Real and Personal Property Taxes. (A) All general and special real and personal property taxes and assessments (collectively, the “Taxes”), based on the regular tax bill for the current fiscal year (or, if such tax bill has not been issued as of the date of the Closing, the regular tax bill for the fiscal year preceding the current fiscal year) shall be prorated between Seller and Buyer at the Closing as of the Proration Date. Without limiting the foregoing, any and all accrued and unpaid supplemental or special real property taxes or assessments that relate to any time period prior to the Proration Date shall be the responsibility of Seller and, if not paid prior to or at Closing, shall be credited to the Buyer at Closing, and any and all supplemental or special real property taxes or assessments that relate to any time period on or after the Proration Date shall be the responsibility of Buyer and if paid by Seller prior to or at Closing, shall be credited to Seller at Closing. Without limiting the foregoing, in the event any supplemental or special real property taxes or assessments are levied prior to Closing, but are due and payable in one or more installments subsequent to the Closing, such supplemental or special real property taxes or assessments shall be allocated on a pro rata basis over the applicable payment period in question and prorated between Seller and Buyer as of the Proration Date. Notwithstanding any of the terms and conditions to the contrary contained in this Section 11.2(a)(iii), in the event any such Taxes are paid for directly by the Tenants to the applicable taxing authorities, such Taxes shall be not prorated between Seller or Buyer
Real and Personal Property Taxes. All ad valorem taxes, real property taxes and personal property taxes ("Real and Personal Property Taxes") for the year in which the Effective Time occurs shall be apportioned as of the Effective Time between Seller and Buyer. Seller shall be liable for the portion of such Real and Personal Property Taxes based upon the number of days in the year occurring prior to the Effective Time, and Buyer shall be liable for the portion of such taxes based upon the number of days in the year occurring on and after the Effective Time. For any year in which an apportionment is required, Buyer shall file all required reports and returns incident to these taxes and shall remit to the appropriate taxing authorities all such taxes assessed for the year in which the Effective Time occurs that are not paid by Seller as of the closing Date. Seller shall pay to Buyer, at the time of buyer's remittance, Seller's share of such taxes to the extent such amounts were not credited to Buyer in calculating adjustments in the Purchase Price in Sections 2.1 or 2.2 (the "Adjusted Price").
Real and Personal Property Taxes. All real (including public utility realty tax) and personal property Taxes and assessments arising with respect to the Assets and any similar utility Taxes of any other jurisdiction shall be prorated between Buyer and Seller based on the relative periods of time the Assets were owned by each respective party or their respective Affiliates during the fiscal period for which such Taxes are imposed by the applicable taxing jurisdiction (as such fiscal period is or may be reflected on the bill rendered by such taxing jurisdiction, but in the case of Taxes imposed based on the specific day of ownership of assets or other specified standard not tied to a fiscal period, a fiscal period shall be deemed to be the three hundred sixty five (365) day period ending with such date). Upon receipt by Buyer of the tax bill, invoice or other statement regarding such real and personal property Taxes, Buyer shall calculate the pro rata share of such tax bill, invoice or other statement attributable to Buyer and Seller. To the extent such Taxes have not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement, Buyer then shall forward, as soon as practicable, to Seller a copy of such tax bill, invoice or statement along with the supporting documentation relating to the calculation of the pro rata share to Seller that had not otherwise been accrued or accounted for in the Base Statement or the Final Closing Statement. Seller then shall forward to Buyer payment of its pro rata share of such Taxes in immediately available funds as soon as practicable and in advance of the due date of the tax bill, invoice or statement and in time to avoid the incurrence of penalties, interest or other increases or additions to such Taxes. In the event Seller first receives a tax bill, invoice or statement relating to the Assets from a taxing authority, Seller shall promptly forward such tax bill, invoice or statement to Buyer.
