Common use of Ad Valorem Taxes Clause in Contracts

Ad Valorem Taxes. Ad valorem property Taxes imposed on or with respect to the Equipment removed and Penta Inventory purchased by Buyer for the taxable period that contains the Closing Date shall be prorated between Seller and Buyer based on the relative number of days prior to the Closing Date and on and after the Closing Date during the taxable period, with Seller being responsible for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for the period on and after the Closing Date. Buyer’s reimbursement of the prorated post-Closing ad valorem property Taxes shall be an addition to the Purchase Price. As an estimate of the amount of post-Closing ad valorem property taxes that Buyer would be required to reimburse Seller hereunder (“Buyer’s Estimated Ad Valorem Share”), Buyer shall deliver Ten Thousand Dollars ($10,000) to Seller at the Closing. Seller shall be responsible as between Seller and Buyer for the payment of the total amount of ad valorem property Taxes imposed on or with respect to the Purchased Assets for the taxable period that contains the Closing Date. Upon receipt of the ad valorem property Tax bills for the taxable period that contains the Closing Date, Seller shall calculate the prorated ad valorem property Taxes and shall refund to Buyer the amount, if any, by which Buyer’s prorated share of such ad valorem property Taxes hereunder is less than Buyer’s Estimated Ad Valorem Share. The maximum amount of ad valorem Taxes that Buyer shall be required to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem Share.

Ad Valorem Taxes. Ad valorem property Taxes imposed on or with respect to the Equipment removed and Penta Inventory purchased by Buyer taxes for the taxable period that contains Property for the calendar year of Closing Date shall will be prorated between Buyer and Seller as of the Closing Date. Seller being charged and Buyer based on credited for all of same attributable to the relative number of days prior period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on and or after the Closing Date during the taxable period, with Seller Date) and Buyer being responsible for, and credited or charged, as the case may be, for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for all of same attributable to the period on and after the Closing Date. Buyer’s reimbursement All real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the prorated post-Closing ad valorem property Taxes shall be an addition to the Purchase Price. As an estimate of the amount of post-Closing ad valorem property taxes that Buyer would be required to reimburse Seller hereunder (“Buyer’s Estimated Ad Valorem Share”), Buyer shall deliver Ten Thousand Dollars ($10,000) to Seller at the Closing. Seller shall be responsible as between Seller and Buyer Property or for the payment of the total amount of ad valorem property Taxes imposed on or with respect to the Purchased Assets tax rate) for the taxable period that contains the year of Closing Date. Upon receipt of the ad valorem property Tax bills for the taxable period that contains are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. The proration shall be final and unadjustable. The provisions of this Section J (6)(c) shall survive the Closing. If the Property has been the subject of special valuation and reduced tax assessments pursuant to the provisions of chapter 23, subchapter D, of the Texas Tax Code with respect to any period before the Closing and additional taxes are assessed pursuant to section 23.55 thereof, the following will apply: (1) If Seller shall calculate changes the prorated ad valorem property Taxes and shall refund to Buyer use of the amountProperty before Closing, if anyresulting in the assessment of additional taxes for periods before Closing, by which Seller will pay the additional taxes. (2) If this sale or Buyer’s prorated share use of such ad valorem property Taxes hereunder is less than Buyer’s Estimated Ad Valorem Share. The maximum amount the Property results in the assessment of ad valorem Taxes that additional taxes for periods before Closing, Buyer shall be required to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether will pay the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem Shareadditional taxes.

