Common use of Proration of Certain Taxes Clause in Contracts

Proration of Certain Taxes. (a) All real and personal property Taxes or similar ad valorem Taxes (other than Transfer Taxes) levied with respect to the Transferred Assets for any taxable period that includes the Closing Date and ends after the Closing Date (a “Straddle Period”), whether imposed or assessed before or after the Closing Date, shall be allocated ratably to the period that ends on and includes the Closing Date (which shall be the responsibility of Seller), and the period that begins after the Closing Date (which shall be the responsibility of Purchaser) based on the number of days in the Straddle Period that are included in each period. All other Taxes (other than Taxes allocated under Section 6.1 and Taxes specially allocated under Sections 6.3(b) and (c)), shall be determined on a closing of the books method, as through the taxable period terminated at Closing, and allocated to Seller to the extent attributable to a pre-Closing period and to Purchaser to the extent attributable to a post-Closing period. Seller shall have the responsibility to file and remit any Tax Returns with respect to any Pre-Closing Taxable Period and Purchaser shall have the responsibility to file and remit any Tax Return with respect to a Straddle Period and the Party responsible for filing such Tax Return shall provide a copy of the Tax Return to the other Party for approval at least 20 days in advance of the due date for the filing and remitting of any Taxes due thereon if the other Party is or may be accountable for any part of such Tax filed or remitted vis-à-vis the Party responsible for the filing or remission in accordance with this Section 6.3(a). The Parties shall not unreasonably withhold their approval with respect to any such required Tax Returns.

Proration of Certain Taxes. (a) All real and personal property Taxes or similar ad valorem Taxes (other than Transfer Taxes) levied with respect to the Transferred Assets for any taxable period that includes the Closing Date Agreed Time and ends after the Closing Date Agreed Time (a “Straddle Period”), whether imposed or assessed before or after the Closing DateAgreed Time, shall be allocated ratably to the period that ends on and includes the Closing Date Agreed Time (which shall be the responsibility of Seller), and the period that begins after the Closing Date Agreed Time (which shall be the responsibility of Purchaser) based on the number of days in the Straddle Period that are included in each period. All other Taxes (other than Taxes allocated under Section 6.1 and Taxes specially allocated under Sections 6.3(b) and (c)), shall be determined on a closing of the books method, as through the taxable period terminated at ClosingAgreed Time, and allocated to Seller to the extent attributable to a pre-Closing period on or before the Agreed Time and to Purchaser to the extent attributable to a post-Closing periodperiod after the Agreed Time. Seller shall have the responsibility to file and remit any Tax Returns with respect to any Pre-Closing Taxable Period (or the period prior to the applicable Deferred Closing Date) and Purchaser shall have the responsibility to file and remit any Tax Return with respect to a Straddle Period (except with respect to a Deferred Closing Country where the Tax Returns for the Straddle Period is due on or before the applicable Deferred Closing and which the Seller shall have the responsibility to file) and the Party responsible for filing such Tax Return shall provide a copy of the Tax Return to the other Party for approval at least 20 days in advance of the due date for the filing and remitting of any Taxes due thereon if the other Party is or may be accountable for any part of such Tax filed or remitted vis-à-vis the Party responsible for the filing or remission in accordance with this Section 6.3(a). The Parties shall not unreasonably withhold their approval with respect to any such required Tax Returns.

