes, and similar ad valorem obligations levied with respect to any Acquired Assets for a taxable period which includes (but does not end on) the Closing Date, whether or not imposed or assessed before or after the Closing Date, shall be apportioned between Seller Parent and Buyer based on the number of days of such taxable period through the Closing Date (or its applicable Affiliatethe “Pre-Closing Tax Period”) and the number of days of such taxable period after the Closing Date (the “Post-Closing Tax Period”). Seller shall be liable under this Section 5.8(b) for the proportionate amount of Property such Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” , and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of Property such Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period. Within ninety (90) days after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.8(b) together with such supporting evidence as described is reasonably necessary to calculate the amount of such reimbursement. Thereafter, in the definition of “Straddle Period.” Upon receipt of event that Seller or Buyer shall make any ▇▇▇▇ payment for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliatewhich the other Party is responsible for under this Section 5.8(b), as applicable, the Party making such payment shall present a statement to the other Party setting forth the amount of reimbursement to which each it is entitled under this Section 8.6 5.8(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party owing it to the other Party within thirty (30) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.6, the applicable Party shall make such reimbursement promptly but in no event later than 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 such reimbursement.

Property Taxes. All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets (“Property Taxes”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller Parent (or its applicable Affiliate) 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. Following the Closing, Seller shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” , and Buyer Parent (or its applicable Affiliate) Purchaser shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” Upon . Seller shall notify Purchaser upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate), as applicable, shall present a statement Taxes relating to the other Party setting forth Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such ▇▇▇▇ to Purchaser who shall pay the same to the appropriate Taxing Authority; provided, that if such ▇▇▇▇ covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of such Property Taxes to Purchaser payment for the proportionate amount of reimbursement to which each such ▇▇▇▇ that is entitled under this Section 8.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party owing it attributable to the other Party within thirty (30) days after delivery of such statementPre-Closing Tax Period. In the event that Buyer Parent (either Seller or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any Purchaser shall thereafter provide the other party with evidence of having made a payment for which it is entitled to reimbursement under this Section 8.6subsection, the applicable Party other party shall make such reimbursement promptly promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Property Taxes. Seller Parent All Taxes imposed with respect to personal property (or its applicable Affiliate) “Property Taxes”), levied with respect to the Purchased Assets, shall be apportioned between Buyer and Sellers based on the number of days in the Pre-Closing Tax Period and the number of days of in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Pre-Closing Tax Period as described in the definition of “Straddle Period,” , and Buyer Parent (or its applicable Affiliate) shall be liable for the proportionate amount of such Property Taxes levied with respect to the Acquired Assets that is attributable to the Post-Closing Tax Period, as described in the definition of “Straddle Period.” . Upon receipt of any ▇▇▇▇ for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate)Sellers, as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each Party is entitled under this Section 8.6 6.3(d) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid to the Party being reimbursed by the Party owing it to the other Party within thirty ten (3010) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.66.3(d), the applicable Party shall make such reimbursement promptly but in no event later than thirty ten (3010) 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. The Trust and DTUENY shall cause Sellers to comply with this Section 6.3.

Property Taxes. Seller All ad valorem taxes, real property taxes, personal property taxes and similar obligations (“Property Taxes”) attributable to the Other Acquired Assets applicable to a Straddle Tax Period shall be prorated based on the number of days in such period prior to and including the Closing Date, on the one hand, and the number of days in such period after the Closing Date, on the other hand, the amount of such Property Taxes allocable to the portion of the period ending on the Closing Date being the responsibility of Parent and the remainder being the responsibility of Buyer. Buyer shall pay (or its applicable Affiliatecause to be paid) prior to delinquency, all Property Taxes that become due after the Closing Date. Buyer shall be liable for send to Parent a statement that apportions each Property Tax pursuant to this Section 7.3(e) based upon the proportionate amount of Property Taxes levied with respect actually invoiced and paid to the Acquired Assets that is attributable applicable Taxing Authority by Buyer or an Affiliated Buyer, as applicable. Such statement shall be accompanied by proof of the actual payment of such Property Taxes by Buyer or an Affiliated Buyer. Within ten (10) business days of receipt of each such statement and proof of payment, Parent shall, or shall cause the applicable Subsidiary Seller to, reimburse Buyer or the applicable Affiliated Buyer for Parent’s or the applicable Subsidiary Seller’s allocated portion of such Property Taxes to the Pre-Closing Tax Period as described in the definition extent such amount of “Straddle Period,” and Buyer Parent Parent’s (or its the applicable AffiliateSubsidiary Seller’s) shall be liable for the proportionate amount portion of such Property Taxes levied with respect to is greater than the Acquired Assets that is attributable to the Post-Closing Tax Period, amount accrued as described in the definition of “Straddle Period.” Upon receipt of any ▇▇▇▇ a current liability for such Property Taxes, Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate), as applicable, shall present a statement to the other Party setting forth the amount of reimbursement to which each is entitled under this Section 8.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The undisputed proration amount shall be paid by the Party owing it to the other Party within thirty (30) days after delivery of such statement. In the event that Buyer Parent (or its Affiliate) or Seller Parent (or its Affiliate) makes (or causes to be made) any payment for which it is entitled to reimbursement under this Section 8.6, the applicable Party shall make such reimbursement promptly but Taxes in no event later than 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 reimbursementFinal Closing Working Capital.