Allocation of Asset Taxes. (a) Seller shall be allocated and bear all Asset Taxes attributable to (i) any Tax period ending prior to the Effective Date and (ii) the portion of any Straddle Period ending immediately prior to the Effective Date, provided, however, with respect to both (i) and (ii), that Purchaser shall be allocated and bear Asset Taxes associated with the Hydrocarbons produced from, or attributable to, the Properties and sold during the period up to but excluding the Effective Date, if the amount earned from the sale is not received prior to the Cut-Off Date. Purchaser shall be allocated and bear all Asset Taxes attributable to (A) any Tax period beginning on or after the Effective Date and (B) the portion of any Straddle Period beginning on the Effective Date. (b) For purposes of determining the allocations described in Section 9.1(a), (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons shall be allocated to the taxable period in which severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are imposed on a transactional basis (other than such Asset Taxes described in clause (i)), shall be allocated to the taxable period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date and the portion of such Straddle Period beginning on the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the Effective Date, on the one hand, and the number of days in such Straddle Period that occur on or after the Effective Date, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date. (c) To the extent the actual amount of an Asset Tax is not determinable at the time an adjustment to the Purchase Price is to be made with respect to such Asset Tax pursuant to Section 2.3 or Section 8.4, Seller and Purchaser shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment. To the extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in the final Purchase Price, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable to such Party under this Section 9.1.
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Samples: Purchase and Sale Agreement (Earthstone Energy Inc), Purchase and Sale Agreement (Earthstone Energy Inc)
Allocation of Asset Taxes. (a) Seller shall be allocated and bear all Asset Taxes attributable to (i) any Tax period ending prior to the Effective Date and (ii) the portion of any Straddle Period ending immediately prior to the Effective Date, provided, however, with respect to both (i) and (ii), that Purchaser shall be allocated and bear Asset Taxes associated with the Hydrocarbons produced from, or attributable to, the Properties and sold during the period up to but excluding the Effective Date, if the amount earned from the sale is not received by Seller (including, for purposes of clarity, through an increase to the Unadjusted Purchase Price pursuant to Section 2.3) prior to the Cut-Off Date; provided, further, however, that Seller (not Purchaser) shall be allocated and bear the portion, if any, of the Asset Taxes described in the previous proviso that consist of penalties, interest or additions to any Tax to the extent attributable to a breach by Seller of the representations set forth in Section 4.3. Purchaser shall be allocated and bear all Asset Taxes attributable to (A) any Tax period beginning on or after the Effective Date and (B) the portion of any Straddle Period beginning on the Effective Date; provided, however, Seller (not Purchaser) shall be allocated and bear the portion, if any, of the Asset Taxes described in this sentence that consist of penalties, interest or additions to any Tax to the extent attributable to a breach by Seller of the representations set forth in Section 4.3.
(b) For purposes of determining the allocations described in Section 9.1(a9.1(a), (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (iii) below) shall be allocated to the taxable period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)), shall be allocated to the taxable period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date and the portion of such Straddle Period beginning on the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the Effective Date, on the one hand, and the number of days in such Straddle Period that occur on or after the Effective Date, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date.
(c) To the extent the actual amount of an Asset Tax is not determinable at the time an adjustment to the Purchase Price is to be made with respect to such Asset Tax pursuant to Section 2.3 or Section 8.4, Seller and Purchaser shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment. To the extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in the final Purchase Price, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable to such Party under this Section 9.1.
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Samples: Purchase and Sale Agreement (Laredo Petroleum, Inc.), Purchase and Sale Agreement (Laredo Petroleum, Inc.)
Allocation of Asset Taxes. (ai) Seller shall be allocated and bear all Asset Taxes attributable to (i1) any Tax period ending prior to the Effective Date and (ii2) the portion of any Straddle Period ending immediately prior to the Effective Date, providedand, however, with respect to both (i) and (ii), that Purchaser shall be allocated and bear Asset Taxes associated with the Hydrocarbons produced from, or attributable to, the Properties and sold during the period up to but excluding the Effective Date, if the amount earned from the sale is not received prior subject to the Cut-Off Date. Purchaser occurrence of the Closing, Buyer shall be allocated and bear all Asset Taxes attributable to (Ax) any Tax period beginning on or after the Effective Date and (By) the portion of any Straddle Period beginning on the Effective Date.
