Common use of Allocation of Property Taxes Clause in Contracts

Allocation of Property Taxes. All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink and the Company as of the Closing Date based on the 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 Tax Period. Saflink shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days), Saflink and the Company shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink shall notify the Company upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax xxxx to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink or the Company shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All personal property taxes Seller shall be responsible for and similar ad valorem obligations shall promptly pay when due all Property Taxes levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink and the Company as of the Closing Date based on the 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 Tax Period. Saflink shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company Buyer shall be liable responsible for and shall promptly pay when due all Property Taxes levied with respect to the proportionate amount of such Taxes that is Assets attributable to the Post-Closing Tax Period. Within All Property Taxes levied with respect to the Assets for the Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period, as follows: the portion allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a reasonable fraction the numerator of which is the number of days in the Tax period after ending on the Closing (not to exceed ninety (90) days), Saflink Date and the Company denominator of which is the number of days in the entire Straddle Period, and the remainder of such Taxes for the Straddle Period shall be allocable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes relating to the Assets for a Straddle Period, Buyer, on one hand, and Seller, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), 5.7(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink shall notify the Company upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax xxxx to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Buyer or the Company Seller shall thereafter make a any payment for which it is entitled to reimbursement under this Section 5.05(b5.7(b), the other applicable party shall make such reimbursement promptly, promptly but in no event later than thirty ten (3010) days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets (the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company Buyer as of the Closing Date based on the 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 Tax Period. Saflink Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and the Company Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days), Saflink and the Company shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink Seller shall notify the Company Buyer upon receipt of any xxxx for personal property taxes such Property Taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company Buyer who shall pay the same to the appropriate taxing authority; provided, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink Seller shall also remit prior to the due date of the tax xxxx such Property Taxes to the Company Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Seller or the Company Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b5.09(b), the other party Party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b5.09(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. Seller and Selling Subsidiary shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Transferred Assets attributable to the Pre-Closing Tax Period. All personal property taxes and similar ad valorem obligations Property Taxes levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date Straddle Period shall be apportioned between Saflink Buyer and the Company Seller or between Buyer and Selling Subsidiary, as of the Closing Date applicable, based on the number of days of such taxable period Straddle Period included in the Pre-Closing Tax Period and the number of days of such taxable period Straddle Period included in the Post-Closing Tax Period. Saflink Seller or Selling Subsidiary, as applicable, shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and the Company Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days)Upon receipt of any xxxx for such Property Taxes, Saflink and the Company Buyer, Seller or Selling Subsidiary, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), 9.3 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink shall notify the Company upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax xxxx to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Buyer, Seller or the Company shall thereafter make a Selling Subsidiary makes any payment for which it is entitled to reimbursement under this Section 5.05(b)9.3, the other applicable party shall make such reimbursement promptly, promptly but in no event later than thirty ten (3010) days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company as of the Closing Date based on the 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 Tax Period. Saflink Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days)Closing, Saflink Seller and the Company shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b5.03(a), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party Party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink Seller shall notify the Company upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink Seller shall also remit prior to the due date of the tax xxxx assessment to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Seller or the Company shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b5.03(a), the other party Party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b5.03(a) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All personal property taxes Seller shall be responsible for and similar ad valorem obligations shall promptly pay when due all Property Taxes levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink and the Company as of the Closing Date based on the 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 Tax Period. Saflink shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company Buyer shall be liable responsible for and shall promptly pay when due all Property Taxes levied with respect to the proportionate amount of such Taxes that is Assets attributable to the Post-Closing Tax Period. Within All Property Taxes levied with respect to the Assets for the Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period, as follows: the portion allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a reasonable fraction the numerator of which