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

Proration of Taxes and Certain Charges. (a) Except as provided in Section 5.15, all Property Taxes levied with respect to the Purchased Assets for any Straddle Period, whether imposed or assessed in the Pre-Closing Tax Period or Post-Closing Tax Period, shall be prorated between the Seller and the Purchaser as of 12:01 A.M. on the day after 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).

Proration of Taxes and Certain Charges. (a) Except as provided in Section 5.156.9, all Property real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any Straddle Periodtaxable period that includes the day before the Closing Date and ends after the Closing Date, whether imposed or assessed in before or after the Pre-Closing Tax Period or Post-Closing Tax PeriodDate, shall be prorated between the Seller Sellers and the Purchaser Buyer as of 12:01 A.M. on the day after the date of the ClosingClosing Date. If any Taxes subject to proration are paid by PurchaserBuyer, on the one hand, or SellerSellers, 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).