Allocation of Property Taxes Sample Clauses

Allocation of Property Taxes. All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets (the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Buyer as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Seller shall notify Buyer upon receipt of any xxxx for such Property Taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to Buyer who shall pay the same to the appropriate taxing authority; provided, that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of such Property Taxes to Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.09(b), the other Party shall make such reimbursement promptly, but in no event later than thirty days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.09(b) and not made when due shall bear interest at the rate of ten percent per annum.
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Allocation of Property Taxes. All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink and the Company as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. Saflink shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days), Saflink and the Company shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink shall notify the Company upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax xxxx to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink or the Company shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.
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Allocation of Property Taxes. The Parties agree that property taxes with respect to the Acquired Assets, including property taxes payable under any lease, which are due within taxable periods which include the Closing, shall be prorated between the parties on the basis of the number of months and days within the appropriate taxable periods preceding and following the Closing, and the net amount thereof shall be paid to the Selling Entities or Buyer, as appropriate, at the Closing, and Buyer shall be responsible for payment of such tax amounts due after Closing. In the event the amount of any such taxes cannot then be ascertained, proration of any such unknown taxes shall be made on the basis of such taxes for the preceding taxable period.
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Allocation of Property Taxes. All state, county and local ad valorem Taxes on real or personal property (“Property Taxes”) shall be prorated between Buyer and Seller as of the Closing Date, computed by multiplying the amount of Property Taxes for the fiscal year for which the same are levied by a fraction, the numerator of which is the number of days in such fiscal year up to and including the Closing Date and the denominator of which is the number of days in such fiscal year. Seller shall be responsible for the portion of such Property Taxes related to the period prior to Closing and Buyer shall be responsible for the portion of such Property Taxes related to the period after Closing. If Buyer pays the entire Property Taxes when due, Seller shall promptly reimburse Buyer for its portion of such Taxes.
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Allocation of Property Taxes. Each Party shall pay its respective pro rata portion of all ad valorem or similar Taxes under any property or lease included in the Assets for the Closing Year. The Purchase Price shall be reduced by a reasonable estimate of all ad valorem or similar Taxes for the Closing Year (based on the Taxes for the Prior Year) prorated to the Effective Date; Seller shall make available to Buyer copies of all statements and assessments reflecting Taxes for the Prior Year. Buyer shall pay such sums to the appropriate taxing authorities when due, prior to becoming delinquent. Except as set forth in this Section 12, Buyer shall have no other liability for Taxes payable by Seller for the period prior to the Effective Date relating to the operations or business of Seller or the transactions contemplated hereunder.
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Allocation of Property Taxes. Real, personal, intangible and ad valorem Taxes with respect to the Acquired Assets attributable to any period that includes, but does not end on, the Closing Date shall be prorated to the portion of such period ending on the Closing Date by multiplying the amount of such Taxes for the entire period by a fraction, the numerator of which is the number of days in the portion of such period ending on the Closing Date and the denominator of which is the total number of days in such period. Sellers shall be responsible for the payment of such Taxes for the portion of such period ending on the Closing Date and Buyer shall be responsible for the payment of such Taxes for the portion of such period beginning on the date after the Closing Date. 7.3
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Allocation of Property Taxes. All Property Taxes (for the avoidance of doubt, other than Transfer Taxes) levied with respect to the Purchased Assets for any Straddle Period shall be apportioned between Purchaser and Seller based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any bill for such Property Taxes, Purchaser or Seller, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.07(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within 10 days after delivery of such statement. In the event that Purchaser or Seller makes any payment for which it is entitled to reimbursement under this Section 6.07(b), the applicable party shall make such reimbursement promptly but in no event later than 10 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.
Sample 1
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Allocation of Property Taxes. All personal property taxes and similar obligations ("Property Taxes") levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser as of the Closing Date based on the number of days of such taxable period prior to and including the Closing Date and the number of days of such taxable period after the Closing Date. Seller shall be liable for and pay the proportionate amount of such Property Taxes that is attributable to that portion of such taxable period up to and including the Closing Date, and Purchaser shall be liable for and pay the proportionate amount of such Property Taxes that is attributable to the portion of such taxable period following the Closing Date.
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Allocation of Property Taxes. (a) With respect Property Taxes owed with respect to the Assets, (i) Sellers shall be responsible for all Property Taxes owed with respect to the Assets for any Tax period ending prior to the Closing Date (a “Pre-Closing Tax Period”); (ii) Buyer shall be responsible for all Property Taxes with respect to the Assets for any Tax period beginning on or after the Closing Date (a “Post-Closing Tax Period”); and (iii) responsibility for Property Taxes with respect to the Assets for a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Closing Date and the portion of such Straddle Period beginning on the Closing Date by prorating each such Property Tax based on the number of days of such Straddle Period included in the Pre-Closing Tax Period, on the one hand, and the number of days of such Straddle Period included in the Post-Closing Tax Period, on the other hand. Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period.
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Related to Allocation of Property Taxes