(bii) For purposes of determining the allocations described in Section 9.1(a10.3(b)(i), (i1) Asset Taxes that are attributable based upon or related to the severance income or production of Hydrocarbons receipts or imposed on a transactional basis shall be allocated to the taxable period in which severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are imposed on a transactional basis (other than such Asset Taxes described in clause (i)), shall be allocated to the taxable period in which the transaction giving rise to such Asset Taxes occurred, occurred and (iii2) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date and the portion of such Straddle Period beginning on the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the Effective Date, on the one hand, and the number of days in such Straddle Period that occur on or after the Effective Date, on the other hand. For purposes of clause (iii2) of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets Properties gives rise to liability for the particular Asset Tax and shall end on the day before the next such date.
(ciii) To the extent the actual amount of an Asset Tax is not determinable at the time an adjustment to the Unadjusted Purchase Price is to be made with respect to such Asset Tax pursuant to Section 2.3 Sections 10.1 or Section 8.410.2, Seller and Purchaser as applicable, (1) the Parties shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment. To , and (2) upon the extent later determination of the actual amount of an such Asset Tax (or the amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in the final Purchase PriceTax, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable to such Party under this Section 9.110.3(b).
(iv) The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, and at the requesting Party’s reasonable expense, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Asset Taxes. Notwithstanding anything to the contrary in this Agreement, the control and conduct of any audit or judicial or administrative proceeding with respect to Asset Taxes that is a third party claim shall be governed by Section 11.2.
(v) Notwithstanding anything to the contrary in this Agreement, Seller shall retain responsibility for, and shall bear and pay, all Income Taxes incurred by or imposed on Seller, its direct or indirect owners or affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, and no such Taxes shall be taken into account as adjustments to the Unadjusted Purchase Price under Sections 10.1 or 10.2.
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Allocation of Asset Taxes. (a) Seller shall be allocated and bear all Asset Taxes attributable to (i) any Tax period ending prior to the Effective Date and (ii) the portion of any Straddle Period ending immediately prior to the Effective Date, provided, however, with respect to both (i) and (ii), that Purchaser shall be allocated and bear Asset Taxes associated with the Hydrocarbons produced from, or attributable to, the Properties and sold during the period up to but excluding the Effective Date, if the amount earned from the sale is not received by Seller prior to the Cut-Off Date. Purchaser shall be allocated and bear all Asset Taxes attributable to (A) any Tax period beginning on or after the Effective Date and (B) the portion of any Straddle Period beginning on the Effective Date; provided, however, that Seller (not Purchaser) shall be allocated and bear the portion, if any, of any such Asset Taxes that consist of penalties, interest or additions to tax to the extent attributable to a breach by Seller of the representations set forth in Section 4.3.
(b) For purposes of determining the allocations described in Section 9.1(a), (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (iii) below) shall be allocated to the taxable period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)), shall be allocated to the taxable period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date and the portion of such Straddle Period beginning on the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the Effective Date, on the one hand, and the number of days in such Straddle Period that occur on or after the Effective Date, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date.
(c) To the extent the actual amount of an Asset Tax is not determinable at the time an adjustment to the Purchase Price is to be made with respect to such Asset Tax pursuant to Section 2.3 or Section 8.4, Seller and Purchaser shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment. To the extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in the final Purchase Price, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable to such Party under this Section 9.1.
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Allocation of Asset Taxes. (a) Seller shall be allocated and bear all Asset Taxes attributable to (i) any Tax period ending prior to the Effective Date Time and (ii) the portion of any Straddle Period ending immediately prior to the Effective Date, provided, however, with respect to both (i) and (ii), that Purchaser shall be allocated and bear Asset Taxes associated with the Hydrocarbons produced from, or attributable to, the Properties and sold during the period up to but excluding the Effective Date, if the amount earned from the sale is not received prior to the Cut-Off DateTime. Purchaser shall bear and be allocated and bear all Asset Taxes attributable to (A) any Tax period beginning on or after the Effective Date Time and (B) the portion of any Straddle Period beginning on at the Effective DateTime.
(b) For purposes of determining the allocations described in Section 9.1(a), (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (iii), below) shall be allocated to the taxable period in which the severance or production giving rise to such Asset Taxes occurred; provided that, if Purchaser becomes entitled, pursuant to Section 2.4(a), to any amounts earned from the sale of Hydrocarbons prior to the Effective Time, which amounts are received after the Cut-Off Date, Purchaser shall be allocated all Asset Taxes attributable to the production of such Hydrocarbons or the receipt of proceeds therefrom notwithstanding that such Hydrocarbons were produced prior to the Effective Time, (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)), shall be allocated to the taxable period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date Time and the portion of such Straddle Period beginning on at the Effective Date Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the date on which the Effective DateTime occurs, on the one hand, and the number of days in such Straddle Period that occur on or after the date on which the Effective DateTime occurs, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date.