is the number of days in the Tax period after ending on the Closing (not to exceed ninety (90) days), Saflink Date and the Company denominator of which is the number of days in the entire Straddle Period. Upon receipt of any xxxx for such Property Taxes relating to the Assets, Buyer, on one hand, and Seller, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), 5.8(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink shall notify the Company upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax xxxx to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Buyer or the Company Seller shall thereafter make a any payment for which it is entitled to reimbursement under this Section 5.05(b5.8(b), the other applicable party shall make such reimbursement promptly, promptly but in no event later than thirty ten (3010) days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All personal property taxes and similar ad valorem AD VALOREM obligations levied with respect to the Transferred Purchased Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company Purchaser as of the Closing Date based on the 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 Tax Period. Saflink Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days)Closing, Saflink Seller and the Company Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b8.03(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10l0) days after delivery of such statement. Thereafter, Saflink Seller shall notify the Company Purchaser upon receipt of any xxxx for personal property taxes relating to the Transferred Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company Purchaser who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink Seller shall also remit prior to the due date of the tax xxxx assessment to the Company Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Seller or the Company Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b8.03(b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b8.03(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company Buyer as of the Closing Date based on the number of days of such taxable period included in prior to and including the Pre-Closing Tax Period Date and the number of days of such taxable period included in after the Post-Closing Tax PeriodDate. Saflink Seller shall be liable for the proportionate amount of such Taxes that is attributable to that portion of such taxable period up to and including the Closing Date, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount portion of such Taxes that is attributable to taxable period following the Post-Closing Tax PeriodDate. Within a reasonable period after the Closing (not to exceed ninety (90) days)Closing, Saflink Seller and the Company Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b5.09(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party Party owing it to the other within ten twenty (1020) days Business Days after delivery of such statement, unless there is a dispute between the Parties, in which case such disputed amounts shall be paid promptly upon resolution of such dispute. Thereafter, Saflink Seller shall notify the Company Buyer upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the portion of any Post-Closing Tax PeriodPeriod following the Closing Date, and shall promptly deliver such xxxx to the Company Buyer who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the a Pre-Closing Tax PeriodPeriod or the portion of any Post-Closing Tax Period up to and including the Closing Date, Saflink Seller shall also remit prior to the due date of the tax xxxx assessment to the Company Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax PeriodPeriod or the portion of any Post-Closing Tax Period up to and including the Closing Date. In the event that either Saflink Seller or the Company Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b5.09(b), the other party Party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All With respect to Seller and each Subsidiary of Seller other than Transferred Sub, all real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company Buyer as of the Closing Date based on the 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 Tax Period. Saflink Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days)Closing, Saflink Seller and the Company Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b5.09(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party Party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink Seller shall notify the Company Buyer upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company Buyer who shall pay the same to the appropriate taxing authority; provided, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink Seller shall also remit prior to the due date of the tax xxxx such taxes to the Company Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Seller or the Company Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b5.09(b), the other party Party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b5.09(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”) shall be apportioned between Saflink Seller and the Company Buyer as of the Closing Date based on the number of days of such taxable period included in the Pre-Straddle Period prior to and including the Closing Tax Period Date and the number of days of the Straddle Period after the Closing Date. Seller shall be liable for the proportionate amount of such taxable period included in Taxes that is attributable to that portion of the Post-Straddle Period up to and including the Closing Tax Period. Saflink Date, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-portion of the Straddle Period following the Closing Tax Period, and the Company shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax PeriodDate. Within a reasonable period after the Closing (not to exceed ninety (90) days)Closing, Saflink Seller and the Company Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b5.10(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party Party owing it to the other within ten twenty (1020) days Business Days after delivery of such statement, unless there is a dispute between the Parties, in which case such disputed amounts shall be paid promptly upon resolution of such dispute. The parties shall attempt to resolve any disputed amounts within the 20 Business Day period following receipt of the statements. If such dispute is not resolved within such period, then the dispute should be resolved in accordance with Section 9.10 of this Agreement. Thereafter, Saflink Seller shall notify the Company Buyer upon receipt of any xxxx bxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-portion of any Straddle Period following the Closing Tax PeriodDate, and