Common use of Taxes and Prorations Clause in Contracts

Taxes and Prorations. Seller shall be responsible for all bulk sales taxes, ad valorem taxes or assessments relating to the Assets for taxable periods up to the Closing Date, regardless of when the same shall become due and payable, and such taxes shall be pro-rated between Seller and Purchaser as of the Closing Date. Back taxes and assessments for back taxes, if any, shall be paid by Seller. If, at the time of Closing, the Assets shall be subject to or affected by any assessment payable in installments of which the first installment shall be a charge or lien or shall have been paid, all the remaining installments shall be deemed due and payable for the purposes of this Agreement and shall be paid by Seller at the time of Closing. If the parties are unable to determine the exact amount of taxes for proration at Closing, or if the taxes or assessments are reassessed subsequent to Closing, it is agreed that the parties will make the necessary financial adjustments at the time the assessment is determined. Seller shall be responsible for any gift certificates issued by Seller prior to the Closing Date and all rent and other payments due under the Assumed Store Leases prior to the Closing Date, or otherwise attributable to the period prior to Closing (including all CAM, tax and insurance charges and other amounts due and payable under the Assumed Store Leases); provided, however, the rent and other lease charges paid by Seller for the month in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date, and upon proof of payment, Purchaser shall reimburse Seller at Closing for Purchaser’s pro-rated share thereof. The parties shall reimburse one another for any expense paid by one party that the other party has agreed to pay or share pursuant to this Agreement. If Seller and Purchaser are unable to determine the exact amount of any expenses for proration at Closing, or if it is determined subsequent to the Closing that any proration was not correct, it is agreed that Seller and Purchaser shall make any necessary financial readjustments at the time such incorrect proration is determined. The obligations of the parties under this Section 2.8 shall survive the Closing.

Taxes and Prorations. The Seller shall be responsible for pay in full: (i) all bulk sales special assessments against the Property upon date of Closing, whether or not payable in installments: (ii) all taxes, other than general ad valorem taxes or assessments relating to for the Assets for taxable periods up to current calendar year, which are a lien on the Closing Date, regardless of when Property upon the same shall become due and payable, and such taxes shall be pro-rated between Seller and Purchaser as of the Closing Date. Back taxes and assessments for back taxes, if any, shall be paid by Seller. If, at the time date of Closing, including the Assets shall cost of documentary stamps to be subject attached to the Deed; and (iii) the cost of any item of workmanship or affected by any assessment payable in installments of which the first installment shall be a charge material furnished on or lien or shall have been paid, all the remaining installments shall be deemed due and payable for the purposes of this Agreement and shall be paid by Seller at the time of Closing. If the parties are unable to determine the exact amount of taxes for proration at Closing, or if the taxes or assessments are reassessed subsequent to Closing, it is agreed that the parties will make the necessary financial adjustments at the time the assessment is determined. Seller shall be responsible for any gift certificates issued by Seller prior to the date of Closing Date and all rent and other payments due under which is or may become a lien on the Assumed Store Leases prior to the Closing Date, or Property. Unless otherwise attributable to the period prior to Closing (including all CAM, tax and insurance charges and other amounts due and payable under the Assumed Store Leases); provided, howeverspecified in Paragraph 14, the rent and other lease charges paid by Seller for the month in which the Closing occurs following items shall be prorated between Seller and Purchaser the Buyer as of the date of Closing; (iv) all rents for the current month for every rented unit; (v) general ad valorem taxes for the current calendar year, provided that, if the amount taxes has not been fixed, the proration shall be based upon the rate of levy for the previous calendar year; and (vi) utilities, including water, sever, electric and gas, and upon the last reading of meters prior to closing; and (vii) fees and charges under Service Contracts as are being assigned to and assumed by Buyer at Closing. Utilities shall be transferred as of the Closing Date, date. Seller shall obtain final readings on the day prior to closing and upon proof Buyer shall have new accounts established to become effective as of payment, Purchaser shall reimburse Seller the Closing date. In the event that final prorations cannot be made at Closing for Purchaser’s pro-rated share thereofany item being prorated, the Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available, final adjustment to be made as soon as reasonably possible after the Closing. The parties Payments in connection with the final adjustment shall reimburse one another for any expense paid be due within thirty (30) days of written notice. Security deposits shall be delivered and transferred by one party that the separate check to Purchaser at closing. Any and all uncollected rents or other party has agreed to pay or share pursuant to this Agreement. If Seller and Purchaser are unable to determine the exact amount of any expenses for proration at Closing, or if it is determined subsequent to the Closing that any proration was not correct, it is agreed that Seller and Purchaser shall make any necessary financial readjustments amounts due payable at the time such incorrect proration is determined. The obligations closing shall be the responsibility of the parties under this Section 2.8 shall survive the ClosingSeller.

