Common use of PRORATION OF REAL AND PERSONAL PROPERTY TAXES Clause in Contracts

PRORATION OF REAL AND PERSONAL PROPERTY TAXES. The items listed on SCHEDULE 6.2 hereto relating to real and personal property taxes and assessments on the Acquired Assets for any taxable period commencing prior to the day immediately preceding the Closing Date (the "ADJUSTMENT DATE") and ending after the Adjustment Date shall be prorated between Buyer and Seller as of the close of business on the Adjustment Date. Such proration shall not be affected by any changes in the applicable assessments following the Adjustment Date. All such prorations shall be allocated so that items relating to time periods ending prior to the Adjustment Date shall be allocated to Seller based upon the number of days in the period prior to the Closing Date and items related to time periods beginning on or after the Adjustment Date shall be allocated to Buyer based upon the number of days in the period from and after the Closing Date; provided, however, that the parties shall allocate any real property Tax in accordance with Section 164(d) of the Code. The amount of all such prorations shall be settled and paid on the Closing Date; provided, however, that final payments with respect to prorations that are not able to be calculated on the Closing Date shall be calculated and paid as soon as practicable thereafter.

Appears in 2 contracts

Samples: Asset Purchase Agreement (International Steel Group Inc), Asset Purchase Agreement (LTV Corp)

AutoNDA by SimpleDocs

PRORATION OF REAL AND PERSONAL PROPERTY TAXES. The items listed on SCHEDULE 6.2 hereto relating to real and personal property taxes Taxes and assessments on the Acquired Purchased Assets for any taxable period commencing prior to the day immediately preceding the Closing Date (the "ADJUSTMENT DATEAdjustment Date") and ending after the Adjustment Date shall be prorated between Buyer Purchaser and Seller as of the close of business on the Adjustment Date. Such proration shall not be affected by any changes in the applicable assessments following the Adjustment Date. All such prorations shall be allocated so that items relating to time periods ending prior to on the Adjustment Date shall be allocated to Seller Republic based upon the number of days in the period prior to the Closing Date and items related to time periods beginning on or after the Adjustment Date shall be allocated to Buyer Purchaser based upon on the number of days in the period from and after the Closing Date; provided, however, that the parties shall allocate any real property Tax subject to the limitation set forth in accordance with Section 164(d) of the Code3.1(a)(vi). The amount of all such prorations shall be settled and paid on the Closing Date; provided, however, that final payments with respect to prorations that are not able to be calculated on the Closing Date shall be calculated and paid as soon as practicable thereafter.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Republic Technologies International Holdings LLC), Asset Purchase Agreement (Blue Steel Capital Corp)

AutoNDA by SimpleDocs

PRORATION OF REAL AND PERSONAL PROPERTY TAXES. The items listed on SCHEDULE 6.2 hereto relating to real Real and personal property taxes Taxes and assessments on the Acquired Purchased Assets for any taxable period commencing prior to the day immediately preceding the Closing Date (the "ADJUSTMENT DATE") and ending after the Adjustment Closing Date shall be prorated on a per diem basis between Buyer and Seller as of the close of business on the Adjustment Closing Date. Such proration , provided, however, that Seller shall not be affected by responsible for any changes in increased assessments on real or personal property resulting from the applicable assessments following the Adjustment Datetransactions contemplated hereby. All such prorations shall be allocated so that items relating to time periods ending on or prior to the Adjustment Closing Date shall be allocated to Seller based upon the number of days in the period prior to the Closing Date and items related relating to time periods beginning on or after the Adjustment Closing Date shall be allocated to Buyer based upon the number of days in the period from and after the Closing Date; Buyer, provided, however, that the parties shall allocate any real property Tax in accordance with Section 164(d) of the Code. The amount of all such prorations shall be settled and paid on the Closing Date; provided, however, provided that final payments with respect to prorations that are not able to be calculated on as of the Closing Date shall be calculated and paid as soon as practicable thereafter. If any of the real or personal property tax rates for the current taxable period are not established by the Closing Date, the prorations shall be made on the basis of the rate in effect for the preceding taxable period, and such proration shall be adjusted upon presentation of written evidence by the Buyer that the actual taxes paid differ from the amount assumed on the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ask Jeeves Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.