Allocation of Ad Valorem Taxes. Each of the Seller and the Buyer shall be responsible for its pro rata share of the current year’s personal property, real property, ad valorem and similar Taxes with respect to the Purchased Assets, prorated on a calendar year basis as of the Closing Date. Notwithstanding the foregoing, Seller shall be responsible for all Taxes for all prior calendar years and periods prior to and including the Closing Date.
Allocation of Ad Valorem Taxes. Seller shall pay ad valorem real property taxes on the Assets for all times through the applicable Closings and all transfer tax related to this transaction.
Allocation of Ad Valorem Taxes. Within 90 days of Closing Buyer and Sellers shall agree on a proration of ad valorem taxes with respect to properties subject to such taxes, based on the number of days in 1998 before and after the Effective Date. Sellers shall be liable for ad valorem taxes prorated for the number of days up to the Effective Date, and the applicable Seller shall be entitled to refunds of such ad valorem taxes attributable to such period. Buyer shall be liable for ad valorem taxes prorated for the period on or subsequent to the Effective Date, and will be entitled to any refunds of such taxes attributable to such period. In the event that as of the Closing ad valorem taxes for 1998 have not yet been assessed, Buyer and Sellers shall estimate the amount of ad valorem taxes due in 1998 based upon the assessed value of such property in 1997, and Sellers shall, at Closing, either pay to Buyer the estimated portion of such ad valorem tax due up to the Effective Date, or the parties shall make an appropriate adjustment to the Purchase Price paid to the applicable Seller in the amount of the estimated portion of ad valorem tax due up to the Effective Date. Thereafter, Buyer shall be responsible for the timely payment of all ad valorem taxes.
Allocation of Ad Valorem Taxes. Ad valorem real property taxes on the Assets for all years prior to the current tax upon shall be paid by PinnOak and Sellers. Ad valorem real property taxes on the Assets for the current year shall be paid as provided in the Lease Agreements. It is acknowledged by the Parties that:
(a) Without limiting Section 2.1 or any other provision of this Agreement, it is the intent of the Parties that the Assets not include:
(i) the surface, buildings and improvements thereon which are owned by either Seller or an Affiliate of either Seller (the "Retained Property"); and
(ii) certain property rights and interests of other parties (the "Other Interests");
(b) The Retained Property will at sometime hereafter be subject to assessment for taxation as personal property or as part of the leasehold estate being created under the Lease Agreements.
(c) The Other Interests will at sometime hereafter be subject to assessment separate from the Assets; and
(d) The County Assessor (or other appropriate assessing official) of the Counties in the jurisdictions in which the Coal Reserves, Retained Property and Other Interests are located may not separately assess the Coal Reserves from the Retained Property or Other Interests until the applicable next assessment date (being July 1st in West Virginia and October 1 in Alabama) following the Closing Date. Accordingly, there may be at least one year during which the Coal Reserves may be assessed together with the Retained Property and Other Interests. For example, with respect to the WV Coal Reserves, if the Closing is in June 2003, the WV Coal Reserves and Retained Property in West Virginia may not be separately assessed until July 1, 2003 (for tax year 2004). As a result, the taxes for the year 2003 on the WV Coal Reserves would be combined with the taxes on the Retained Property and Other Interests in West Virginia. If the Coal Reserves, the Retained Property and Other Interests are not separately assessed, then Buyer shall submit to PinnOak and Sellers, as soon as possible after Buyer's receipt of the applicable tax bill, a statement for PinnOak's and Sellers' pro rata share of such xxxxs calculated by reasonably prorating the amount of Taxes for land with respect to other real property composing the tax parcel of which the Coal Reserves are a part and determining the portion of the Taxes applicable to the Other Interests and Retained Property based upon their relative values. PinnOak and Sellers may, within five (5) days after rec...
Allocation of Ad Valorem Taxes. Each District, in order to carry out and effectuate its pledge contained in Section 5.01 of the Series 2011 Joint Acquisition Agreement, has agreed and covenanted and, in order to carry out and effectuate its pledge contained in Section 5.01 hereof, hereby agrees and covenants, that all Ad Valorem Taxes received by it shall be deposited when and as received in its Ad Valorem Tax Account. Each District shall set aside and deposit or transfer, as the case may be, from its Ad Valorem Tax Account the amounts set forth below at the following times and in the following order of priority:
Allocation of Ad Valorem Taxes. Sellers and Purchaser shall each pay their respective pro rata portion of all 2007 ad valorem or similar Taxes on any property, or under any lease, included in the Acquired Assets, as provided in the Escrow Instructions.
Allocation of Ad Valorem Taxes. Seller shall be liable for and responsible for the payment of all ad valorem and property taxes with respect to the Assets for all periods prior to the Closing Date.
Allocation of Ad Valorem Taxes. Seller shall be responsible for and shall pay (or cause to be paid) all ad valorem real property taxes (including unmined mineral taxes) on the Assets assessed on or before December 31, 2003.
Allocation of Ad Valorem Taxes. All personal property Taxes or ad valorem obligations and similar recurring Taxes on the Transferred Assets (“Ad Valorem Taxes”) will be prorated between Buyer and Sellers as of the Closing Date. Sellers will be responsible for all such Taxes on the Transferred Assets to the extent attributable to any period (or portion thereof) up to but not including the Closing Date. Buyer will be responsible for all such Taxes on the Transferred Assets to the extent attributable to any period (or portion thereof) commencing on or after the Closing Date (including any revaluation or reassessment as a result of this Transaction affecting Taxes after the Closing or any subsequent transaction after the Closing Date). With respect to Ad Valorem Taxes, Sellers shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of Sellers that are required to be filed for all taxable periods ending on or before the Closing Date (“Pre-Closing Tax Periods”) and shall control the defense and settlement of any audit or Action relating to the Tax Returns for the Sellers for all Pre-Closing Tax Periods. Buyer shall provide timely notice to Sellers of any communication from a taxing authority that Buyer may receive with respect to any Pre-Closing Tax Period. Buyer shall prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns with respect to Ad Valorem Taxes that are required to be filed in respect of the Transferred Assets, including for all taxable periods beginning before and ending after the Closing Date (“Straddle Period”), and shall control the defense and settlement of any audit or Action relating to the Transferred Assets for such Straddle Periods. Seller shall provide timely notice to Buyer of any communication from a taxing authority that Seller may receive with respect to any Straddle Period. If one party remits to the appropriate Governmental Entity payment for Taxes that are subject to proration under this Section 5.7(b), and such payment includes the other party’s share of such Taxes, such other party will promptly reimburse the remitting party for its share of such Taxes.
Allocation of Ad Valorem Taxes. Each Seller and the Buyer shall be responsible for its pro rata share of the current year’s personal property, real property, ad valorem and similar Taxes (“Ad Valorem Taxes”) with respect to the Purchased Assets and the Assigned Leased Real Property (as applicable), allocated and prorated on a calendar year basis as of the Closing Date. Notwithstanding the foregoing, each Seller shall be responsible for all Taxes for all prior calendar years and periods prior to and including the Closing Date . The amount of allocations of Ad Valorem Taxes pursuant to this Section 9.4(d) shall be settled and paid on the Closing Date as an adjustment to the Purchase Price; provided, however, that where the allocations made as of the Closing Date are based on estimates, final payments shall be calculated and paid as soon as practicable after the Closing Date.