shall promptly deliver such xxxx bxxx to the Company Buyer who shall pay the same to the appropriate taxing authority, provided that if such xxxx bxxx covers any part of the a Pre-Closing Tax PeriodPeriod or the portion of any Straddle Period up to and including the Closing Date, Saflink Seller shall also remit prior to the due date of the tax xxxx assessment to the Company Buyer payment for the proportionate amount of such xxxx bxxx that is attributable to the Pre-Closing Tax PeriodPeriod or the portion of the Straddle Period up to and including the Closing Date. In the event that either Saflink Seller or the Company Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b5.10(b), the other party Party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All personal property taxes To the extent not otherwise provided in this Agreement, Seller shall be responsible for and similar ad valorem obligations shall promptly pay when due all Property Taxes levied with respect to the Transferred Purchased Assets attributable to the Pre-Closing Tax Period. All Property Taxes (for the avoidance of doubt, other than Transfer Taxes) levied with respect to the Purchased Assets for a taxable period that includes (but does not end on) the Closing Date Straddle Period shall be apportioned between Saflink Purchaser and the Company as of the Closing Date Seller based on the number of days of such taxable period Straddle Period included in the Pre-Closing Tax Period and the number of days of such taxable period Straddle Period included in the Post-Closing Tax Period. Saflink Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and the Company Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days)Upon receipt of any xxxx for such Property Taxes, Saflink and the Company Purchaser or Seller, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), 6.06(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) 10 days after delivery of such statement. Thereafter, Saflink shall notify the Company upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax xxxx to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Purchaser or the Company shall thereafter make a Seller makes any payment for which it is entitled to reimbursement under this Section 5.05(b6.06(b), the other applicable party shall make such reimbursement promptly, promptly but in no event later than thirty (30) 10 days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All personal property taxes and similar ad valorem obligations levied (a) With respect Property Taxes owed with respect to the Transferred Assets, (i) Sellers shall be responsible for all Property Taxes owed with respect to the Assets for any Tax period ending prior to the Closing Date (a “Pre-Closing Tax Period”); (ii) Buyer shall be responsible for all Property Taxes with respect to the Assets for any Tax period beginning on or after the Closing Date (a “Post-Closing Tax Period”); and (iii) responsibility for Property Taxes with respect to the Assets for a taxable period that includes (but does not end on) Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Closing Date shall be apportioned between Saflink and the Company as portion of such Straddle Period beginning on the Closing Date by prorating each such Property Tax based on the number of days of such taxable period Straddle Period included in the Pre-Closing Tax Period Period, on the one hand, and the number of days of such taxable period Straddle Period included in the Post-Closing Tax Period, on the other hand. Saflink Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and the Company Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing . (not to exceed ninety (90b) days)Upon receipt of any xxxx for such Property Taxes, Saflink and the Company Buyer or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b11.2(b) (taking into account any adjustments to the Purchase Price that were taken into account pursuant to Sections 3.3(a)(ii) and 3.3(b)(i)), with respect to such Property Taxes, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party Party owing it to the other within ten (10) 10 days after delivery of such statement. Thereafter, Saflink shall notify the Company upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax xxxx to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Buyer or the Company shall thereafter Sellers make a any payment for which it is entitled to reimbursement under this Section 5.05(b11.2(b), the other party applicable Party shall make such reimbursement promptly, promptly but in no event later than thirty (30) 10 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Property Taxes. All personal property taxes Seller shall be responsible for and similar ad valorem obligations shall promptly pay when due all Property Taxes levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink and the Company as of the Closing Date based on the 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 Tax Period. Saflink shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company . Buyer shall be liable responsible for and shall promptly pay when due all Property Taxes levied with respect to the proportionate amount of such Taxes that is Assets attributable to the Post-Closing Tax Period. Within All Property Taxes levied with respect to the Assets for the Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period, as follows: the portion allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a reasonable fraction the numerator of which is the number of days in the Tax period after ending on the Closing (not to exceed ninety (90) days), Saflink Date and the Company denominator of which is the number of days in the entire Straddle Period. Upon receipt of any xxxx for such Property Taxes relating to the Assets, Buyer, on one hand, and Seller, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), 9.5(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) 10 days after delivery of such statement. Thereafter, Saflink shall notify the Company upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax xxxx to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Buyer or the Company Seller shall thereafter make a any payment for which it is entitled to reimbursement under this Section 5.05(b9.5(b), the other applicable party shall make such reimbursement promptly, promptly but in no event later than thirty (30) 10 days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b) and In the case of Taxes with respect to a Straddle Period that are not made when due described above, the amount of any such Taxes for which Buyer or Seller shall bear interest at be responsible shall be determined as if such taxable period ended as of the rate close of ten percent (10%) per annumbusiness on the Closing Date.

