Common use of Tax Apportionment Clause in Contracts

Tax Apportionment. Any real property, personal property, or similar Taxes that are applicable to the Acquired Assets, the Business, the Assumed Liabilities, or the Excluded Liabilities described in clause (i) of the definition thereof (other than Transfer Taxes) for a taxable period that includes but does not end on the Closing Date shall be apportioned to the Pre-Closing Tax Period based on the number of days in the portion of such taxable period that ends on and includes the Closing Date, divided by the number of days in the entire taxable period (the “Pre-Closing Apportioned Taxes,” and the remaining Taxes for such taxable period, the “Post-Closing Apportioned Taxes”). At least five (5) days prior to the Closing Date, Sellers shall deliver an estimate (the “Tax Apportionment Estimate”) of the Pre-Closing Apportioned Taxes and Post-Closing Apportioned Taxes, along with reasonable support therefore, based on amounts reported on the most recent Tax Returns prepared and/or filed by Sellers relating to such Taxes. The Tax Apportionment Estimate shall be subject to Purchaser’s review and if Purchaser reasonably disputes any amount therein, the parties shall work in good faith to resolve such disputes before the Closing. At the Closing, if a positive number, the Sellers shall pay to the Purchaser an amount (the “Tax Apportionment Amount”) equal to the difference between: (i) any such Pre-Closing Apportioned Taxes that are to be payable by the Purchaser, minus (ii) any such Post-Closing Apportioned Taxes that are to be payable by the Sellers. If the Tax Apportionment Amount is a negative number, then the Purchaser shall pay to the Sellers the positive difference at the Closing. In each case, such payments shall be adjustments to the Closing Date Payment, and for all applicable Tax purposes, shall be treated as adjustments to the Purchase Price hereunder. Such payments shall be in full and final satisfaction of any obligations between the Purchaser and Sellers with respect to Taxes for any Straddle Period (other than in respect of Transfer Taxes, which shall be governed by Section 9.1), including in respect of Section 1.3(c) and Section 1.4(i).

Tax Apportionment. Any (a) All property or ad valorem Taxes imposed on or with respect to the Purchased Assets, including Taxes on real propertyestate, fixtures, personal propertyproperty and inventory, or similar shall be prorated between Buyer, on the one hand, and Sellers, on the other hand, as provided herein. Sellers shall be responsible for all such Taxes that are applicable payable with respect to the Acquired Assets, Purchased Assets for all taxable periods ending prior to the Business, Closing Date. Buyer shall be responsible for the Assumed Liabilities, payment of all such Taxes payable for all taxable periods beginning on or subsequent to the Excluded Liabilities described in clause (i) of the definition thereof (other than Transfer Taxes) for a Closing Date. As to any taxable period that includes but does not end on beginning before the Closing Date and ending on or after the Closing Date (a “Straddle Period”), all such Taxes shall be apportioned prorated by allocating to the Pre-Closing Tax Period based period ending on the number of days in the portion of such taxable period that ends on and includes day immediately prior to the Closing Date, divided by the number of days in the entire taxable period Date (the “Pre-Closing Apportioned Taxes,” and Portion”) the remaining amount of such Taxes for such the entire taxable period, period multiplied by a fraction the “Post-Closing Apportioned Taxes”). At least five (5) numerator of which is the number of calendar days in the taxable period ending on the day immediately prior to the Closing Date, Date and the denominator of which is the number of calendar days in the entire taxable period. Sellers shall deliver an estimate (be responsible for any such Taxes payable with respect to the “Tax Apportionment Estimate”) of Purchased Assets with respect to the Pre-Closing Apportioned Portion of the Straddle Period, and Buyer shall be responsible for all other such Taxes for the relevant Straddle Period. At the Closing, Buyer and Post-Closing Apportioned Taxes, along with reasonable support therefore, Sellers shall prorate the property and ad valorem Taxes respecting the Purchased Assets for any Straddle Period based on amounts reported on the most recent Tax Returns prepared and/or filed by Sellers relating year for which such Tax information is available, and any credit to Buyer resulting from such Taxes. The Tax Apportionment Estimate pro ration shall be subject reduce the Purchase Price payable at Closing and any credit to Purchaser’s review and if Purchaser reasonably disputes any amount therein, Seller from such pro ration shall increase the parties shall work in good faith to resolve such disputes before the Purchase Price payable at Closing. At To the Closing, if a positive number, the Sellers shall pay to the Purchaser an amount (the “Tax Apportionment Amount”) equal to the difference between: (i) any extent not accurately reflected in such Pre-Closing Apportioned Taxes that are to be payable by the Purchaser, minus (ii) any such Post-Closing Apportioned Taxes that are to be payable by the Sellers. If the Tax Apportionment Amount is a negative number, then the Purchaser shall pay to the Sellers the positive difference at the Closing. In each case, such payments shall be adjustments to the Closing Date Payment, and for all applicable Tax purposes, shall be treated as adjustments to the Purchase Price hereunder. Such payments at Closing, there shall after Closing be in full and a final satisfaction of any obligations settlement between the Purchaser Buyer and Sellers based on the actual property and ad valorem Taxes due for the Straddle Period. Any refunds or rebates that may be received with respect to the Taxes for any Straddle Period (other than referenced in respect of Transfer this Section 7.02(a) shall be prorated between Buyer and Sellers in the same manner as described above to prorate Taxes, which and Sellers shall be governed by Section 9.1), including in respect entitled to all refunds and rebates for taxable periods (and portions thereof) ending prior to the Closing Date and Buyer entitled to all refunds and rebates for taxable periods (and portions thereof) beginning on and after the Closing Date that may be received. Any refunds or rebates will be paid to the applicable Party within thirty (30) days of Section 1.3(c) and Section 1.4(i)receiving the refund or rebate.