(ci) To Subject to Section 9.1(c)(ii), Purchaser shall pay (or cause to be paid) prior to delinquency, all Asset Taxes that become due after the extent Closing Date. With respect to any such Asset Taxes that are attributable to any Tax period beginning before the actual Effective Time, Purchaser shall send to Seller a statement that allocates each such Asset Tax pursuant to Section 9.1 based upon the amount of an such Asset Tax is not determinable at actually invoiced and paid to the time an adjustment to applicable Governmental Authority by Purchaser. Such statement shall be accompanied by proof of Purchaser’s actual payment of each such Asset Tax. Within ten (10) Business Days of receipt of each such statement and proof of payment, Seller shall reimburse Purchaser for Seller’s allocated portion of each such Asset Tax, less any amounts reflected as a reduction in the Purchase Price is to be made with respect attributable to such Asset Tax pursuant to Section 2.3 2.3(g)(ii) (as reflected on the settlement statement as finally determined pursuant to Section 8.4(b) or Section 8.48.4(c), as applicable).
(ii) Notwithstanding Section 9.1(c)(i), Seller shall be responsible for paying (or causing to be paid) prior to delinquency (i) any severance Asset Taxes through the production month in which the Closing occurs and (ii) sales or use Asset Taxes attributable to any Tax period (or portion thereof) ending on or prior to the Closing Date, in each case, that become due after the Closing Date, and the preparation and timely filing of any Tax Return relating to such Asset Taxes. Seller shall provide Purchaser shall utilize the most recent information available in estimating the amount with copies of any such Tax Returns and proof of payment of such Asset Taxes.
(iii) The Parties agree that (A) this Section 9.1(c) is intended to solely address the timing and manner in which certain Tax for purposes of such adjustment. To Returns relating to Asset Taxes are filed and the extent Asset Taxes shown thereon are paid to the actual amount of an applicable taxing authority, and (B) nothing in this Section 9.1(c) shall be interpreted as altering the manner in which Asset Tax (or the amount thereof paid or Taxes are allocated to and economically borne by the Parties (except for any penalties, interest or additions to Tax imposed as a Party) is ultimately determined to be different than the amount that was taken into account in the final Purchase Price, timely payments will be made from one result of any breach by a Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable to such Party its obligations under this Section 9.19.1(c), which shall be borne by such Party).
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Allocation of Asset Taxes. (a) Seller shall be allocated and bear all Asset Taxes attributable to (i) any Tax period ending prior to the Effective Date and (ii) the portion of any Straddle Period ending immediately prior to the Effective Date, provided, however, with respect to both clauses (i) and (ii), that Purchaser shall be allocated and bear Asset Taxes associated with the Hydrocarbons produced from, or attributable to, the Properties and sold during the period up to but excluding the Effective Date, if the amount earned from the sale is not received by Seller prior to the Cut-Off Date. Purchaser shall be allocated and bear all Asset Taxes attributable to (A) any Tax period beginning on or after the Effective Date and (B) the portion of any Straddle Period beginning on the Effective Date; provided, however, that Seller (not Purchaser) shall be allocated and bear the portion, if any, of any such Asset Taxes that consist of penalties, interest or additions to tax to the extent attributable to a breach by Seller of the representations set forth in Section 4.3.
(b) For purposes of determining the allocations described in Section 9.1(a), (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than such Asset Taxes described in clause (iii) below) shall be allocated to the taxable period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)), shall be allocated to the taxable period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date and the portion of such Straddle Period beginning on the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the Effective Date, on the one hand, and the number of days in such Straddle Period that occur on or after the Effective Date, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date.
(c) To the extent the actual amount of an Asset Tax is not determinable at the time an adjustment to the Purchase Price is to be made with respect to such Asset Tax pursuant to Section 2.3 or Section 8.4, Seller and Purchaser shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment. To the extent the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in the final Purchase Price, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable to such Party under this Section 9.1.
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Allocation of Asset Taxes. (a) Seller shall be allocated and bear all Asset Taxes attributable to (i) any Tax period ending prior to the Effective Date and (ii) the portion of any Straddle Period ending immediately prior to the Effective Date, provided, however, however with respect to both clauses (i) and (ii), that if Purchaser shall be allocated and bear Asset Taxes associated with becomes entitled, pursuant to Section 2.4, to any amounts earned from the Hydrocarbons sale of hydrocarbons produced from, or attributable to, the Properties and sold during the period up to but excluding the Effective Date, if Purchaser shall be allocated and bear all unpaid Asset Taxes associated with the amount earned from production of such Hydrocarbons or the sale is not received prior to the Cut-Off Datereceipt of proceeds therefrom. Purchaser shall be allocated and bear all Asset Taxes attributable to (A) any Tax period beginning on at or after the Effective Date and (B) the portion of any Straddle Period beginning on at the Effective Date; provided, however, that Seller (not Purchaser) shall be allocated and bear the portion, if any, of any such Asset Taxes that consist of penalties, interest or additions to tax to the extent attributable to the failure by Seller or any of its Affiliates to timely file any Tax Return required to be filed on or prior to the Closing Date with respect to such Asset Taxes or to timely pay any such Asset Taxes that were or became due and payable prior to Closing.