Allocation of Property Taxes. All personal property taxes and similar ad valorem obligations Property Taxes (for the avoidance of doubt, other than Transfer Taxes) levied with respect to the Transferred Purchased Assets for a taxable period that includes (but does not end on) the Closing Date Straddle Period shall be apportioned between Saflink Purchaser and the Company as of the Closing Date Seller based on the number of days of such taxable period Straddle Period included in the Pre-Closing Tax Period and the number of days of such taxable period Straddle Period included in the Post-Closing Tax Period. Saflink Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and the Company Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Within Property Taxes that relate to a reasonable period fiscal year ending prior to the Closing Date shall be the responsibility of Seller. Property Taxes that relate to a fiscal year commencing after the Closing (not to exceed ninety (90) days), Saflink and Date shall be the Company shall present responsibility of the Purchaser. All installments of Property Taxes having a statement to due date before the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount Closing Date shall be paid by Seller before the Closing Date, and Purchaser shall pay all installments of Property Taxes having a due date on or after the Closing Date. At the Closing, the net amount of all Property Tax adjustments computed according to this Section 5.03(b), based upon which party owing it is responsible for such Property Taxes and which Party is to pay such Property Taxes, shall be added to or deducted from the other Purchase Price. If current tax statements for any Property Taxes for a Straddle Period are not available as of the Closing Date, the prior year’s tax statements will be used for purposes of making an estimated proration at the Closing, and a final proration will be made promptly when the current tax statements for such Property Taxes are received. Seller shall remit to Purchaser any additional amounts due to Purchaser in such regard within ten (10) days Business Days of receipt of written notice thereof from Purchaser (which notice shall include reasonable evidence of the taxes owed and an explanation of the amounts owed by Seller). Purchaser shall remit to Seller any excess amounts previously remitted by Seller to Purchaser hereunder within ten (10) Business Days of receipt of written notice thereof from Seller (which notice shall include reasonable evidence of the taxes owed and an explanation of the amounts owed by Seller). If Seller, from and after delivery the Closing, receives any xxxx, assessment or other notice of any such Property Taxes due for any Straddle Period, Seller shall promptly forward a copy of such statement. Thereafterxxxx, Saflink shall notify the Company upon receipt of any xxxx for personal property taxes relating assessment or other notice to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink shall also remit prior to the due date of the tax xxxx to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink or the Company shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b) and not made when due shall bear interest at the rate of ten percent (10%) per annumPurchaser.

Allocation of Property Taxes. All personal property taxes ---------------------------- and similar ad valorem obligations levied with respect to the Transferred Purchased Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company Purchaser as of the Closing Date based on the 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 Tax Period. Saflink Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days)Closing, Saflink Seller and the Company Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b7.04(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10l0) days after delivery of such statement. Thereafter, Saflink Seller shall notify the Company Purchaser upon receipt of any xxxx for personal property taxes relating to the Transferred Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Company Purchaser who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Saflink Seller shall also remit prior to the due date of the tax xxxx assessment to the Company Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Saflink Seller or the Company Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b7.04(b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b7.04(b) and not made when due shall bear interest at the rate per annum determined, from time to time, under the provisions of ten percent (10%Section 6621(a)(2) per annumof the Code for each day until paid.

Allocation of Property Taxes. All personal property taxes and similar ad valorem AD VALOREM obligations levied with respect to the Transferred Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Saflink Seller and the Company as of the Closing Date based on the 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 Tax Period. Saflink Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing (not to exceed ninety (90) days)Closing, Saflink Seller and the Company shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.05(b5.03(a), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party Party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Saflink Seller shall notify the Company upon receipt of any xxxx bill for personal property taxes relating to the Transferred AssetsAssexx, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx bill to the Company who shall pay the same to the appropriate taxing taxixx authority, provided that if such xxxx bill covers any part of the Pre-Closing Tax Period, Saflink shall also Seller shaxx xlso remit prior to the due date of the tax xxxx assessment to the Company payment for the proportionate amount of such xxxx bill that is attributable to the Pre-Closing Tax Period. In the event exxxx that either Saflink Seller or the Company shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.05(b5.03(a), the other party Party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of 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 under this Section 5.05(b5.03(a) and not made when due shall bear interest at the rate of ten percent (10%) per annum.