Tax Apportionment. Any real property, personal property, or similar Taxes that are applicable to the Acquired Assets, the Business, the Assumed Liabilities, or the Excluded Liabilities described in clause (i) of the definition thereof (other than Transfer Taxes) for a taxable period that includes but does not end on the Closing Date shall be apportioned to the Pre-Pre- Closing Tax Period based on the number of days in the portion of such taxable period that ends on and includes the Closing Date, divided by the number of days in the entire taxable period (the “Pre-Closing Apportioned Taxes,” and the remaining Taxes for such taxable period, the “Post-Post- Closing Apportioned Taxes”). At least five (5) days prior to the Closing Date, Sellers shall deliver an estimate (the “Tax Apportionment Estimate”) of the Pre-Closing Apportioned Taxes and Post-Closing Apportioned Taxes, along with reasonable support therefore, based on amounts reported on the most recent Tax Returns prepared and/or filed by Sellers relating to such Taxes. The Tax Apportionment Estimate shall be subject to Purchaser’s review and if Purchaser reasonably disputes any amount therein, the parties shall work in good faith to resolve such disputes before the Closing. At the Closing, if a positive number, the Sellers shall pay to the Purchaser an amount (the “Tax Apportionment Amount”) equal to the difference between: (i) any such Pre-Closing Apportioned Taxes that are to be payable by the Purchaser, minus (ii) any such Post-Closing Apportioned Taxes that are to be payable by the Sellers. If the Tax Apportionment Amount is a negative number, then the Purchaser shall pay to the Sellers the positive difference at the Closing. In each case, such payments shall be adjustments to the Closing Date Payment, and for all applicable Tax purposes, shall be treated as adjustments to the Purchase Price hereunder. Such payments shall be in full and final satisfaction of any obligations between the Purchaser and Sellers with respect to Taxes for any Straddle Period (other than in respect of Transfer Taxes, which shall be governed by Section 9.1), including in respect of Section 1.3(c) and Section 1.4(i).

Tax Apportionment. Any real property, personal property, or similar Taxes that are applicable to the Acquired Assets, the Business, the Assumed Liabilities, or the Excluded Liabilities described in clause (i) of the definition thereof (other than Transfer Taxes) imposed upon or assessed directly against the Transferred Assets (including real estate Taxes, personal property Taxes and similar Taxes) for a taxable the tax period that includes but does not end on in which the Closing occurs (the “Proration Period”) will be apportioned and prorated between Seller and Buyer as of the Closing Date with Buyer bearing the expense of Buyer’s proportionate share of such Taxes which shall be apportioned (i) in the case of property, ad valorem, and other similar Taxes, equal to the Pre-Closing Tax Period based on product obtained by multiplying (A) a fraction, the numerator being the amount of the Taxes and the denominator being the total number of days in the Proration Period, multiplied by (B) the number of days in the portion of such taxable period that ends on and includes Proration Period following the Closing Date, divided by and Seller shall bear the number remaining portion of days such Taxes and (ii) in the entire taxable case of other Taxes, computed as if the applicable tax period (ended at the “Pre-close of business on the Closing Apportioned Taxes,” and Date. If the remaining Taxes for precise amount of any such taxable period, the “Post-Closing Apportioned Taxes”). At least five (5) days prior to Tax cannot be ascertained on the Closing Date, Sellers apportionment and proration shall deliver an estimate (be computed on the “Tax Apportionment Estimate”) basis of the Pre-Closing Apportioned Taxes amount payable for each respective item during the tax period immediately preceding the Proration Period and Post-Closing Apportioned Taxes, along with reasonable support therefore, based on amounts reported any proration shall be adjusted thereafter on the most recent Tax Returns prepared and/or filed by Sellers relating to basis of the actual charges for such Taxesitems in the Proration Period. The Tax Apportionment Estimate When the actual amounts become known, such proration shall be subject to Purchaser’s review recalculated by Xxxxx and if Purchaser reasonably disputes any amount therein, the parties shall work in good faith to resolve such disputes before the Closing. At the Closing, if a positive number, the Sellers shall pay to the Purchaser an amount (the “Tax Apportionment Amount”) equal to the difference between: (i) any such Pre-Closing Apportioned Taxes that are to be payable by the Purchaser, minus (ii) any such Post-Closing Apportioned Taxes that are to be payable by the Sellers. If the Tax Apportionment Amount is a negative number, then the Purchaser shall pay to the Sellers the positive difference at the Closing. In each case, such payments shall be adjustments to the Closing Date PaymentSeller, and for all applicable Tax purposesBuyer or Seller, shall be treated as adjustments to the Purchase Price hereunder. Such payments shall be in full case may be, promptly (but not later than fifteen (15) days after notice of payment due and final satisfaction delivery of any obligations between the Purchaser and Sellers reasonable supporting documentation with respect to Taxes for such amounts) shall make any Straddle Period (other than in respect additional payment or refund so that the correct prorated amount is paid by each of Transfer Taxes, which shall be governed by Section 9.1), including in respect of Section 1.3(c) Buyer and Section 1.4(i)Seller.