(b) For purposes of determining the allocations described in Section 9.1(a), (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons (other than, for the avoidance of doubt, Asset Taxes that are ad valorem, property and similar Asset Taxes imposed on a periodic basis) shall be allocated to the taxable period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i), above, or that are ad valorem, property and similar Asset Taxes imposed on a periodic basis), shall be allocated to the taxable period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other and similar Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date and the portion of such Straddle Period beginning on at the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the Effective Date, on the one hand, and the number of days in such Straddle Period that occur on or after the Effective Date, on the other hand. For purposes of clause (iiiapplying this Section 9.1(b) of the preceding sentenceto Asset Taxes that are ad valorem, property and similar Asset Taxes imposed on a periodic basis, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date.
(c) To the extent the actual amount of an Asset Tax is not determinable at the time an adjustment to the Purchase Price is to be made with respect to such Asset Tax pursuant to Section 2.3 or Section 8.4, Seller and Purchaser shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment. To the extent If the actual amount of an Asset Tax (or the amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in the final Purchase PriceFinal Settlement Statement as finally determined pursuant to Section 8.4, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable to such Party under this Section 9.1. (taking into account, and without duplication of, Asset Taxes effectively borne by Seller as a result of any payments made by Seller to Purchaser under Section 9.2 in respect of Asset Taxes that are allocable to Seller pursuant to Section 9.1(a)).
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Allocation of Asset Taxes. (a) Seller shall be allocated and bear all Asset Taxes attributable to (i) any Tax period ending prior to the Effective Date and (ii) the portion of any Straddle Period ending immediately prior to the Effective Date, provided, however, with respect to both (i) and (ii), that Purchaser shall be allocated and bear Asset Taxes associated with the Hydrocarbons produced from, or attributable to, the Properties and sold during the period up to but excluding the Effective Date, if the amount earned from the sale is not received prior to the Cut-Off Date. Purchaser shall bear and be allocated and bear all Asset Taxes attributable to (A) any Tax tax period beginning on or after the Effective Date and (B) the portion of any Straddle Period beginning on the Effective Date.
(b) For purposes of determining the allocations described in Section 9.1(a), (i) Asset Taxes that are attributable to the severance or production of Hydrocarbons shall be allocated to the taxable period in which severance or production the Hydrocarbons giving rise to such Asset severance or production Taxes occurredare sold except, if sold prior to the Effective Date, but the proceeds are not paid or received on or prior to the Cut-Off Date, Purchaser shall bear such Taxes, (ii) Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i)), shall be allocated to the taxable period in which the transaction giving rise to such Asset Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Date and the portion of such Straddle Period beginning on the Effective Date by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the Effective DateDate (which for the avoidance of doubt shall not begin before the date on which ownership of the applicable Assets giving rise to liability for the particular Asset Tax), on the one hand, and the number of days in such Straddle Period that occur on or after the Effective Date, on the other hand. For purposes of clause (iii) of the preceding sentence, the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date.
(c) To the extent the actual amount of an Asset Tax is not determinable at the time an adjustment to the Purchase Price is Purchaser shall pay (or cause to be made with respect paid) prior to such delinquency, all Asset Taxes that become due after the Closing Date. Purchaser shall send to Seller a statement that apportions each Asset Tax pursuant to this Section 2.3 or Section 8.4, Seller and Purchaser shall utilize the most recent information available in estimating 9.1(c) based upon the amount of such Asset Tax for purposes of such adjustment. To the extent the actual amount of an Asset Tax (or the amount thereof Taxes actually invoiced and paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in the final Purchase Price, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount applicable Governmental Authority by Purchaser. Such statement shall be accompanied by proof of Purchaser’s actual payment of such Asset Tax that is allocable to Taxes. Within ten (10) Business Days of receipt of each such Party under this Section 9.1statement and proof of payment, Seller shall reimburse Purchaser for Seller’s allocated portion of such Asset Taxes less any amounts reflected as a reduction in the purchase price for the Assets.
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