Common use of Proration of Property Taxes Clause in Contracts

Proration of Property Taxes. The Company shall be liable for and shall pay when due all ad valorem, personal property, and similar Taxes attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Tax Returns, for the Taxable periods ending on or before the Closing Date. Purchaser shall be liable for and shall pay when due all ad valorem, personal property and similar Taxes attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Tax Returns, for the Taxable periods ending after the Closing Date; provided, however, that the Company shall be liable for and shall pay all Taxes due with respect to such Tax Returns relating to the pre-Closing Date portion of any Taxable period that includes but ends after the Closing Date without duplication of any amounts taken into account under Section 3.2. Such Tax liabilities shall be calculated based on the number of days in the Taxable period ending on or before the Closing Date and the number of days in the Taxable period after the Closing Date (as the case may be) as compared to the total number of days in the entire Taxable period. Whichever party is responsible for the filing of any such Tax Return hereunder shall bear all costs associated with the filing of such Tax Return. Such party shall further have all available rights to contest the Tax (and the other party shall provide reasonable cooperation and assistance at the sole expense and cost of the requesting party); provided, however, that in the case of any Tax Return relating to a Taxable period that includes but does not end on the Closing Date, Purchaser shall provide the Company with a copy of such Tax Return within twenty (20) days prior to the date Purchaser intends to file such Tax Return. Purchaser shall revise such Tax Return to reflect the Company’s reasonable comments, if any, provided that the Company provides such changes in writing to Purchaser within ten (10) days of the receipt of such Tax Return.

Proration of Property Taxes. The Company Sellers shall be liable responsible for and shall promptly pay when due all ad valorem, personal property, and similar Property Taxes levied with respect to the Purchased Assets attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Pre-Closing Tax Returns, for the Taxable periods ending on or before the Closing DatePeriod. Purchaser shall be liable for and shall pay when due all ad valorem, personal property and similar All Property Taxes attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Tax Returns, for the Taxable periods ending after the Closing Date; provided, however, that the Company shall be liable for and shall pay all Taxes due levied with respect to such Tax Returns relating to the pre-Closing Date portion of any Taxable period that includes but ends after Purchased Assets for the Closing Date without duplication of any amounts taken into account under Section 3.2. Such Tax liabilities Straddle Period shall be calculated apportioned between Purchaser and the Sellers based on the number of days of such Straddle Period included in the Taxable period ending on or before Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon the later of the Closing Date and the number receipt of days in any xxxx for such Property Taxes, Purchaser or the Taxable period after the Closing Date (Sellers, as the case may be) as compared applicable, shall present a statement to the total number other setting forth the amount of days in reimbursement to which each is entitled under this Section 6.3 together with such supporting evidence as is reasonably necessary to calculate the entire Taxable periodproration amount. Whichever party is responsible for The proration amount shall be paid by the filing of any such Tax Return hereunder shall bear all costs associated with the filing of such Tax Return. Such party shall further have all available rights Party owing it to contest the Tax (and the other party shall provide reasonable cooperation and assistance at the sole expense and cost of the requesting party); provided, however, that in the case of any Tax Return relating to a Taxable period that includes but does not end on the Closing Date, Purchaser shall provide the Company with a copy of such Tax Return within twenty (20) days prior to the date Purchaser intends to file such Tax Return. Purchaser shall revise such Tax Return to reflect the Company’s reasonable comments, if any, provided that the Company provides such changes in writing to Purchaser within ten (10) days of the receipt after delivery of such Tax Returnstatement. In the event that Purchaser or any Seller makes any payment for which it is entitled to reimbursement under this Section 6.3, the applicable Party shall make such reimbursement promptly but in no event later than ten (10) 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.