Ad Valorem Taxes. (a) Ad valorem property Taxes imposed on or with respect relating to the Equipment removed Purchased Assets (including, for purposes of this Section 8.03, assets owned by the Companies and Penta Inventory purchased by Buyer for any other Asset Seller) that accrue ratably with the taxable lapse of time during the applicable Taxable period that contains the Closing Date shall be prorated between Seller and Buyer based on a per diem basis on the relative number of days during the applicable Taxable period in which the Closing occurs that fall on or before the Closing and the number of days in such period following the Closing with (a) Seller being liable for such Taxes relating to any time period or periods ending on or prior to the Closing Date and on and after the Closing Date during the taxable period, with Seller (b) Purchaser being responsible liable for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for the relating to any time period on and or periods beginning after the Closing Date. Buyer’s reimbursement of the prorated If any such Tax proration is based upon an estimate at Closing, a post-Closing ad valorem adjustment shall be made by cash settlement between Seller and Purchaser within 30 days after receipt of the actual expense invoices or Tax bill, which adjustment obligation shall survive the Closing. Proration of real property Taxes that are undetermined as of the Closing Date (i) shall be an addition based on the most recently available Tax rate and valuation, giving effect to applicable exemptions, recently-voted millage, change in valuation, and similar items, whether or not officially certified to the Purchase Price. As an estimate appropriate Taxing Authority as of the amount of Closing Date, (ii) shall use a 365-day year and (iii) shall be subject to post-Closing ad valorem property taxes that Buyer would be required to reimburse Seller hereunder (“Buyer’s Estimated Ad Valorem Share”), Buyer shall deliver Ten Thousand Dollars ($10,000) to Seller at adjustment as provided in the Closingprevious sentence. Seller shall be responsible as between Seller for, and Buyer for the payment of the total amount of shall indemnify Purchaser and its Affiliates against, any ad valorem property Taxes imposed on or with respect to the Purchased Assets in respect of any Pre-Closing Tax Period or Pre-Closing Straddle Period as a result of any administrative or judicial proceeding. Purchaser shall be responsible for any ad valorem Taxes imposed on or with respect to the Purchased Assets in respect of any taxable period that contains the Closing Date. Upon receipt of the ad valorem property Tax bills for the taxable period that contains or portion thereof beginning after the Closing Date, whether by reason of the purchase and sale effected by this Agreement, any subsequent change of ownership or use, or otherwise. On or before the Closing, Seller shall calculate the prorated pay all delinquent ad valorem property Taxes and or special assessments attributable to any pre-Closing period imposed on or relating to the Purchased Assets or the assets owned by the Companies not contested by Seller in good faith, which contested Taxes or assessments attributable to any pre-Closing period shall refund to Buyer the amount, if any, by which Buyerremain Seller’s prorated share of such ad valorem property Taxes hereunder is less than Buyer’s Estimated Ad Valorem Share. The maximum amount liability. (b) All refunds of ad valorem Taxes that Buyer Taxes, including interest received thereon, received with respect to the Purchased Assets (the “Property Tax Refunds”) for Pre-Closing Tax Periods or Pre-Closing Straddle Periods (applying the principles in Section 8.03(a)) shall be required the property of Seller. All Property Tax Refunds for periods beginning after the Closing Date (a “Post-Closing Tax Period”) or in a Post-Closing Straddle Period shall be the property of Purchaser. If a Property Tax Refund belonging to bear hereunder Seller is Buyer’s Estimated Ad Valorem Sharereceived by Purchaser, regardless then Purchaser shall remit such refund to Seller within 14 days of whether receipt by Purchaser. If a Property Tax Refund belonging to Purchaser is received by Seller, any Company or other Asset Seller, then Seller shall remit such refund to Purchaser within 14 days of receipt by Seller, such Company or such Asset Seller. Seller (and any Company or other Asset Seller) and Purchaser shall reasonably cooperate with each other to pursue and obtain Property Tax Refunds; provided, however, that Seller retains the actual prorated amount exclusive right to apply for Property Tax Refunds and to appeal property Tax assessments pertaining to all periods ending on or before the Closing Date (collectively, the “Pre-Closing Appeals”), and Purchaser shall have the exclusive right to apply for and control proceedings relating to Property Tax Refunds other than Pre-Closing Appeals. All proceedings relating to Pre-Closing Appeals, to the extent practicable, shall be conducted by and in the name of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem ShareSeller and as directed by Sxxxxx.

