Common use of Ad Valorem Real and Personal Property Taxes Clause in Contracts

Ad Valorem Real and Personal Property Taxes. (a) Seller shall be responsible for its pre-Closing Date Project Share of all ad valorem Taxes imposed on or with respect to the Real Property and any personal property (the “Ad Valorem Property”) for all Tax periods (or portion of any Tax period beginning on or before and ending after the Closing Date (a “Straddle Period”)) ending on or prior to the Closing Date (the “Pre-Closing Periods”). The portion of such Taxes for which Seller shall be liable for a Straddle Period shall be determined by multiplying its pre-Closing Date Project Share of the amount of Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in such Straddle Period. (b) Any real or personal property tax reductions or refunds with respect to the Ad Valorem Property for or relating to a Pre-Closing Period (as determined in accordance with Section 2.4(a)) shall be for the account of Seller. If Buyer receives a real property Tax refund or credit with respect to the Ad Valorem Property for or relating to a Pre-Closing Period, Buyer shall promptly remit to Seller its pre-Closing Date Project Share of such refund or credit relating to the Pre-Closing Period. (c) Prior to the Closing Date, Seller shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Buyer informed regarding such negotiations, proceedings and communications and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period beginning after the Closing Date without Buyer’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. From and after the Closing Date, Buyer shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Seller informed regarding such negotiations, proceedings and communications, and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period ending on or prior to the Closing Date without Seller’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall reasonably cooperate with all such negotiations, proceeds and communications.

Ad Valorem Real and Personal Property Taxes. (a) Seller Avista shall be responsible for its prePre-Closing Date Project Share of all ad valorem Taxes imposed on or with respect to the Real Property and any personal property included in the Avista Colstrip Units 3&4 Interests (the “Ad Valorem Property”) for all Tax periods (or portion of any Tax period beginning on or before and ending after the Closing Date (a “Straddle Period”)) ending on or prior to the Closing Date (the “Pre-Pre- Closing Periods”). The portion of such Taxes for which Seller Avista shall be liable for a Straddle Period shall be determined by multiplying its prePre-Closing Date Project Share of the amount of Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in such Straddle Period. (b) Any real or personal property tax reductions or refunds with respect to the Ad Valorem Property for or relating to a Pre-Closing Period (as determined in accordance with Section 2.4(a)) shall be for the account of SellerAvista. If Buyer NorthWestern receives a real property Tax refund or credit with respect to the Ad Valorem Property for or relating to a Pre-Closing Period, Buyer NorthWestern shall promptly remit to Seller Avista its prePre-Closing Date Project Share of such refund or credit relating to the Pre-Closing PeriodPeriod (less any reasonable out-of-pocket costs or Taxes incurred in connection with the receipt of such refund). (c) Prior to the Closing Date, Seller Avista shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Buyer NorthWestern informed regarding such negotiations, proceedings and communications and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period beginning after the Closing Date without BuyerNorthWestern’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. From and after the Closing Date, Buyer NorthWestern shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Seller Avista informed regarding such negotiations, proceedings and communications, and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period ending on or prior to the Closing Date without SellerAvista’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller Avista shall reasonably cooperate with all such negotiations, proceeds and communications.

Ad Valorem Real and Personal Property Taxes. (a) Seller shall be responsible for its pre-Closing Date Project Share of all ad valorem Taxes imposed on or with respect to the Real Property and any personal property (the “Ad Valorem Property”) for all Tax periods (or portion of any Tax period beginning on or before and ending after the Closing Date (a “Straddle Period”)) ending on or prior to the Closing Date (the “Pre-Closing Periods”). The portion of such Taxes for which Seller shall be liable for a Straddle Period shall be determined by multiplying its pre-Closing Date Project Share of the amount of Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in such Straddle Period. (b) Any real or personal property tax reductions or refunds with respect to the Ad Valorem Property for or relating to a Pre-Closing Period (as determined in accordance with Section 2.4(a)) shall be for the account of Seller. If Buyer Xxxxx receives a real property Tax refund or credit with respect to the Ad Valorem Property for or relating to a Pre-Closing Period, Buyer shall promptly remit to Seller its pre-Closing Date Project Share of such refund or credit relating to the Pre-Closing Period. (c) Prior to the Closing Date, Seller shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Buyer informed regarding such negotiations, proceedings and communications and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period beginning after the Closing Date without Buyer’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. From and after the Closing Date, Buyer Xxxxx shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Seller informed regarding such negotiations, proceedings and communications, and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period ending on or prior to the Closing Date without Seller’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall reasonably cooperate with all such negotiations, proceeds and communications.

