Common use of Proration of Taxes Clause in Contracts

Proration of Taxes. All real property Taxes, personal property Taxes and other similar ad valorem Taxes (“Property Taxes”) relating to the any of the Purchased Assets shall be prorated as of the Closing Date for the applicable Tax period that includes the Closing Date between the Seller and the Buyer. The amount of Property Taxes allocable to the Seller shall be equal to the amount of Tax for the period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the period through the Closing Date and the denominator of which shall be the number of days in the period. The amount of Property Taxes allocable to the Buyer shall be equal to the amount of Tax or other charge for the period multiplied by a fraction, the numerator of which shall be the number of days after the Closing Date and the denominator of which shall be the number of days in the period. All other Taxes shall be allocated as of the Closing Date for the applicable Tax period that includes the Closing Date based on a closing of the books method. In the event that any party pays a Tax for which the other party is obligated in whole or in part under this Section 4.4(b), the former shall present the latter with a statement setting forth the latter’s proportionate share, and the latter shall promptly pay such proportionate share to the former. For purposes of this Section 4.4(b), any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the applicable Tax period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to such Tax period times a fraction, the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in such Tax period.

Proration of Taxes. All real property Taxes, personal property Seller shall be responsible for all Taxes and other similar ad valorem attributable to the ownership or operation of the Assets for any period or portion thereof ending on or before the Effective Time. Buyer shall be responsible for all Taxes attributable to the ownership or operation of the Assets for any period or portion thereof beginning on or after the Effective Time. Asset Taxes assessed against the Assets with respect to the Tax period in which the Effective Time occurs (“Property TaxesCurrent Tax Period”) relating to ), but excluding Asset Taxes which are based on quantity of or the any value of the Purchased Assets production of Hydrocarbons, shall be prorated apportioned between Seller and Buyer as of the Closing Date Effective Time with (a) Seller being obligated to pay a proportionate share of the actual amount of such Taxes for the applicable Current Tax period that includes the Closing Date between the Seller and the Buyer. The amount of Property Taxes allocable to the Seller shall be equal to the amount of Tax for the period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the period through the Closing Date and the denominator of which shall be the number of days in the period. The amount of Property Taxes allocable to the Buyer shall be equal to the amount of Tax or other charge for the period multiplied by a fraction, the numerator of which shall be the number of days after the Closing Date and the denominator of which shall be the number of days in the period. All other Taxes shall be allocated as of the Closing Date for the applicable Tax period that includes the Closing Date based on a closing of the books method. In the event that any party pays a Tax for which the other party is obligated in whole or in part under this Section 4.4(b), the former shall present the latter with a statement setting forth the latter’s proportionate share, and the latter shall promptly pay such proportionate share to the former. For purposes of this Section 4.4(b), any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the applicable Tax period ending on the Closing Date on a pro rata basis Period determined by multiplying the total amount of such item allocated to such Tax period times actual Taxes by a fraction, the numerator of which is the number of calendar days in the portion of Current Tax Period prior to the Tax period ending on the Closing Date Effective Time and the denominator of which is the total number of calendar days in the Current Tax Period and (b) Buyer being obligated to pay a proportionate share of the actual amount of such Taxes for the Current Tax periodPeriod determined by multiplying such actual Taxes by a fraction, the numerator of which is the number of days (including the Effective Time) in the Current Tax Period on and after the Effective Time and the denominator of which is the total number of days in the Current Tax Period. Asset Taxes which are based on quantity of or the value of production of Hydrocarbons shall be apportioned between Seller and Buyer based on the number of units or value of production actually produced, as applicable, before, and at or after, the Effective Time. In the event that Buyer or Seller makes any payment for which the other Party is responsible under this Article 12 and such payment has not been taken into account in Section 2.4, such other Party shall reimburse the paying Party 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 paying Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the reimbursement.