Tax Apportionment. Any real propertyWith respect to Purchaser 1, personal propertyany ad valorem, property or similar Taxes that are applicable associated with the P1 Transferred Assets shall be prorated on a per diem basis through the close of business on the Closing Date. Such ad valorem, property or similar Taxes apportioned to the Acquired Assets, period (or portion thereof) ending on or prior to the Business, the Assumed Liabilities, or the Excluded Liabilities described in clause (i) close of the definition thereof (other than Transfer Taxes) for a taxable period that includes but does not end business on the Closing Date shall be borne by Seller and such Taxes apportioned to the Pre-Closing Tax Period based period (or portion thereof) beginning on or after the close of business on the number of days Closing Date shall be borne by Purchaser 1. The Cash Consideration shall be increased or decreased as required to effectuate the resulting amount required to be borne by Seller or Purchaser 1. With respect to Taxes described in the portion of such taxable period that ends on and includes this Section 2.9(a), Seller shall timely file all Tax Returns due before the Closing Date, divided by the number of days in the entire taxable period (the “Pre-Closing Apportioned Taxes,” Date with respect to such Taxes and the remaining Taxes for such taxable period, the “Post-Closing Apportioned Taxes”). At least five (5) days prior to Purchaser 1 shall prepare and file all Tax Returns due after the Closing Date, Sellers shall deliver an estimate (the “Tax Apportionment Estimate”) of the Pre-Closing Apportioned Taxes and Post-Closing Apportioned Taxes, along Date with reasonable support therefore, based on amounts reported on the most recent Tax Returns prepared and/or filed by Sellers relating respect to such Taxes. The Tax Apportionment Estimate If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to pro ration under this Section 2.9(a), and such payment includes the other party's share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes to the extent that such Taxes are not reflected in the Cash Consideration calculation. With respect to Purchaser 2, any ad valorem, property or similar Taxes associated with the P2 Transferred Assets shall be subject to Purchaser’s review and if Purchaser reasonably disputes any amount thereinprorated on a per diem basis through the close of business on the Closing Date. Such ad valorem, the parties shall work in good faith to resolve such disputes before the Closing. At the Closing, if a positive number, the Sellers shall pay property or similar Taxes apportioned to the Purchaser an amount period (the “Tax Apportionment Amount”or portion thereof) equal ending on or prior to the difference between: (i) any such Pre-Closing Apportioned Taxes that are to be payable by the Purchaser, minus (ii) any such Post-Closing Apportioned Taxes that are to be payable by the Sellers. If the Tax Apportionment Amount is a negative number, then the Purchaser shall pay to the Sellers the positive difference at the Closing. In each case, such payments shall be adjustments to close of business on the Closing Date Payment, and for all applicable Tax purposes, shall be treated as adjustments borne by Seller and such Taxes apportioned to the Purchase Price hereunder. Such payments period (or portion thereof) beginning on or after the close of business on the Closing Date shall be borne by Purchaser 2. The Cash Consideration shall be increased or decreased as required to effectuate the resulting amount required to be borne by Seller or Purchaser 2. With respect to Taxes described in full and final satisfaction of any obligations between this Section 2.9(b), Seller shall timely file all Tax Returns due before the Purchaser and Sellers Closing Date with respect to such Taxes and Purchaser 2 shall prepare and file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for any Straddle Period (other than in respect of Transfer Taxes, which shall be governed by are subject to pro ration under this Section 9.12.9(b), including and such payment includes the other party's share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes to the extent that such Taxes are not reflected in respect of Section 1.3(c) and Section 1.4(i)the Cash Consideration calculation.