Proration of Property Taxes. The Company shall be liable for and shall pay when due all ad valorem, personal property, and similar Taxes attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Tax Returns, for the Taxable periods ending on or before the Closing Date. Purchaser shall be liable for and shall pay when due all ad valorem, personal property and similar Taxes attributable to the ownership or the operation of the Purchased Assets, and shall timely file any related Tax Returns, for the Taxable periods ending after the Closing Date; provided, however, that the Company shall be liable for and shall pay all Taxes due with respect to such Tax Returns relating to the pre-Closing Date portion of any Taxable period that includes but ends after the Closing Date without duplication of any amounts taken into account under Section 3.2. Such Tax liabilities shall be calculated based on the number of days in the Taxable period ending on or before the Closing Date and the number of days in the Taxable period after the Closing Date (as the case may be) as compared to the total number of days in the entire Taxable period. Whichever party is responsible for the filing of any such Tax Return hereunder shall bear all costs associated with the filing of such Tax Return. Such party shall further have all available rights to contest the Tax (and the other party shall provide reasonable cooperation and assistance at the sole expense and cost of the requesting party); provided, however, that in the case of any Tax Return relating to a Taxable period that includes but does not end on the Closing Date, Purchaser shall provide the Company with a copy of such Tax Return within twenty (20) days prior to the date Purchaser intends to file such Tax Return. Purchaser shall revise such Tax Return to reflect the Company’s reasonable comments, if any, provided that the Company provides such changes in writing to Purchaser within ten (10) days of the receipt of such Tax Return.
Proration of Property Taxes. All ad valorem taxes, real property taxes, and similar obligations with respect to the taxable year or other period during which the Effective Time occurs shall be apportioned between Seller and Buyer as of the Effective Time based on an estimate of the assessment for the immediately preceding taxable year or other period, and the Base Purchase Price shall be reduced at Closing by the amount of such estimated taxes owed by and allocated to Seller for the portion of the taxable year or other period prior to the Effective Time.
Proration of Property Taxes. Those annual property taxes and exemptions, allowances or deductions that are calculated on an annual basis shall be prorated on a time basis.
Proration of Property Taxes. Seller and Purchaser shall adjust and apportion all ad valorem taxes on personal property or other like charges levied, assessed or imposed upon any of the Assets, all as of the Closing Date. Should any such tax, assessment or charge be undetermined on the Closing Date, the last determined tax, assessment or charge shall be used for the purpose of adjustment. All adjustments shall be made as soon as practicable after Closing and invoiced to Purchaser.
Proration of Property Taxes. All real and personal property taxes imposed on or with respect to any of the Assets shall be prorated as of the Effective Date among Concho Resources, on the one hand, and the Sellers, on the other hand, as applicable. Each of the Sellers, as applicable, shall be responsible for purposes of such proration, for those days before the Effective Date, and Concho Resources shall be responsible, for purposes of such proration, for those days on or after the Effective Date.
Proration of Property Taxes. There shall be no prorations, including, but not limited to, real property taxes and assessments, general or special or fees under the Contracts, all of which Seller shall remain responsible for under the Lease. At Closing, Seller shall pay the sums due pursuant to Section 9.2(a)(xii) above.
Proration of Property Taxes. All personal property taxes, gross receipt taxes and real property taxes, general or special, and all other public or governmental charges or assessments against the Purchased Assets which are or may be payable on annual or more frequent basis (including sanitary commission or other benefit charges, assessments, liens or encumbrances, for sewer, water, drainage or other public improvements completed or commenced on or prior to the date thereof) whether the assessments have been levied or not as of the Closing Date, and all other customarily proratable items are to be adjusted and apportioned as of the Closing Date.
Proration of Property Taxes. The parties agree that all property Taxes imposed on or with respect to the Acquired Assets (including, without limitation, property Taxes payable by the tenant or lessee under any lease) will be pro-rated as of the Closing Date and that, notwithstanding any other provision of this Agreement, the economic burden of any such property Tax will be borne by Seller Parties for all periods (or portions thereof) through the Closing Date (“Pre-Closing Period”) and by Buyer for all periods (or portions thereof) after the Closing Date (“Post-Closing Period”). Accordingly, notwithstanding any other provision of this Agreement, (i) if Seller Parties pay any such property Tax with respect to a Post-Closing Period, Buyer will reimburse Seller Parties upon demand for the amount of such property Tax; and (ii) if Buyer pays any such property Tax with respect to a Pre-Closing Period, Seller Parties will reimburse Buyer upon demand for the amount of such property Tax.
Proration of Property Taxes. Ad valorem and personal property Taxes and assessments on the Purchased Assets shall be prorated between Buyer and Seller as of the Closing Date. All such prorations shall be allocated so that items relating to time periods ending on or prior to the Closing Date shall be allocated to Seller and items relating to time periods beginning after the Closing Date shall be allocated to Buyer. The amount of all such prorations shall be finally settled and paid on the Closing Date based upon the most recent available Tax xxxx, Tax notice or notification of appraised value.
Proration of Property Taxes. Ad valorem real property and personal property Taxes and assessments on the Purchased Assets shall be prorated between Buyer and Seller as of the Closing Date. All such prorations shall be allocated so that items relating to time periods ending on or prior to the Closing Date shall be allocated to Seller and items relating to time periods beginning after the Closing Date shall be allocated to Buyer. The amount of all such prorations shall be settled and paid on the Closing Date based on assessed values, provided that final payments with respect to prorations that are not able to be calculated as of the Closing Date shall be calculated and paid as soon as practicable thereafter.