Proration of Taxes. All ad valorem Taxes, real property Taxes, personal property Taxes and other similar ad valorem Taxes (“Property Taxes”) relating obligations attributable to the any of Interests with respect to the Purchased Assets tax period in which the Effective Time occurs (the "current tax period") shall be prorated apportioned between Seller and Buyer as of the Closing Date Effective Time with Seller being obligated to pay a proportionate share of the actual amount of such Taxes for the applicable Tax current tax period that includes the Closing Date between the Seller and the Buyer. The amount of Property Taxes allocable to the Seller shall be equal to the amount of Tax for the period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the period through the Closing Date and the denominator of which shall be the number of days in the period. The amount of Property Taxes allocable to the Buyer shall be equal to the amount of Tax or other charge for the period multiplied by a fraction, the numerator of which shall be the number of days after the Closing Date and the denominator of which shall be the number of days in the period. All other Taxes shall be allocated as of the Closing Date for the applicable Tax period that includes the Closing Date based on a closing of the books method. In the event that any party pays a Tax for which the other party is obligated in whole or in part under this Section 4.4(b), the former shall present the latter with a statement setting forth the latter’s proportionate share, and the latter shall promptly pay such proportionate share to the former. For purposes of this Section 4.4(b), any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the applicable Tax period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to such Tax period times actual Taxes by a fraction, the numerator of which is the number of calendar days in the portion of current tax period prior to the Tax period ending on the Closing Date Effective Time and the denominator of which is the total number of calendar days in the current tax period. An estimate of Seller's share of such Tax actual Taxes for the current tax period shall be based on the immediately preceding tax period assessment, and the Base Purchase Price paid at Closing shall be reduced by the amount of such estimated Taxes owed by Seller for that portion of the current tax period prior to the Effective Time. When the actual amount of any such Taxes for the current tax period is known, Buyer shall promptly advise Seller of the proportionate share of such actual Taxes for which Seller is obligated. If the estimate of Seller's share of such actual Taxes made pursuant to this Section was less than Seller's share of such actual Taxes, Seller shall pay Buyer such deficiency within 10 days of receipt of such notice, and if such estimate was more than Seller's share of such actual Taxes, Buyer will refund such excess to Seller at the time such notice is given. Except for the ad valorem Taxes, real property Taxes, and similar obligations for the current tax period which are prorated between Buyer and Seller pursuant to this Section, (i) Seller shall be obligated for, and shall indemnify Buyer and its Affiliates from and against, all other Taxes relating to the ownership of the Interests or conduct of the Business which are attributable to the period prior to the Effective Time, all Claims with respect to such other Taxes, and all Claims with respect to Seller's share of Taxes for the current tax period and (ii) Buyer shall be obligated for, and shall indemnify Seller and its Affiliates from and against, all other Taxes relating to the ownership of the Interests or conduct of the Business which are attributable to the period forward after the Effective Time, all Claims with respect to such other Taxes and all Claims with respect to Buyer's share of Taxes for the current tax period. Except as specifically provided in this Section 24 or in Section 27, Buyer is not assuming responsibility for any Taxes for which Seller or any of its Affiliates are liable and, subject to that exception, (i) Seller shall defend, indemnify and hold harmless Buyer from and against all Taxes for which Seller is liable and (ii) Buyer shall defend, indemnify and hold harmless Seller from and against all Taxes for which Buyer is liable.

Proration of Taxes. All real property Taxes, personal property Taxes and other similar ad valorem obligations levied with respect to the Huntsville Business or the Sold Assets for a Straddle Period, whether such Taxes are payable to a Governmental Authority, a landlord or other third party (“Property Periodic Taxes”) relating to the any of the Purchased Assets shall be prorated apportioned between Sections 5.3(b) and 5.3(c) as of the Closing Date for the applicable Tax period that includes the Closing Date between the Seller and the Buyer. The amount of Property Taxes allocable to the Seller shall be equal to the amount of Tax for the period multiplied by a fractionbased upon, the numerator of which shall be the number of days from the beginning of the period through the Closing Date and the denominator of which shall be the number of days in the period. The amount of Property Taxes allocable to the Buyer shall be equal to the amount of Tax or other charge for the period multiplied by a fractionrespectively, the numerator of which shall be the number of days after the Closing Date and the denominator of which shall be the number of days in the period. All other Taxes shall be allocated as of the Closing Date for the applicable Tax period that includes the Closing Date based on a closing of the books method. In the event that any party pays a Tax for which the other party is obligated in whole or in part under this Section 4.4(b), the former shall present the latter with a statement setting forth the latter’s proportionate share, and the latter shall promptly pay such proportionate share to the former. For purposes of this Section 4.4(b), any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the applicable Tax period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to such Tax period times a fraction, the numerator of which is the number of calendar days in the portion of the Tax period such Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the portion of such Straddle Period commencing on the day following the Closing Date. Such prorations shall be based upon the most recent available Tax statement and latest Tax valuation. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. The Seller shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Huntsville Business and the Sold Assets that are required to be filed on or prior to the Closing Date, and the Buyer shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Huntsville Business and the Sold Assets required to be filed after the Closing Date. The portion of any Periodic Taxes which were paid by Seller in advance but relate to portion of the Straddle Period commencing on the day after the Closing Date will be treated as a prepaid current asset on the Closing Balance Sheet, and the portion of any Periodic Taxes which relate to a portion of the Straddle Period ending on or prior to the Closing Date but which are required to be paid by Buyer after the Closing Date, will be treated as a accrued current liability on the Closing Balance Sheet.