Taxes and Prorations. Seller shall be responsible for all bulk sales taxes, ad valorem taxes or assessments relating to the Assets for taxable periods up to the Closing Date, regardless of when the same shall become due and payable, and such taxes shall be pro-rated between Seller and Purchaser as of the Closing Date. Back taxes and assessments for back taxes, if any, shall be paid by Seller. If, at the time of Closing, the Assets shall be subject to or affected by any assessment payable in installments of which the first installment shall be a charge or lien or shall have been paid, all the remaining installments shall be deemed due and payable for the purposes of this Agreement and shall be paid by Seller at the time of Closing. If the parties are unable to determine the exact amount of taxes for proration at Closing, or if the taxes or assessments are reassessed subsequent to Closing, it is agreed that the parties will make the necessary financial adjustments at the time the assessment is determined. Seller shall be responsible for any gift certificates issued by Seller prior to the Closing Date and all rent and other payments due under the Assumed Store Leases prior to the Closing Date, or otherwise attributable to the period prior to Closing (including all CAM, tax and insurance charges and other amounts due and payable under the Assumed Store Leases); provided, however, the rent and other lease charges paid by Seller for the month in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date, and upon proof of payment, Purchaser shall reimburse Seller at Closing for Purchaser’s 's pro-rated share thereof. The parties shall reimburse one another for any expense paid by one party that the other party has agreed to pay or share pursuant to this Agreement. If Seller and Purchaser are unable to determine the exact amount of any expenses for proration at Closing, or if it is determined subsequent to the Closing that any proration was not correct, it is agreed that Seller and Purchaser shall make any necessary financial readjustments at the time such incorrect proration is determined. The obligations of the parties under this Section 2.8 shall survive the Closing.

Taxes and Prorations. Seller shall be responsible for all bulk sales taxes, ad valorem taxes or assessments relating to the Assets for taxable periods up to the Closing Date, regardless of when the same shall become due and payable, and such taxes shall be pro-rated between Seller and Purchaser as of the Closing Date. Back taxes and assessments for back taxes, if any, shall be paid by Seller. If, at the time of Closing, the Assets shall be subject to or affected by any assessment payable in installments of which the first installment shall be a charge or lien or shall have been paid, all the remaining installments shall be deemed due and payable for the purposes of this Agreement and shall be paid by Seller at the time of Closing. If the parties are unable to determine the exact amount of taxes for proration at Closing, or if the taxes or assessments are reassessed subsequent to Closing, it is agreed that the parties will make the necessary financial adjustments at the time the assessment is determined. Seller shall be responsible for any gift certificates issued by Seller prior to the Closing Date and all rent and other payments due under the Assumed Store Leases Lease prior to the Closing Date, or otherwise attributable to the period prior to Closing (including all CAM, tax and insurance charges and other amounts due and payable under the Assumed Store LeasesLease); provided, however, the rent and other lease charges paid by Seller for the month in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date, and upon proof of payment, Purchaser shall reimburse Seller at Closing for Purchaser’s pro-rated share thereof. The parties shall reimburse one another for any expense paid by one party that the other party has agreed to pay or share pursuant to this Agreement. If Seller and Purchaser are unable to determine the exact amount of any expenses for proration at Closing, or if it is determined subsequent to the Closing that any proration was not correct, it is agreed that Seller and Purchaser shall make any necessary financial readjustments at the time such incorrect proration is determined. The obligations of the parties under this Section 2.8 shall survive the Closing.