Proration of Taxes at Closing Clause Samples

The Proration of Taxes at Closing clause determines how property taxes are divided between the buyer and seller when a real estate transaction is finalized. Typically, this clause ensures that each party is responsible for the portion of taxes corresponding to their period of ownership during the tax year. For example, if the property is sold halfway through the year, the seller pays taxes for the first half, and the buyer pays for the second half. This clause ensures a fair allocation of tax liabilities, preventing either party from overpaying or underpaying property taxes due to the timing of the sale.
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Proration of Taxes at Closing. All non-delinquent real estate taxes and special assessments, if any, assessed against the Property shall be prorated between Seller and Purchaser as of the Closing Date in the customary fashion, based upon the actual current tax ▇▇▇▇. If the most recent tax ▇▇▇▇ received by Seller before the Closing Date is not the actual current tax ▇▇▇▇, then Seller and Purchaser shall initially prorate the real estate taxes at the Closing by applying the tax rate indicated on the most recent tax ▇▇▇▇ received by Seller to the latest assessed valuation, and shall re-prorate the real estate taxes retroactively at the Final Closing Adjustment. All real estate taxes accruing before the Closing Date shall be the obligation of Seller and all real estate taxes accruing on and after the Closing Date shall be the obligation of Purchaser. Any delinquent real estate taxes assessed against the Property shall be paid (together with any interest and penalties) by Seller at the Closing. Any general or special assessments, if any, assessed against the Property for work which has been completed prior to the Closing shall be paid for in full by Seller at or prior to the Closing; provided, however that if any such assessment is payable in installments, Seller shall pay all of such installments due through the day prior to the Closing, and Purchaser shall be responsible for the balance of such installments. All other assessments shall be paid by Purchaser when due (and if due prior to Closing, shall be paid at or prior to Closing).
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Proration of Taxes at Closing. All Real Estate taxes assessed against the Property (other than any fines or penalties, the payment of which on or before Closing shall be the responsibility of Seller solely), shall be prorated, as between Seller and Purchaser, as of the Closing Date as follows: the 2005 tax ▇▇▇▇ shall be prorated, as between Seller and Purchaser, based upon the actual current tax ▇▇▇▇ and the number of days the Real Property was owned by Seller and Purchaser, respectively, during the Calendar Year of Proration. If the most recent tax ▇▇▇▇ received by Seller before the Closing is not the actual current tax ▇▇▇▇, then Seller and Purchaser shall initially prorate the Real Estate taxes at the Closing by applying one hundred percent (100%) of the tax rate for the period covered by the most current available tax ▇▇▇▇ to the latest assessed valuation, and shall re-prorate the Real Estate Taxes retroactively at the Final Closing Adjustment.
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Proration of Taxes at Closing. All Real Estate Taxes assessed against the Property (other than any fines or penalties, the payment of which on or before Closing shall be the responsibility of Sellers solely), shall be prorated, as between Sellers and Purchaser, as of the Closing Date as follows: the tax ▇▇▇▇ for Real Estate Taxes accruing (whether or not payable) during the 2005 calendar year shall be prorated as between Sellers and Purchaser, based upon the actual current tax ▇▇▇▇ and the number of days the Subject Interests were owned by Sellers and Purchaser, respectively, during the Calendar Year of Proration. If the most recent tax ▇▇▇▇ received by Owner before the Closing is not the tax ▇▇▇▇ for Real Estate Taxes accruing (whether or not payable) during the 2005 calendar year, then Sellers and Purchaser shall initially prorate the Real Estate Taxes at the Closing by applying one hundred percent (100%) of the tax rate for the period covered by the most current available tax ▇▇▇▇ to the latest assessed valuation, and shall re-prorate the Real Estate Taxes retroactively at the Final Closing Adjustment. All unpaid Real Estate Taxes accruing for any period of time prior to calendar year 2005 shall be charged to Sellers and credited to Purchaser at Closing.
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Proration of Taxes at Closing. All non-delinquent real estate taxes assessed against the Property shall be prorated between Seller and Purchaser, based upon the actual current tax ▇▇▇▇. If the most recent tax ▇▇▇▇ received by Seller before the Closing Date is not the actual current tax ▇▇▇▇, then Seller and Purchaser shall initially prorate the real estate taxes at the Closing by applying the most recent tax assessment rate established by the District of Columbia to the latest assessed valuation established by the District of Columbia for tax purposes (which may be from a notice of assessment or the most recent tax ▇▇▇▇), and shall reprorate the real estate taxes retroactively at the Final Closing Adjustment. All real estate taxes accruing before the Closing Date (no matter when assessed or levied) shall be the obligation of Seller and all real estate taxes accruing on and after the Closing Date shall be the obligation of Purchaser. Any delinquent real estate taxes assessed against the Property shall be paid (together with any interest and penalties) by Seller at the Closing.
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Proration of Taxes at Closing. All non-delinquent real estate taxes assessed against the Real Property shall be prorated between Seller and Purchaser on an accrual basis, based upon the actual current tax ▇▇▇▇. If the most recent tax ▇▇▇▇ received by Seller before the Closing Date is not the actual current tax ▇▇▇▇, then Seller and Purchaser shall initially prorate the real estate taxes at the Closing by applying 110% of the tax rate indicated on the most recent tax ▇▇▇▇ received by Seller to the latest assessed valuation, and shall reprorate the real estate taxes retroactively during reconciliation under Section 9.5. All real estate taxes accruing before the Closing Date shall be the obligation of Seller and all real estate taxes accruing on and after the Closing Date shall be the obligation of Purchaser. Any delinquent real estate taxes assessed against the Real Property shall be paid (together with any interest and penalties) by Seller at the Closing.
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Proration of Taxes at Closing. All non-delinquent real estate taxes assessed against the Real Property shall be prorated between Seller and Purchaser on an accrual basis, based upon the actual current tax ▇▇▇▇. If the most recent tax ▇▇▇▇ received by Seller before the Closing Date is not the actual current tax ▇▇▇▇, then Seller and Purchaser shall initially prorate the real estate taxes at the Closing by applying 110% of the tax rate indicated on the most recent tax ▇▇▇▇ received by Seller to the latest assessed
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Proration of Taxes at Closing. All Real Estate Taxes shall be prorated between Seller and Purchaser on an accrual basis, based upon the most recent ▇▇▇▇ provided that, in the event any Real Estate Taxes may be paid in installments, the same shall be prorated over the longest period of time payments are permitted by law. If the most recent ▇▇▇▇ received by Seller before the Closing Date is not the actual (as opposed to estimated) current tax ▇▇▇▇, then Seller and Purchaser shall initially prorate the Real Estate Taxes at the Closing by using the most current available tax ▇▇▇▇ and shall reprorate the Real Estate Taxes retroactively at the time the actual current tax ▇▇▇▇ is available. All Real Estate Taxes accruing before the Closing Date shall be the obligation of Seller and all Real Estate Taxes accruing on and after the Closing Date shall be the obligation of Purchaser. In the event that Seller has prepaid any Real Estate Taxes to the municipality in which the Property is located, Seller shall be entitled to a credit from Purchaser therefor at Closing.
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Related to Proration of Taxes at Closing