Proration of Taxes. All real property Taxesestate ad valorem taxes, general assessments and special assessments and all personal property Taxes and other similar ad valorem Taxes taxes assessed against the Hotel (generically “Property Real Estate Taxes”) relating to for the any of the Purchased Assets tax year in which Closing occurs shall be prorated between Buyer and Seller as of the Closing Date Date. Seller shall be responsible for any special assessments levied against the Hotel and payable for any years prior to the tax fiscal year in which the Closing occurs plus a pro rata share of such assessments payable for the applicable Tax period that includes tax fiscal year in which the Closing Date occurs, and Buyer shall be responsible for all subsequent assessments, including a pro rata share of such assessments payable for the tax fiscal year in which the Closing occurs. If the real property tax rate, personal property tax rate or any assessment has not been set for the tax year in which the Closing occurs, then the proration of such real property tax, personal property tax or assessment shall be based on the tax xxxx for the preceding tax year for such tax or assessment which has not been set for the tax year in which the Closing occurs, and such proration shall be adjusted between the Seller and Buyer upon presentation of written evidence that the Buyeractual taxes or assessment paid (determined as of the date such taxes or assessment are actually paid) for the tax year in which the Closing occurs differ from the amounts used at Closing. The amount of Property Taxes allocable any tax refunds (net of attorneys’ fees and other costs reasonably incurred by Seller in seeking such a reduction) with respect to any portion of the Hotel for all tax years prior to the Seller tax year in which the Closing occurs shall be equal allocated entirely to Seller and Buyer agrees to, at no cost to Buyer, reasonably cooperate with Seller in obtaining such refund and/or immediately delivering to Seller any such refund that Buyer may receive, on Seller's behalf, at any time subsequent to the amount of Tax for the period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the period through the Closing Date and the denominator of which shall be the number of days in the periodClosing. The amount of Property Taxes allocable any tax refunds (net of attorneys’ fees and other costs reasonably incurred by any Person in seeking such a reduction) with respect to any portion of the Hotel for the tax year in which the Closing occurs shall be apportioned between Seller and Buyer in the same manner as unpaid real estate taxes, personal property taxes and other assessments on the Hotel. The provisions of this Section 8.1 shall survive Closing. Except as provided in Section 8.2.1.4 Seller shall be responsible for room taxes, occupancy taxes, sales taxes, gross receipt taxes, and similar taxes imposed by any Governmental Authority (collectively, the “Operational Taxes”) accruing prior to the Cut-off Time and Buyer shall be equal to the amount of Tax or other charge responsible for the period multiplied by a fraction, the numerator of which shall be the number of days Operational Taxes accruing after the Closing Date and the denominator of which shall be the number of days in the period. All other Taxes shall be allocated as of the Closing Date for the applicable Tax period that includes the Closing Date based on a closing of the books method. In the event that any party pays a Tax for which the other party is obligated in whole or in part under this Section 4.4(b), the former shall present the latter with a statement setting forth the latter’s proportionate share, and the latter shall promptly pay such proportionate share to the formerCut-Off Time. For purposes of this Agreement, all of Operational Taxes (expressly excluding taxes and assessments covered by the first paragraph of this Section 4.4(b)8.1, any exemptioncorporate franchise taxes, deductionand federal, credit or other item (includingstate, without limitation, the effect of any graduated rates of Taxand local income taxes) that is calculated on an annual basis shall be allocated between Seller and Buyer such that those attributable to the portion period prior to the Cut-Off Time shall be allocable to Seller and those attributable to the period from and after the Cut-Off Time shall be allocable to Buyer (with the attribution of such taxes hereunder to be done in a manner consistent with the attribution under this Agreement of the applicable Tax period ending revenues on the Closing Date on a pro rata basis determined by multiplying the total amount of which such item allocated to such Tax period times a fraction, the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in such Tax periodtaxes may be based).