Real and Personal Property Taxes. Real estate and personal property taxes and special assessments (“Taxes”) on the Property which are paid by the Company shall be prorated as of the Closing Date. If any Taxes for the calendar year in which the Closing occurs have not been determined on the Closing Date, the proration of Taxes shall be based upon the Taxes assessed against the Property for the calendar year immediately preceding the calendar year in which the Closing occurs, subject to any notice of reassessment which may have been received prior to Closing. After the actual amount of Taxes for the year of the Closing is known, and is different than the amount of Taxes used for prorations performed at Closing, Sellers and Buyer shall recalculate the prorated amount of the Taxes payable by each party. If the actual prorated amount of such Taxes payable by either party is greater than $2500 lower or higher than the prorated amount allocated to such party pursuant to the prorations used at Closing, then Buyer shall pay to Sellers or Sellers shall pay to Buyer, as applicable, the difference between the actual prorated amount of Taxes and the prorated amount of Taxes allocated at Closing, so that Sellers shall pay only the actual amount of Taxes attributable to the period occurring prior to the Closing Date and Buyer shall pay only the actual Taxes attributable to the period occurring on and subsequent to the Closing Date. Any taxes, charges, assessments and personal property taxes after the Closing Date which are attributable to periods prior to the Closing Date shall be paid by Sellers and any refunds or rebates which are attributable to the period prior to the Closing Date shall be paid to Sellers.
Real and Personal Property Taxes. (a) Real and personal property Taxes imposed on or relating to the Sold Assets for the current Tax year will be prorated between Sellers and Buyers effective as of the Closing. Proration of Taxes that are undetermined as of the Closing Date (i) will be based on the most recently available Tax rate and valuation, giving effect to applicable exemptions, recently-voted millage, change in valuation and similar items, whether or not officially certified to the appropriate Taxing Authority as of the Closing Date and (ii) will use a 365-day year. On or before the Closing, Sellers will pay all delinquent property Taxes or special assessments not contested by Sellers in good faith, which contested Taxes or assessments will remain Sellers’ obligation. When the actual amounts become known, such prorations will be recalculated by the applicable Buyer and the applicable Seller, and such Buyer or such Seller, as the case may be, will promptly (but not later than five Business Days after notice of payment due) make any additional payment or refund so that the correct prorated amount is paid by each of such Buyer and such Seller.
Real and Personal Property Taxes. Liability for Real and Personal -------------------------------- Property Taxes incurred with respect to the business or assets of GCI or any member of the Post-Distribution GCI Group which relate to any period which includes the Distribution Date shall be allocated between the period which ends on the Distribution Date and the period which begins on the day after the Distribution Date based upon a ratio of the number of days in each such period.
Real and Personal Property Taxes. Real estate taxes and assessments on the Premises and personal property taxes on the Personal Property for the year of Closing shall be prorated as of the Closing Date. Seller shall be responsible for all real estate and personal property taxes and assessments accrued for the period ending on the day immediately preceding the Closing Date and Purchaser shall be responsible for all such taxes and assessments from and after the Closing Date. If the tax or assessments bills for the year of Closing have not been issued prior to Closing, such taxes or assessments shall be prorated based upon the tax or assessment bills issued for the previous year.
Real and Personal Property Taxes. With respect to the assets being transferred pursuant to this Agreement, Buyer will pay all real and personal property taxes, if any, (prorated as of the Closing Date) for the calendar year within which the Closing Date occurs, which are not payable until after the Closing Date. Buyer will make such payments as and when due and Buyer shall receive a credit for Seller's prorated share of the amounts to be paid by Buyer.
Real and Personal Property Taxes. During the term of this Agreement, TRC shall pay all ad valorem and real property taxes and assessments levied upon, assessed against or relating to the Property and all taxes and assessments levied or assessed upon or against the personal property of TRC or Owner located on or about the Property; provided, that TRC may credit all such taxes paid by it against any and all payments to Owner.
Real and Personal Property Taxes. (a) All 1996 real and personal property taxes shall be prorated as of the Closing Date. The Final Order shall provide that (x) the Sale Assets are purchased by Buyer free and clear of any lien or claim for Pre-Closing Date prorated real and personal property taxes ("Pre-Closing Date Prorated Taxes"), and (y) that the lien for the Pre-Closing Date prorated taxes shall attach to the Purchase Price paid by Buyer for the Sale Assets. Company and Buyer agree that Buyer shall receive the benefit of any refund OR REDUCTION of 1 996 real and personal property taxes attributable to the period subsequent to the Closing Date resulting from any reduction in 1996 real and personal property taxes because of Company's protest or objection to the appropriate taxing authorities., or otherwise, and that Company shall receive the benefit of any refund or reduction of Pre-Closing Date Prorated Taxes.