Proration of Certain Taxes. (a) All real and Annual personal property Taxes or Taxes, real property Taxes, and similar ad valorem Taxes (other than Transfer Taxes) obligations levied with respect to the Transferred Assets for and the Business (the “Property Taxes”), shall be pro-rated as of the Closing Date, with Seller liable to the extent such items relate to any taxable time period that includes (or portion thereof) prior to the Closing Date (“Pre-Closing Charges”) and Buyer liable to the extent such items relate to periods (or any portion thereof) on and after the Closing Date. To the extent Property Taxes are assessed with respect to a period that begins before and ends after the Closing Date (a “Straddle Period”), whether imposed or assessed before or after the Closing Date, the Pre-Closing Charges shall be allocated ratably to calculated by multiplying the amount of such Taxes and other charges for the entire period that ends on and includes by a fraction, the Closing Date (numerator of which shall be the responsibility of Seller), and the period that begins after the Closing Date (which shall be the responsibility of Purchaser) based on is the number of days in the Straddle Period that are included in each period. All other Taxes (other than Taxes allocated under Section 6.1 and Taxes specially allocated under Sections 6.3(b) and (c)), shall be determined on a closing period from the first day of the books method, as period through and including the taxable period terminated at Closingday prior to the Closing Date, and allocated to Seller to the extent attributable to a pre-Closing period and to Purchaser to denominator of which is the extent attributable to a post-Closing number of days in the entire period. Seller shall have furnish Buyer with such documents and other records as Buyer reasonably requests to confirm such proration calculations. At the responsibility to file and remit any Tax Returns with respect to any Closing, the net amount of all Pre-Closing Taxable Period Charges shall be paid in addition to, or netted against, the Base Purchase Price, as applicable. If the amount of any Property Taxes is not fixed and Purchaser determined as of the Closing, then the foregoing Closing adjustment shall have be based on the amount thereof as reasonably estimated by Seller at the Closing based on the most recently available information. If following the Closing either Seller or Buyer receives (i) any assessment of any Property Taxes that are in whole or in part the responsibility of the other pursuant to file this Section 4.1(c), Buyer shall pay the same to the appropriate Taxing Authority and Seller will remit any Tax Return prior to the due date of assessment to Buyer the amount of the Pre-Closing Charge with respect thereto except to the extent reflected as a Straddle Period and debit to Seller on the Party responsible for filing such Tax Return shall provide a copy Settlement Statement, or (ii) any refund or credit of any Property Taxes that are in whole or in part the responsibility of the Tax Return other pursuant to this Section 4.1(c), such party shall promptly remit to the other Party the portion of such amount for approval at least 20 days in advance of which the due date other is responsible except to the extent the other has received a credit for the filing and remitting of any Taxes due thereon if same on the other Party is or may be accountable for any part of such Tax filed or remitted vis-à-vis the Party responsible for the filing or remission in accordance with this Section 6.3(a). The Parties shall not unreasonably withhold their approval with respect to any such required Tax ReturnsSettlement Statement.

Proration of Certain Taxes. (a) All real and personal property Real Property Taxes or similar ad valorem Taxes (other than Transfer Taxes) levied with respect to the Transferred Leased Real Property and all Personal Property Taxes with respect to the Purchased Assets will be prorated as of the Closing Date with (a) the Seller being liable for such Taxes relating to any taxable time period that includes or periods ending prior to the Closing Date and ends (b) the Purchaser being liable for such Taxes relating to any time period or periods beginning on the Closing Date. Proration of Real Property Taxes and Personal Property Taxes will be made on the basis of the most recent officially certified Tax valuation and assessment for the Leased Real Property and the Purchased Assets. If such valuation pertains to a Tax period other than that in which the Closing occurs, such apportionment will be recalculated at such time as actual Tax bills for such period are available and the parties will cooperate with each other in all respects in connection with such recalculation and to pay any sums due in consequence thereof to the party entitled to recover the same within 60 days after the Closing Date (a “Straddle Period”), whether imposed or assessed before or after issuance of such actual tax bills. The Purchaser shall pay the Seller the amount of such Real Property Taxes and Personal Property Taxes allocable to the Purchaser pursuant to this section and previously paid by the Seller on the Closing Date, shall be allocated ratably to the period that ends on and includes the Closing Date (which shall be the responsibility of Seller), and the period that begins after the Closing Date (which shall be the responsibility of Purchaser) based on the number of days in the Straddle Period that are included in each period. All other Taxes (other than Taxes allocated under Section 6.1 and Taxes specially allocated under Sections 6.3(b) and (c)), shall be determined on a closing of the books method, as through the taxable period terminated at Closing, and allocated to Seller to the extent attributable to a pre-identified on the Closing period and to Purchaser Date, or within five Business Days after written request therefor by the Seller, to the extent attributable to a post-not identified on the Closing periodDate. The Seller shall have pay the responsibility to file Purchaser the amount of such Real Property Taxes and remit any Tax Returns with respect to any Pre-Closing Taxable Period and Purchaser shall have the responsibility to file and remit any Tax Return with respect to a Straddle Period and the Party responsible for filing such Tax Return shall provide a copy of the Tax Return Personal Property Taxes allocable to the other Party for approval at least 20 days in advance Seller pursuant to this section on the earlier of (i) five Business Days after written request therefor by the Purchaser and (ii) five Business Days prior to the due date for of the filing and remitting of any Taxes due thereon if the other Party is or may be accountable for any part of such Tax filed or remitted vis-à-vis the Party responsible for the filing or remission in accordance with respective Taxes. Any payments made pursuant to this Section 6.3(a). The Parties 8.5(b) shall not unreasonably withhold their approval with respect be treated as an adjustment to any such the Purchase Price unless otherwise required Tax Returnsby applicable Law.