Proration of Taxes. All real property Taxes, and personal property Taxes and other similar ad valorem Taxes and all rents, utilities and other charges against, or payable by the owner of, any of the Assets relating to a time period beginning prior to, and ending after, the Closing shall be prorated (“Property Taxes”based on the most recent available tax statement, latest tax valuation and latest bills) as of the Closing. Amounts relating to the any of the Purchased Assets shall be prorated as of period on or prior to the Closing Date for the applicable Tax period that includes the Closing Date between the Seller and the Buyer. The amount of Property Taxes allocable to the Seller shall be equal to the amount of Tax for the period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the period through the Closing Date and the denominator of which shall be the number of days in the period. The amount of Property Taxes allocable to the Buyer shall be equal to the amount of Tax or other charge for the period multiplied by a fraction, the numerator of which shall be the number of days after the Closing Date and the denominator of which shall be the number of days in the period. All other Taxes shall be allocated as of the Closing Date for the applicable Tax period that includes the Closing Date based on a closing of the books method. In the event that any party pays a Tax for which the other party is obligated in whole or in part under this Section 4.4(b), the former shall present the latter with a statement setting forth the latter’s proportionate share, and the latter shall promptly pay such proportionate share to the former. For purposes of this Section 4.4(b), any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to and be the portion obligations of Seller, and amounts relating to the period subsequent to the Closing Date shall be allocated to and be the obligations of Buyer. If the Closing occurs before the tax rate is fixed for the then current fiscal or calendar year, whichever is applicable, the proration of the applicable Tax corresponding Taxes shall be estimated on the basis of the tax rate for the last preceding year applied to the latest assessed valuation. The Seller’s estimated accrued liability (to the Closing) for any of the above-described Taxes and charges that are due and payable after the Closing, to the extent practicable, shall be made as a credit against the amount payable at the Closing by the Buyer. To the extent the Seller or any its Affiliates has paid or does pay any of the above-described Taxes and charges relating to the period ending subsequent to the Closing Date, Buyer shall promptly reimburse the Seller in full therefor (including, to the extent practicable, as an addition to the amount payable at the Closing by the Buyer). As to those prorations of Taxes and other charges which are not capable of being ascertained on or prior to the Closing Date (or which were estimated on the Closing Date Date), such prorations shall be payable by the Seller to the Buyer, or by the Buyer to the Seller, as applicable, as an adjustment to the Purchase Price within ninety (90) days of date on a pro rata basis determined by multiplying which the total amount of such item allocated to such Tax period times a fraction, the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in such Tax periodactual amounts become known.