  • Property Taxes Landlord shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the Leased Premises, and all personal property taxes with respect to Landlord's personal property, if any, on the Leased Premises. Tenant shall be responsible for paying all personal property taxes with respect to Tenant's personal property at the Leased Premises.

  • Real Property Taxes Taxes, assessments and charges now or hereafter levied or assessed upon, or with respect to, the Project, or any personal property of Landlord used in the operation thereof or located therein, or Landlord's interest in the Project or such personal property, by any federal, state or local entity, including: (i) all real property taxes and general and special assessments; (ii) charges, fees or assessments for transit, housing, day care, open space, art, police, fire or other governmental services or benefits to the Project, including assessments, taxes, fees, levies and charges imposed by governmental agencies for such purposes as street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; (iii) service payments in lieu of taxes; (iv) any tax, fee or excise on the use or occupancy of any part of the Project, or on rent for space in the Project; (v) any other tax, fee or excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other Real Property Taxes; and (vi) reasonable consultants' and attorneys' fees and expenses incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes do not include: (A) franchise, transfer, inheritance or capital stock taxes, or income taxes measured by the net income of Landlord from all sources, unless any such taxes are levied or assessed against Landlord as a substitute for, in whole or in part, any Real Property Tax; (B) Impositions and all similar amounts payable by tenants of the Project under their leases; and (C) penalties, fines, interest or charges due for late payment of Real Property Taxes by Landlord. If any Real Property Taxes are payable, or may at the option of the taxpayer be paid, in installments, such Real Property Taxes shall, together with any interest that would otherwise be payable with such installment, be deemed to have been paid in installments, amortized over the maximum time period allowed by applicable law. If the tax statement from a taxing authority does not allocate Real Property Taxes to the Building, Landlord shall make the determination of the proper allocation of such Real Property Taxes based, to the extent possible, upon records of the taxing authority and, if not so available, then on an equitable basis. Real Property Taxes also do not include any increases in the taxes, assessments, charges, excises and levies assessed against the Project due solely to the construction or installation of tenant improvements or other alterations by tenants of the Project other than Tenant and any other tenants or occupants of the Building; provided, however, that if any Real Property Taxes are imposed or increased due to the construction or installation of tenant improvements or other alterations in the Building, such Real Property Taxes shall be equitably prorated in Landlord's reasonable judgment between Tenant and any other tenants of the Building.

  • Definition of Real Property Taxes “Real Property Taxes” shall be the sum of the following: all real property taxes; possessory interest taxes; business or license taxes or fees; present or future Xxxxx-Xxxx assessments; service payments in lieu of such taxes or fees; annual or periodic license or use fees; excise, transit and traffic charges; housing fund assessments, open space charges, childcare fees, school, sewer and parking fees or any other assessments, levies, fees, exactions or charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen (including fees “in-lieu” of any such tax or assessment) which are assessed, levied, charged, conferred or imposed by any public authority upon the Project (or any real property comprising any portion thereof) or its operations, together with all taxes, assessments or other fees imposed by any public authority upon or measured by any rent or other charges payable hereunder, including any gross receipts tax or excise tax levied by any governmental authority with respect to receipt of rental income, or, with respect to or by reason of the development, possession, any tax or assessment levied in connection with the leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; any documentary transfer taxes upon this transaction or any document to which Tenant is a party creating or transferring an interest in the Premises; together with any tax imposed in substitution, partially or totally, of any tax previously included within the aforesaid definition or any additional tax the nature of which was previously included within the aforesaid definition; together with any and all costs and expenses (including, without limitation, attorneys’, administrative and expert witness fees and costs) of challenging any of the foregoing or seeking the reduction in or abatement, redemption or return of any of the foregoing, but only to the extent of any such reduction, abatement, redemption or return. All references to Real Property Taxes during a particular year shall be deemed to refer to taxes accrued during such year, including supplemental tax bills, regardless of when they are actually assessed and without regard to when such taxes are payable. The obligation of Tenant to pay for supplemental taxes effective during the Term shall survive the expiration or early termination of this Lease. Nothing contained in this Lease shall require Tenant to pay any franchise, corporate, estate or inheritance tax of Landlord, or any income, profits or revenue tax or charge upon the net income of Landlord or any documentary transfer tax.