Ad Valorem Taxes. Any Ad valorem property Valorem Taxes imposed on or with respect to the Equipment removed Purchased Assets for any Straddle Period will be apportioned between the portion of such Straddle Period up to and Penta Inventory purchased by Buyer for including the taxable period that contains day before the Closing Date shall be prorated between Seller (such portion, a “Pre-Closing Straddle Period”) and Buyer based on the relative number portion of days prior to such Straddle Period that begins the day of the Closing Date and (such portion, a “Post-Closing Straddle Period”) on and after the Closing Date during the taxable perioda per diem basis, with such Ad Valorem Taxes apportioned to the Pre-Closing Straddle Period to be borne by Seller being responsible and those apportioned to the Post-Closing Straddle Period to be borne by Buyer. For purposes of this Section 10.3(b), any exemption, deduction, credit, or other item that is calculated on an annual basis will be allocated to the Straddle Period in the same manner. The Party that has the legal obligation to pay any Ad Valorem Taxes with respect to the Purchased Assets for any Straddle Period will timely pay such ad valorem property Ad Valorem Taxes and file any required Tax Returns in connection therewith. If any Party pays any such Ad Valorem Taxes and such payment includes another Party’s share thereof, the other Party shall, as promptly as practicable, following delivery to it of written notice thereof, accompanied by reasonably detailed supporting documentation, reimburse such Party for its share of such Ad Valorem Taxes. With respect to Ad Valorem Taxes to be paid by Buyer reimbursing Seller for prorated ad valorem property Taxes for the period on and after the Closing Date. Buyer’s reimbursement , the Purchase Price shall be decreased by an amount equal to the portion of the prorated post-Closing ad valorem property Taxes shall be an addition to the Purchase Price. As an estimate of the amount of post-Closing ad valorem property taxes that Buyer would be required to reimburse Seller hereunder (“Buyer’s Estimated Ad Valorem Share”), Buyer shall deliver Ten Thousand Dollars ($10,000) to Seller at the Closing. Seller shall be responsible as between Seller and Buyer for the payment of the total amount of ad valorem property Taxes imposed on or with respect to the Purchased Assets for the taxable period that contains applicable Straddle Period apportioned to the Pre-Closing Date. Upon receipt of Straddle Period, calculated as provided above based on the ad valorem property Tax bills for the taxable period that contains the Closing Date, Seller shall calculate the prorated ad valorem property Taxes and shall refund to Buyer the amount, if any, by which Buyer’s prorated share of such ad valorem property Taxes hereunder is less than Buyer’s Estimated Ad Valorem Share. The maximum amount of ad valorem Taxes that Buyer shall be required to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem ShareTaxes reflected in the Tax xxxx therefor received by Seller and provided or otherwise made available to Buyer prior to Closing (such amount, the “Seller’s Property Tax Allocation”).

Ad Valorem Taxes. Ad Tenant shall pay to Landlord as additional Rent within ten (10) days of demand a proportionate share of the ad valorem property Taxes imposed taxes, or taxes levied in lieu thereof, taxes on real estate rental receipts, taxes on Landlord's gross receipts, assessments and other governmental charges (foreseen or unforeseen, general or special, ordinary or extraordinary) paid with respect to the Equipment removed Shopping Center during the Lease term after the Commencement Date (without duplication of taxes included in Operating Costs under Section 6.4), and Penta Inventory purchased a proportionate share of any cost or expense incurred by Buyer Landlord in an effort to effect a reduction in any such taxes, assessments and/or other governmental charges paid with respect to the Shopping Center during the Lease term (including, without limitation, attorneys' and appraisers' fees), computed on the same ratio that Tenant's proportionate share of Operating Costs is computed in accordance with Section 6.4, except as hereinafter provided. For any tax year or partial tax year period, the Gross Leasable Retail Area of the Shopping Center occupied shall be determined on the first day of January of each such tax year or partial tax year period. Tenant shall pay to Landlord monthly or other periodic charges based upon the estimated amount of such taxes, assessments and/or other governmental charges with respect to the Shopping Center for the taxable period that contains next ensuing calendar year, payable in advance but subject to adjustment after the Closing Date end of the calendar year on the basis of the actual cost for such year. Within one hundred twenty (120) days after the close of each calendar year, or as soon thereafter as reasonably practicable, Landlord will furnish to Tenant a detailed statement of such taxes, assessments and/or other governmental charges for such year, such statement to be prepared in accordance with standard accounting practices and to include an allocation of Tenant's share thereof computed as herein provided. Any necessary adjustments