Proration of Taxes. All real property TaxesFor purposes of determining the Taxes that relate to any Pre-Closing Tax Period or the portions of any Straddle Period, personal property the parties agree to use the following rules: (i) Taxes and in the form of interest, penalties, additions to Tax or other similar ad valorem additional amounts that relate to Taxes (“Property Taxes”) relating to the for any of the Purchased Assets shall be prorated as of period ending on the Closing Date for (or the applicable Tax portion of any Straddle Period ending on the Closing Date) shall be treated as occurring in a period that includes ending on the Closing Date between (or the Seller and portion of the Buyer. The amount Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date; 48 (ii) With respect to Taxes that are payable with respect to any Straddle Period, the portion of Property Taxes allocable any such Tax that is attributable to the Seller shall be equal to the amount of Tax for the period multiplied by a fraction, the numerator of which shall be the number of days from the beginning portion of the period through Straddle Period ending on the Closing Date and the denominator of which shall be the number of days be: (A) in the period. The amount case of Property Taxes allocable to the Buyer shall be equal to the amount measured by, or imposed on, net income or any other Taxes resulting from, or imposed on, sales, receipts, uses, transfers or assignments of Tax property or other charge for the period multiplied by a fractionassets, the numerator of which shall be the number of days after the Closing Date and the denominator of which shall be the number of days in the period. All payments or accruals to other Taxes shall be allocated as of the Closing Date for the applicable Tax period that includes the Closing Date based on a closing of the books method. In the event that any party pays a Tax for which the other party is obligated in whole or in part under this Section 4.4(b), the former shall present the latter with a statement setting forth the latter’s proportionate share, and the latter shall promptly pay such proportionate share to the former. For purposes of this Section 4.4(b), any exemption, deduction, credit or other item persons (including, without limitation, wages), or any other similar transaction or transactions, the effect of any graduated rates of Tax) amount that is calculated on an annual basis shall would be allocated to payable for the portion of the applicable Tax period Straddle Period ending on the Closing Date if the Company filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on a pro rata basis determined by multiplying the total Closing Date; and (B) in the case of all other Taxes, an amount equal to the amount of such item allocated to such Tax period times Taxes for the entire Straddle Period multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Tax 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 (A) above, any item determined on an annual or periodic basis (including amortization and depreciation deductions and the affects 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 Tax period.portion of the Straddle Period as compared to the number of days in the entire Straddle Period. (f)

Proration of Taxes. All Sellers shall bear all real property Taxes, personal property Taxes and other similar ad valorem Taxes (“Property Taxes”) relating obligations levied with respect to the any of Business, the Purchased Assets shall be prorated as of and the Assumed Liabilities (individually or in the aggregate) for any taxable period ending on or before the Closing Date irrespective of the reporting and payment dates of such taxes. Liability for real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the applicable Tax period that includes Business, the Closing Date Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for a Straddle Period shall be apportioned between the Seller Sellers and the Buyer. The amount of Property Taxes allocable to Purchaser (the Seller shall be equal to the amount of Tax for the period multiplied by a fraction, the numerator of which shall be "Apportioned Obligations") based on the number of days from the beginning of such Straddle Period included in the period through ending on and including the Closing Date and the denominator of which shall be the number of days of such Straddle Period included in the periodperiod after the Closing Date. The Sellers shall be liable for the proportionate amount of Property Taxes allocable such Apportioned Obligations that is attributable to the Buyer such pre-Closing portion of such Straddle Period. The Purchaser shall be equal to liable for the proportionate amount of Tax or other charge for the period multiplied by a fractionsuch Apportioned Obligations that is attributable to such post-Closing portion of such Straddle Period, the numerator of which Purchaser shall be responsible for all such Taxes for taxable periods beginning after the number of days Closing Date. With respect to Taxes described in this Section 8,1, Sellers shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. For puiposes of allocating all other Taxes ("Non- Apportioned Items") with respect to the Business, Purchased Assets and the denominator of which shall be the number of days in the period. All other Assumed Liabilities for any Straddle Period, such Taxes shall be allocated as between the pre-Closing portion of such Straddle Period and the post-Closing Date for the applicable Tax period that includes the Closing Date portion of such Straddle Period based on a an interim closing of the books methodat the end of the day on the Closing Date. In The Sellers shall bear any respective Non- Apportioned Items allocable to the event that pre-Closing portion of any party pays a Straddle Period and any other unpaid Taxes with respect to the Business, Purchased Assets and the Assumed Liabilities for Tax periods ending on or prior to the Closing Date. If one Party remits to the appropriate Governmental Entity payment for Taxes, which the other party is obligated in whole or in part are subject to proration under this Section 4.4(b)6,1 and such payment includes the other Party's share of such Taxes, the former shall present the latter with a statement setting forth the latter’s proportionate share, and the latter such other Party shall promptly pay such proportionate reimburse the remitting Party for its share to the former. For purposes of this Section 4.4(b), any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the applicable Tax period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to such Tax period times a fraction, the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in such Tax periodTaxes.