  • Apportionment of Taxes For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.

  • Personal Property Taxes (a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises or elsewhere. When possible, Lessee shall cause said trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor.

  • Tax Expenses Tenant shall pay to Landlord Tenant’s Share of all Tax Expenses applicable to the Project. Prior to delinquency, Tenant shall pay any and all taxes and assessments levied upon Tenant’s Property (defined below in Section 10) located or installed in or about the Premises by, or on behalf of Tenant. To the extent any such taxes or assessments are not separately assessed or billed to Tenant, then Tenant shall pay the amount thereof as invoiced by Landlord. Tenant shall also reimburse and pay Landlord, as Additional Rent, within ten (10) days after demand therefor, one hundred percent (100%) of (i) any increase in real property taxes attributable to any and all Alterations (defined below in Section 10), Tenant Improvements, fixtures, equipment or other improvements of any kind whatsoever placed in, on or about the Premises for the benefit of, at the request of, or by Tenant, and (ii) taxes and assessments levied or assessed upon or with respect to the possession, operation, use or occupancy by Tenant of the Premises or any other portion of the Project. “Tax Expenses” means, without limitation, any form of tax and assessment (general, special, supplemental, ordinary or extraordinary), commercial rental tax, payments under any improvement bond or bonds, license fees, license tax, business license fee, rental tax, transaction tax or levy imposed by any authority having the direct or indirect power of tax (including any governmental, school, agricultural, lighting or other improvement district) as against any legal or equitable interest of Landlord in the Premises, Project or Park or any other tax, fee, or excise, however described, including, but not limited to, any tax resulting from the recordation of any parcel or subdivision map with respect to the Park and/or any tax imposed in substitution (partially or totally) of any tax previously included within the definition of Tax Expenses. “Tax Expenses” shall not include (a) any franchise, estate, inheritance, net income, or excess profits tax imposed upon Landlord, (b) any penalty or fee imposed solely as a result of Landlord’s failure to pay Tax Expenses when due, and (c) any items included as Operating Expenses. In the event that a parcel or subdivision map with respect to the Park or a portion of the Park is recorded by Landlord, Tenant’s Share of Tax Expenses shall be commensurately revised to reflect any increases or decreases that may result from the impact of such parcel or subdivision map.

  • Operating Expenses and Taxes Lessee and Lessor acknowledge and agree that commencing with the Second Extended Lease Term and continuing with any Extended Lease Term validly exercised thereafter, (x) the Lease provisions relating to payment of Taxes and Operating Expenses shall be converted from a Base Year computation to a straight net basis computation, and (y) Lessee shall be assuming the obligation of maintenance and repair described in Paragraph 11 below. In connection with the conversion from a Base Year to a net lease and Lessee’s assumption of the maintenance and repair obligations described in Paragraph 11 below, Lessee and Lessor wish to modify the terms and provisions of the Lease relating to Operating Expenses to account for such modifications and Lessee’s assumption of such obligations. In connection with the foregoing, Lessee and Lessor hereby acknowledge and agree that commencing on January 1, 2013, (i) the MOU shall have no further force or effect with respect to all periods from and after January 1, 2013 (the MOU shall remain in effect with respect to periods on or before December 31, 2012, except as modified by Xxxxxxxxxx 00 xxx 00 xxxxx), (xx) notwithstanding anything to the contrary contained in the Lease, Lessee’s obligations with respect to the payment of Lessee’s Percentage of Taxes and Lessee’s Percentage of Operating Expenses shall be computed without reference to a Base Year, with the effect that Lessee’s obligation for payment of Taxes during any Tax Year shall be payment of Lessee’s Percentage of the Taxes incurred with respect to such Tax Year and Lessee’s obligation for payment of Operating Expenses during any Lease Year for Operating Expenses shall be payment of Lessee’s Percentage of the Operating Expenses incurred with respect to such Lease Year for Operating Expenses, and (iii) Article 5 of the Original Lease shall be deleted in its entirety with respect to all periods from and after January 1, 2013 and replaced with the provisions of this Paragraph 10.

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

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