shall be prorated between Seller made promptly after delivery of such statement. The payment to be made by Tenant for the tax year, in which the Commencement Date falls and Buyer based on in which this Lease terminates shall bear the relative number of days prior same ratio to the Closing Date and on and after the Closing Date during the taxable period, with Seller being responsible for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for the period on and after the Closing Date. Buyer’s reimbursement of the prorated post-Closing ad valorem property Taxes shall be an addition to the Purchase Price. As an estimate of the amount of post-Closing ad valorem property taxes that Buyer payment which would be required to reimburse Seller hereunder be made for the full tax year as the number of days falling within such partial tax year bears to a full tax year. Landlord shall have the exclusive right (“Buyer’s Estimated Ad Valorem Share”), Buyer shall deliver Ten Thousand Dollars ($10,000but not the obligation) to Seller at the Closing. Seller shall be responsible as between Seller and Buyer for the payment of the total amount of ad valorem property Taxes imposed on contest or appeal any such taxes, assessments or other governmental charges assessed or levied with respect to the Purchased Assets for the taxable period that contains the Closing Date. Upon receipt of the ad valorem property Tax bills for the taxable period that contains the Closing Date, Seller shall calculate the prorated ad valorem property Taxes and shall refund to Buyer the amount, if any, by which Buyer’s prorated share of such ad valorem property Taxes hereunder is less than Buyer’s Estimated Ad Valorem Share. The maximum amount of ad valorem Taxes that Buyer shall be required to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem ShareShopping Center.

Ad Valorem Taxes. Ad All real property Taxes, personal property Taxes, ad valorem property obligations and similar Taxes imposed on or with respect to the Equipment removed and Penta Inventory purchased by Buyer a periodic basis, in each case levied on Ibis, other than transfer Taxes provided for the in Section 8.6(a) above, for a taxable period that contains which includes (but does not end on) the Closing Date shall be prorated apportioned between Seller Isis and Buyer AMI as of the Closing Date based on the relative 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 period. Isis shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax period. Within 90 days after the Closing, Isis and AMI shall present a reimbursement to which each is entitled under this Section 8.6(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount; provided, that if the final Tax amount due for a taxable period that includes the Closing Date is not determined within such period, a reimbursement shall be based on the amount of the relevant Tax for the preceding taxable year, subject to an adjustment within 30 days after the final amount of such Tax is determined. The proration amount shall be paid by the Party owing it to the other within 10 days after delivery of such statement. Thereafter, Isis shall notify AMI upon receipt of any xxxx for real or personal property Taxes relating to Ibis, part or all of which are attributable to the Post-Closing Tax period, and shall promptly deliver such xxxx to AMI who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any portion of the Pre-Closing Tax period, Isis shall also remit prior to the due date of assessment to AMI payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Date and on and Tax period. In the event that either Isis or AMI shall thereafter make a payment for which it is entitled to reimbursement under this Section 8.6(b), the other Party shall make such reimbursement promptly but in no event later than 30 days after the Closing Date during the taxable period, with Seller being responsible for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for the period on and after the Closing Date. Buyer’s reimbursement presentation of the prorated post-Closing ad valorem property Taxes shall be an addition to the Purchase Price. As an estimate of a statement setting forth the amount of post-Closing ad valorem property taxes that Buyer would be 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 to reimburse Seller hereunder (“Buyer’s Estimated Ad Valorem Share”), Buyer under this Section 8.6(b) and not made within 10 days of delivery of the statement shall deliver Ten Thousand Dollars ($10,000) to Seller bear interest at the Closing. Seller shall be responsible as between Seller and Buyer Applicable Rate for the payment of the total amount of ad valorem property Taxes imposed on or with respect to the Purchased Assets for the taxable period that contains the Closing Date. Upon receipt of the ad valorem property Tax bills for the taxable period that contains the Closing Date, Seller shall calculate the prorated ad valorem property Taxes and shall refund to Buyer the amount, if any, by which Buyer’s prorated share of such ad valorem property Taxes hereunder is less than Buyer’s Estimated Ad Valorem Share. The maximum amount of ad valorem Taxes that Buyer shall be required to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem Shareeach day until paid.

