Common use of Proration of Taxes and Certain Charges Clause in Contracts

Proration of Taxes and Certain Charges. (a) All real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any taxable period that includes the day before the date of the Closing and ends after the date of the Closing, whether imposed or assessed before or after the date of the Closing, shall be prorated between the Seller and the Purchaser as of 11:59 p.m. (local time) on the date of the Closing. If any Taxes subject to proration are paid by Purchaser, on the one hand, or Seller, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc), Asset Purchase Agreement (Infrasource Services Inc)

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Proration of Taxes and Certain Charges. (a) All real property Except as otherwise expressly provided in this Agreement, all Real Property Taxes, personal property Personal Property Taxes or similar ad valorem obligations levied with respect to the Purchased Acquired Assets for any taxable period that includes the day before the date of the Closing Date and ends after the date of the ClosingClosing Date, whether imposed or assessed before or after the date of the ClosingClosing Date, shall be prorated on a per diem basis between the Seller and the Purchaser Buyer as of 11:59 p.m. (local time) 12:01 A.M. on the date of the ClosingClosing Date. If any Taxes subject to proration are paid by PurchaserBuyer, on the one hand, or Seller, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).

Appears in 1 contract

Samples: Asset Purchase Agreement (Propex Fabrics Inc.)

Proration of Taxes and Certain Charges. (a) All Except as provided in this Section 5.08, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any taxable period that includes the day before the date of the Closing Date and ends after the date of the ClosingClosing Date , whether imposed or assessed before or after the date of the ClosingClosing Date, shall be prorated between the Seller Sellers and the Purchaser as of 11:59 p.m. (local time) 12:01 A.M. New York time on the date of the ClosingClosing Date. If any Taxes subject to proration are paid by the Purchaser, on the one hand, or Sellerthe Sellers, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).

Appears in 1 contract

Samples: Asset Purchase Agreement (Pope & Talbot Inc /De/)

Proration of Taxes and Certain Charges. (a) All Except as provided in this Section 5.17, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any taxable period that includes the day before the date of the Closing Date and ends after the date of the ClosingClosing Date, whether imposed or assessed before or after the date of the ClosingClosing Date, shall be prorated between the Seller Sellers and the Purchaser as of 11:59 p.m. (local time) 12:01 A.M. New York time on the date of the ClosingClosing Date. If any Taxes subject to proration are paid by the Purchaser, on the one hand, or Sellerthe Sellers, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).

Appears in 1 contract

Samples: Asset Purchase Agreement (Pope & Talbot Inc /De/)

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Proration of Taxes and Certain Charges. (a) All Except as provided in Section 6.16, all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets Smart Shirts Business for any taxable period that includes the day before the date of the Closing and ends after the date of the Closing, whether imposed or assessed before or after the date of the Closing, shall be prorated between the Seller Parent and the Purchaser as of 11:59 p.m. (local time) 12:01 a.m. on the date of the Closing. If any Taxes subject to proration are paid by Purchaser, on the one hand, or SellerSeller Parent, on the other hand, the proportionate amount of such Taxes paid (or in the event a refund of any portion of such Taxes previously paid is received, such refund) shall be paid promptly by (or to) the other after the payment of such Taxes (or promptly following the receipt of any such refund).

Appears in 1 contract

Samples: Share Purchase Agreement (Kellwood Co)

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