Proration of Property Taxes. The Company Any ad valorem and property taxes assessed against or pertaining to the Assets for the Tax period which includes the Closing Date (“Closing Period”) shall be liable for prorated between the Seller and shall pay when due all ad valorem, personal property, and similar Taxes attributable to the ownership or the operation Buyer as of the Purchased Assets, Closing Date in accordance with this Section 5.4. The amount of ad valorem and shall timely file any related Tax Returns, for the Taxable periods ending on or before the Closing Date. Purchaser shall be liable for and shall pay when due all ad valorem, personal property and similar Taxes attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Tax Returns, for the Taxable periods ending after the Closing Date; provided, however, that the Company shall be liable for and shall pay all Taxes due with respect to such Tax Returns relating the Assets to be for the account of and allocated to the preSeller (“Pre-Closing Date portion Property Taxes”) shall be the product of any Taxable period that includes but ends after (i) such Taxes for the Closing Date without duplication Period, multiplied by (ii) a fraction, the numerator of any amounts taken into account under Section 3.2. Such Tax liabilities shall be calculated based on which is the number of days in the Taxable period ending on or before such Closing Period up to and including to the Closing Date Date, and the number denominator of days in the Taxable period after the Closing Date (as the case may be) as compared to which is the total number of days in the entire Taxable periodClosing Period, and the balance of such Taxes shall be for the account of and allocated to the Buyer. Whichever party is The amount of Pre-Closing Property Taxes shall be estimated based on the immediately preceding Tax period assessment. The Buyer shall be responsible for the filing payment to the appropriate Governmental Authority of any such Tax Return hereunder shall bear and all costs associated with the filing of such Tax Return. Such party shall further have all available rights to contest the Tax (ad valorem and the other party shall provide reasonable cooperation and assistance at the sole expense and cost of the requesting party); provided, however, that in the case of any Tax Return relating to a Taxable period that includes but does not end on property Taxes for the Closing Date, Purchaser shall provide the Company with a copy of Period when such Tax Return within twenty (20) days prior to the date Purchaser intends to file such Tax Return. Purchaser shall revise such Tax Return to reflect the Company’s reasonable comments, if any, Taxes become due and owing; provided that the Company provides estimate of the Seller’s liability for such changes Pre-Closing Property Taxes shall be an adjustment to the Purchase Price to be paid at Closing. When the actual amount of ad valorem and property Taxes estimated under this Section 5.4 is known, the Buyer shall advise the Seller of the proportionate share of actual ad valorem and property Taxes which constitute the Pre-Closing Property Taxes and furnish the Buyer with reasonably supporting documents evidencing the actual amount of such Taxes. If the estimate of Pre-Closing Property Taxes made pursuant to this Section 5.4 was less than the actual property taxes, the Seller shall pay in writing cash to Purchaser the Buyer such deficiency within ten thirty (1030) days of the receipt of such Tax Returnnotice and reasonably supporting documents, and if such estimate was more than the actual Pre-Closing Property Taxes, the Buyer shall, at the time such notice is given (which shall be no later than thirty (30) days from the Buyer’s receipt of documentation evidencing the actual amount of ad valorem and property Taxes for the Closing Period), refund such excess in cash to the Seller.

Proration of Property Taxes. The Company Any ad valorem and property Taxes assessed against or pertaining to the Purchased Assets for the Tax period that includes the Closing Date (“Straddle Period”) shall be liable for and shall pay when due all ad valoremprorated between Buyer, personal propertyon one hand, and similar Taxes attributable to Sellers, on the ownership or the operation other hand, as of the Purchased Assets, Closing Date in accordance with this Section 6.7. The amount of ad valorem and shall timely file any related Tax Returns, for the Taxable periods ending on or before the Closing Date. Purchaser shall be liable for and shall pay when due all ad valorem, personal property and similar Taxes attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Tax Returns, for the Taxable periods ending after the Closing Date; provided, however, that the Company shall be liable for and shall pay all Taxes due with respect to such Tax Returns relating the Purchased Assets to be for the preaccount of and allocated to Sellers (“Pre-Closing Date portion of any Taxable period that includes but ends after the Closing Date without duplication of any amounts taken into account under Section 3.2. Such Tax liabilities Property Taxes”) shall be calculated based on the product of (i) such Taxes for the Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days in the Taxable period ending on or before such Straddle Period up to and including to the Closing Date Date, and the number denominator of days in the Taxable period after the Closing Date (as the case may be) as compared to which is the total number of days in the entire Taxable periodStraddle Period, and the balance of such Taxes shall be for the account of and allocated to Buyer. Whichever party is The amount of Pre-Closing Property Taxes shall be estimated based on the immediately preceding Tax period assessment. Buyer shall be responsible for the filing payment to the appropriate Governmental Entity of any and all ad valorem and property Taxes for the Straddle Period when such Tax Return hereunder shall bear all costs associated with the filing of such Tax Return. Such party shall further have all available rights to contest the Tax (Taxes become due and the other party shall provide reasonable cooperation and assistance at the sole expense and cost of the requesting party)owing; provided, however, that in the case of any Tax Return relating to a Taxable period that includes but does not end on the Closing Date, Purchaser shall provide the Company with a copy of such Tax Return within twenty (20) days prior to the date Purchaser intends to file such Tax Return. Purchaser shall revise such Tax Return to reflect the Company’s reasonable comments, if any, provided that the Company provides estimate of Sellers’ liability for such changes Pre-Closing Property Taxes shall be an adjustment to the Purchase Price to be paid at Closing. When the actual amount of ad valorem and property Taxes estimated under this Section 6.7 is known, Buyer shall advise Sellers of the proportionate share of actual ad valorem and property Taxes that constitute the Pre-Closing Property Taxes and furnish Sellers with reasonably supporting documents evidencing the actual amount of such Taxes. If the estimate of Pre-Closing Property Taxes made pursuant to this Section 6.7 was less than the actual Pre-Closing Property Taxes, Sellers shall pay in writing cash to Purchaser Buyer such deficiency within ten thirty (1030) days of the receipt of such Tax Returnnotice and reasonably supporting documents, and if such estimate was more than the actual Pre-Closing Property Taxes, Buyer shall, at the time such notice is given (which shall be no later than thirty (30) days from Buyer’s receipt of documentation evidencing the actual amount of ad valorem and property Taxes for the Closing Period), refund such excess in cash to Sellers.