Ad Valorem Taxes. Ad (i) Purchaser acknowledges that, as of the year in which Closing takes place, the Townhome may not have been a separately described and assessed parcel of real estate and that, in such event, ad valorem property Taxes imposed on or with respect to the Equipment removed and Penta Inventory purchased by Buyer taxes for the taxable period Townhome for the year in which Closing takes place will be assessed under a tax bill in the name of Seller which covers additional property. Should the Townhome not be a separately described and assessed parcel of real estate, Xxxxxxxxx agrees to pay Seller at Closing that contains portion of the tax for the year in which Closing Date shall be prorated between Seller and Buyer takes place (based on the relative number prior year if the tax bill for the year in which Closing takes place is not yet available) which shall be determined by equitably pro-rating such tax bill as of days prior the date of Closing. Xxxxxx agrees to pay the entire tax bill before it becomes delinquent and, upon written request from Purchaser or any first mortgagee of the Townhome, to provide Purchaser or such mortgagee proof of payment. If the amount allocated to the Closing Date parties is based upon an estimate and on the actual bill varies from the estimate in an amount greater than One Hundred and after 00/100 ($100.00) Dollars, the Closing Date during party who paid too great an amount shall have the taxable period, with Seller being responsible for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for the period on and after the Closing Date. Buyer’s reimbursement of right to adjust the prorated post-Closing ad valorem property Taxes amount and within ten (10) days of receipt of notice the party who paid too little an amount shall be an addition pay any increased amount based on the actual tax bill to the Purchase Price. As an estimate other party. (ii) If, in the year in which Closing takes place, the Townhome is a separately described and assessed parcel of the amount of post-Closing ad valorem property taxes that Buyer would be required real estate, then Seller agrees to reimburse Seller hereunder (“Buyer’s Estimated Ad Valorem Share”), Buyer shall deliver Ten Thousand Dollars ($10,000) to Seller at the Closing. Seller shall be responsible as between Seller and Buyer for the payment of the total amount of ad valorem property Taxes imposed on or with respect to the Purchased Assets for the taxable period that contains the Closing Date. Upon receipt pay Purchaser its pro rata share of the ad valorem property Tax bills taxes applicable to the Townhome as of the date of Closing and Purchaser shall pay the ad valorem taxes on the Townhome for the taxable period that contains year of Closing prior to delinquency. If the Closing Dateamount allocated to Purchaser is based upon an estimate in an amount greater than One Hundred and No/100 ($100.00) Dollars and the actual bill varies from the estimate, Seller the party who paid too great an amount shall calculate have the right to adjust the prorated ad valorem property Taxes amount and within ten (10) days of receipt of notice, the party who paid too little shall refund to Buyer the amount, if any, by which Buyer’s prorated share of such ad valorem property Taxes hereunder is less than Buyer’s Estimated Ad Valorem Share. The maximum pay any increased amount of ad valorem Taxes that Buyer shall be required to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether based on the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem Sharetax bill to the other party.