  • Proration of Taxes For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

  • Allocation of Taxes For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

  • Collection of Taxes, Assessments and Similar Items; Escrow Accounts (a) To the extent required by the related Mortgage Note and not violative of current law, the Master Servicer shall establish and maintain one or more accounts (each, an "Escrow Account") and deposit and retain therein all collections from the Mortgagors (or advances by the Master Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law. (b) Withdrawals of amounts so collected from the Escrow Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, condominium or PUD association dues, or comparable items, to reimburse the Master Servicer out of related collections for any payments made pursuant to Sections 3.01 hereof (with respect to taxes and assessments and insurance premiums) and 3.09 hereof (with respect to hazard insurance), to refund to any Mortgagors any sums determined to be overages, to pay interest, if required by law or the terms of the related Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account or to clear and terminate the Escrow Account at the termination of this Agreement in accordance with Section 9.01 hereof. The Escrow Accounts shall not be a part of the Trust Fund. (c) The Master Servicer shall advance any payments referred to in Section 3.06(a) that are not timely paid by the Mortgagors on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise.

  • Collection of Taxes, Assessments and Similar Items (a) To the extent provided in the applicable Servicing Agreement, the Master Servicer shall cause each Servicer to establish and maintain one or more custodial accounts at a depository institution (which may be a depository institution with which the Master Servicer or any Servicer establishes accounts in the ordinary course of its servicing activities), the accounts of which are insured to the maximum extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein any collections of amounts received with respect to amounts due for taxes, assessments, water rates, standard hazard insurance policy premiums, Payaheads, if applicable, or any comparable items for the account of the Mortgagors. Withdrawals from any Escrow Account may be made (to the extent amounts have been escrowed for such purpose) only in accordance with the applicable Servicing Agreement. Each Servicer shall be entitled to all investment income not required to be paid to Mortgagors on any Escrow Account maintained by such Servicer. The Master Servicer shall make (or cause to be made) to the extent provided in the applicable Servicing Agreement advances to the extent necessary in order to effect timely payment of taxes, water rates, assessments, Standard Hazard Insurance Policy premiums or comparable items in connection with the related Mortgage Loan (to the extent that the Mortgagor is required, but fails, to pay such items), provided that it or the applicable Servicer has determined that the funds so advanced are recoverable from escrow payments, reimbursement pursuant to Section 4.02 or otherwise. (b) Costs incurred by the Master Servicer or by any Servicer in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans may be added to the amount owing under the related Mortgage Note where the terms of the Mortgage Note so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders. Such costs, to the extent that they are unanticipated, extraordinary costs, and not ordinary or routine costs shall be recoverable as a Servicing Advance by the Master Servicer pursuant to Section 4.02.

  • Apportionment of Taxes If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.