Ad Valorem Real and Personal Property Taxes. (a) Seller PSE shall be responsible for its prePre-Closing Date Project Share of all ad valorem Taxes imposed on or with respect to the Real Property and any personal property included in the PSE Colstrip Units 3&4 Interests (the “Ad Valorem Property”) for all Tax periods (or portion of any Tax period beginning on or before and ending after the Closing Date (a “Straddle Period”)) ending on or prior to the Closing Date (the “Pre-Closing Periods”). The portion of such Taxes for which Seller PSE shall be liable for a Straddle Period shall be determined by multiplying its prePre-Closing Date Project Share of the amount of Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in such Straddle Period. (b) Any real or personal property tax reductions or refunds with respect to the Ad Valorem Property for or relating to a Pre-Closing Period (as determined in accordance with Section 2.4(a)) shall be for the account of SellerPSE. If Buyer NorthWestern receives a real property Tax refund or credit with respect to the Ad Valorem Property for or relating to a Pre-Closing Period, Buyer NorthWestern shall promptly remit to Seller PSE its prePre-Closing Date Project Share of such refund or credit relating to the Pre-Closing PeriodPeriod (less any reasonable out-of-pocket costs or Taxes incurred in connection with the receipt of such refund). (c) Prior to the Closing Date, Seller PSE shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Buyer NorthWestern informed regarding such negotiations, proceedings and communications and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period beginning after the Closing Date without BuyerNorthWestern’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. From and after the Closing Date, Buyer NorthWestern shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Seller PSE informed regarding such negotiations, proceedings and communications, and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period ending on or prior to the Closing Date without SellerPSE’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller PSE shall reasonably cooperate with all such negotiations, proceeds and communications.

Ad Valorem Real and Personal Property Taxes. (a) Seller Avista shall be responsible for its prePre-Closing Date Project Share of all ad valorem Taxes imposed on or with respect to the Real Property and any personal property included in the Avista Colstrip Units 3&4 Interests (the “Ad Valorem Property”) for all Tax periods (or portion of any Tax period beginning on or before and ending after the Closing Date (a “Straddle Period”)) ending on or prior to the Closing Date (the “Pre-Closing Periods”). The portion of such Taxes for which Seller Avista shall be liable for a Straddle Period shall be determined by multiplying its prePre-Closing Date Project Share of the amount of Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in such Straddle Period. (b) Any real or personal property tax reductions or refunds with respect to the Ad Valorem Property for or relating to a Pre-Closing Period (as determined in accordance with Section 2.4(a)) shall be for the account of SellerAvista. If Buyer NorthWestern receives a real property Tax refund or credit with respect to the Ad Valorem Property for or relating to a Pre-Closing Period, Buyer NorthWestern shall promptly remit to Seller Avista its prePre-Closing Date Project Share of such refund or credit relating to the Pre-Closing PeriodPeriod (less any reasonable out-of-pocket costs or Taxes incurred in connection with the receipt of such refund). (c) Prior to the Closing Date, Seller Avista shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Buyer NorthWestern informed regarding such negotiations, proceedings and communications and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period beginning after the Closing Date without BuyerNorthWestern’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. From and after the Closing Date, Buyer NorthWestern shall control and conduct all negotiations, proceedings and communications with the Montana Department of Revenue regarding real property Taxes with respect to the Ad Valorem Property, shall keep Seller Avista informed regarding such negotiations, proceedings and communications, and shall not agree to any settlement with the Montana Department of Revenue that affects any Tax period or portion of a Straddle Period ending on or prior to the Closing Date without SellerAvista’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Seller Avista shall reasonably cooperate with all such negotiations, proceeds and communications.