Ad Valorem Taxes. Ad All state, county and local ad valorem property taxes on personal property, including the Portfolio Assets, shall be apportioned between Buyer and Sellers as of 11:59 p.m. on each Closing Date, computed on the basis of the fiscal year for which the same are levied, without taking into account any increases as a result of the transactions contemplated hereunder or post-Closing increases and payment of such Taxes imposed shall be made as follows: (i) Sellers shall pay all state, county and local ad valorem taxes on personal property, including the Portfolio Assets, that are assessed to Sellers. To the extent such Taxes are apportioned to Buyer under this Section 1.5(a) and are not permitted or with respect required to be billed to the Equipment removed and Penta Inventory purchased applicable lessee Obligor for reimbursement pursuant to the applicable Lease Contract, Buyer shall reimburse the applicable Seller therefor within 10 days after request by Buyer for the taxable period that contains the Closing Date such Seller. Sellers shall be prorated between Seller and Buyer based on permitted to xxxx the relative number applicable lessee Obligor for reimbursement of days prior any such Taxes assessed to Sellers if reimbursement is permitted or required pursuant to the Closing Date and on and after the Closing Date during the taxable periodapplicable Lease Contract, with Seller being responsible for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for whether or not the period on and after of assessment ends before the applicable Closing Date. Buyer’s reimbursement of the prorated post-Closing ad valorem property Buyer shall cooperate with Sellers in effectuating such xxxxxxxx to any such lessee Obligor. If such a lessee Obligor fails to pay any such Taxes shall be an addition apportioned to the Purchase Price. As an estimate of the amount of post-Closing ad valorem property taxes that Buyer would be required to reimburse Seller hereunder (“Buyer’s Estimated Ad Valorem Share”)under this Section 1.5(a) within 90 days after such billing, Buyer shall deliver Ten Thousand Dollars reimburse the applicable Seller such Taxes so apportioned to Buyer within 10 days after request by such Seller. ($10,000ii) Buyer shall pay all state, county and local ad valorem taxes on personal property, including the Portfolio Assets, that are assessed to Buyer (and in this connection Buyer shall take commercially reasonable steps to notify the relevant state, county and local ad valorem tax authorities of the sale of Assets pursuant to this Agreement and arrange for assessments to be made to Buyer as soon as commercially reasonably possible after the applicable Closing Date). To the extent such Taxes are apportioned to Seller at the Closing. Seller shall under this Section 1.5(a) and are not permitted or required to be responsible as between Seller and Buyer for the payment of the total amount of ad valorem property Taxes imposed on or with respect billed to the Purchased Assets applicable lessee Obligor for reimbursement pursuant to the taxable period that contains the Closing Date. Upon receipt of the ad valorem property Tax bills for the taxable period that contains the Closing Dateapplicable Lease Contract, Seller Sellers shall calculate the prorated ad valorem property Taxes and shall refund to reimburse Buyer the amount, if any, therefor within 10 days after request by which Buyer’s prorated share of such ad valorem property Taxes hereunder is less than Buyer’s Estimated Ad Valorem Share. The maximum amount of ad valorem Taxes that Buyer shall be required to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem Share.

Ad Valorem Taxes. Ad valorem property Taxes imposed on or with respect to the Equipment removed and Penta Inventory purchased by Buyer taxes for the taxable period that contains Property for the Closing Date shall calendar year of closing will be prorated between Buyer and Seller and Buyer based on the relative number as of days prior to the Closing Date and on and after the Closing Date during the taxable period, with Seller being responsible for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for the period on and after the Closing Date. BuyerSeller’s reimbursement portion of the prorated post-Closing ad valorem property Taxes shall taxes will be paid to Buyer at closing as an addition adjustment to the Purchase Price. As an estimate of If the amount of post-Closing ad valorem property taxes that Buyer would be required to reimburse Seller hereunder (“Buyer’s Estimated Ad Valorem Share”), Buyer shall deliver Ten Thousand Dollars ($10,000) to Seller at the Closing. Seller shall be responsible as between Seller and Buyer assessment for the payment calendar year of the total amount of ad valorem property Taxes imposed on or with respect to the Purchased Assets for the taxable period that contains the Closing Date. Upon receipt of the ad valorem property Tax bills for the taxable period that contains closing is not known at the Closing Date, the proration will be based on taxes for the previous tax year, and Buyer and Seller shall calculate will adjust the prorated ad valorem property Taxes prorations in cash within thirty days of when the actual assessment and shall refund taxes are known. Seller will promptly notify Buyer of all notices of proposed or final tax valuations and assessments that Seller receives after the Effective Date and after closing. All taxes due as of closing will be paid at closing. If the Property has been the subject of special valuation and reduced tax assessments pursuant to Buyer the amountprovisions of chapter 23, subchapter D, of the Texas Tax Code with respect to any period before the closing and additional taxes are assessed pursuant to section 23.55 thereof, the following will apply: At closing, the parties will determine the amount of deferred taxes payable if the sale of the Property as herein contemplated were deemed as of the Closing Date to constitute a change in the use of the Property that would result in the “roll-back” or recapture of deferred taxes for the current year and all preceding tax years for which the “roll-back” or recapture could be imposed (“Potential Roll-Back Amount”). Seller will deposit at closing an amount equal to the Potential Roll-Back Amount with Title Company, to be held in an interest-bearing escrow account in accordance with the terms and conditions hereinafter set forth (“Roll-Back Escrow Account”). If a subsequent change in the use of the Property results in a roll-back of deferred taxes, the portion of recaptured deferred taxes attributable to the period before the closing, if any, will be paid from the Roll-Back Escrow Account and the portion of deferred taxes attributable to the period from and after the closing, if any, will be paid by Buyer (or its successors or assigns). On the earlier of (a) the date on which Buyer’s prorated share of such ad valorem property Taxes hereunder there is less than Buyer’s Estimated Ad Valorem Share. The maximum amount of ad valorem Taxes no longer any statutory basis for recapturing any deferred taxes attributable to the period before the closing or (b) the date on which all taxes that Buyer shall may then potentially be required recaptured for any period before the closing have been recaptured, the remaining balance in the Roll-Back Escrow Account, if any, will be distributed to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem ShareSeller.

Ad Valorem Taxes. Ad valorem All real estate and personal property Taxes imposed on or with respect taxes attributable to the Equipment removed and Penta Inventory purchased by Buyer Property (“Taxes”) for the taxable period that contains tax year ending December 31, 2012 (the Closing Date shall “Tax Adjustment Year”) will be prorated between Seller and Buyer at Closing based on the relative number tax xxxx for the immediately prior tax year. Seller has paid, or will pay on or before the Closing Date, all such Taxes attributable to any Seller’s period of days ownership prior to the Tax Adjustment Year, including, without limitation, calendar year 2011. Seller will give Purchaser a credit at Closing Date and on and after the Closing Date during the taxable period, with Seller being responsible for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for the period on and after pro rata share of Taxes that have accrued for the Tax Adjustment Year as of the Closing Date. Buyer’s reimbursement If the applicable Taxes for the Property have been established for the Tax Adjustment Year, the proration of Taxes will be a final settlement. If the prorated post-Closing ad valorem property applicable Taxes shall for the Property have not been established for the Tax Adjustment Year, or if the applicable Taxes for the Property have been established for the Tax Adjustment Year and Seller chooses to initiate a protest in connection to such Taxes, the proration of Taxes will be an addition based upon the Taxes for the preceding year, provided that Purchaser and Seller will readjust to the Purchase Price. As an estimate of extent necessary (the “Tax Readjustment”) the amount of post-Closing ad valorem property taxes that Buyer would be required to reimburse Seller hereunder Seller’s credit for Taxes (“Buyer’s Estimated Ad Valorem Share”), Buyer shall deliver Ten Thousand Dollars ($10,000) to Seller at together with the Closing. Seller shall be responsible as between Seller and Buyer for the payment of the total amount of ad valorem property Taxes imposed proration reflected on or with respect to the Purchased Assets for the taxable period that contains the Closing Date. Upon Reimbursement Statement, as contemplated by Section 10.5(b) below) within 10 days after receipt of the ad valorem property Tax bills for xxxx or notice (or the taxable period that contains the Closing Date, Seller shall calculate the prorated ad valorem property Taxes and shall refund to Buyer the amountfinal resolution of Seller’s protest of Taxes, if any) establishing such Taxes for the Tax Adjustment Year, and the payments made pursuant to the Tax Readjustment will be a final settlement. All Taxes imposed for the period after the Closing because of a change of use of the Property after Closing and/or increase in the tax valuation of the Property will be paid by which BuyerPurchaser. Purchaser agrees to indemnify and hold Seller harmless from any claim, demand, liability, lien, cost or expense asserted against Seller or any of its affiliates arising out of or resulting from Purchaser’s prorated share of such ad valorem property failure to pay Taxes hereunder is less than Buyerfor the Tax Adjustment Year after Closing. Purchaser’s Estimated Ad Valorem Share. The maximum amount of ad valorem Taxes that Buyer shall be required to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem Shareindemnification obligation under this Section 10.4 will survive Closing.

Ad Valorem Taxes. Ad All real property Taxes, personal property Taxes, ad valorem property obligations and similar Taxes imposed on or with respect to the Equipment removed and Penta Inventory purchased by Buyer a periodic basis, in each case levied on Ibis, other than transfer Taxes provided for the in Section 8.6(a) above, for a taxable period that contains which includes (but does not end on) the Closing Date shall be prorated apportioned between Seller Isis and Buyer AMI as of the Closing Date based on the relative 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 period. Isis shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax period. Within 90 days after the Closing, Isis and AMI shall present a reimbursement to which each is entitled under this Section 8.6(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount; provided, that if the final Tax amount due for a taxable period that includes the Closing Date is not determined within such period, a reimbursement shall be based on the amount of the relevant Tax for the preceding taxable year, subject to an adjustment within 30 days after the final amount of such Tax is determined. The proration amount shall be paid by the Party owing it to the other within 10 days after delivery of such statement. Thereafter, Isis shall notify AMI upon receipt of any xxxx for real or personal property Taxes relating to Ibis, part or all of which are attributable to the Post-Closing Tax period, and shall promptly deliver such xxxx to AMI who shall pay the same to the appropriate taxing authority, provided, that if such xxxx covers any portion of the Pre-Closing Tax period, Isis shall also remit prior to the due date of assessment to AMI payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Date and on and Tax period. In the event that either Isis or AMI shall thereafter make a payment for which it is entitled to reimbursement under this Section 8.6(b), the other Party shall make such reimbursement promptly but in no event later than 30 days after the Closing Date during the taxable period, with Seller being responsible for such ad valorem property Taxes and Buyer reimbursing Seller for prorated ad valorem property Taxes for the period on and after the Closing Date. Buyer’s reimbursement presentation of the prorated post-Closing ad valorem property Taxes shall be an addition to the Purchase Price. As an estimate of a statement setting forth the amount of post-Closing ad valorem property taxes that Buyer would be 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 to reimburse Seller hereunder (“Buyer’s Estimated Ad Valorem Share”), Buyer under this Section 8.6(b) and not made within 10 days of delivery of the statement shall deliver Ten Thousand Dollars ($10,000) to Seller bear interest at the Closing. Seller shall be responsible as between Seller and Buyer Applicable Rate for the payment of the total amount of ad valorem property Taxes imposed on or with respect to the Purchased Assets for the taxable period that contains the Closing Date. Upon receipt of the ad valorem property Tax bills for the taxable period that contains the Closing Date, Seller shall calculate the prorated ad valorem property Taxes and shall refund to Buyer the amount, if any, by which Buyer’s prorated share of such ad valorem property Taxes hereunder is less than Buyer’s Estimated Ad Valorem Share. The maximum amount of ad valorem Taxes that Buyer shall be required to bear hereunder is Buyer’s Estimated Ad Valorem Share, regardless of whether the actual prorated amount of such ad valorem Taxes calculated hereunder exceed Buyer’s Estimated Ad Valorem Shareeach day until paid.