Common use of Allocation of Property Taxes Clause in Contracts

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 Seller and 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Seller shall notify Buyer upon receipt of any xxxx for 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 Buyer who shall pay the same to the appropriate taxing authority; provided, that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of such Property Taxes to Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.09(b), the other Party shall make such reimbursement promptly, but in no event later than thirty 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 5.09(b) and not made when due shall bear interest at the rate of ten percent per annum.

Allocation of Property Taxes. All real property taxes, 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 (the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable responsible for the proportionate amount of such and shall promptly pay when due all Property Taxes that is levied with respect to the Assets attributable to the Post-Closing Tax Period. Seller All Property Taxes levied with respect to the Assets for the Straddle Period shall notify Buyer upon 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 fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the 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 Transferred AssetsAssets for a Straddle Period, part or all of which are attributable Buyer, on one hand, and Seller, on the other hand, shall present a statement to the Post-Closing Tax Period, and other setting forth the amount of reimbursement to which each is entitled under this Section 5.7(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall promptly deliver such xxxx to Buyer who shall pay be paid by the same party owing it to the appropriate taxing authority; provided, that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date other within ten (10) days after delivery of such Property Taxes to Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Periodstatement. In the event that either Buyer or Seller or Buyer shall thereafter make a any payment for which it is entitled to reimbursement under this Section 5.09(b5.7(b), the other Party applicable party shall make such reimbursement promptly, promptly but in no event later than thirty ten (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 5.09(b) and not made when due shall bear interest at the rate of ten percent per annum.

Allocation of Property Taxes. All real property taxes, personal property taxes and similar ad valorem AD VALOREM obligations levied with respect to the Transferred Purchased Assets (the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Buyer 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer 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, Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 8.03(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 (l0) days after delivery of such statement. Thereafter, Seller shall notify Buyer Purchaser upon receipt of any xxxx for such Property Taxes 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 Buyer Purchaser 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, Seller shall also remit prior to the due date of such Property Taxes assessment to Buyer Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Buyer Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.09(b8.03(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 5.09(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 real property taxes, 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 (the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable responsible for the proportionate amount of such and shall promptly pay when due all Property Taxes that is levied with respect to the Assets attributable to the Post-Closing Tax Period. Seller All Property Taxes levied with respect to the Assets for the Straddle Period shall notify Buyer upon 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 fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the 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 Transferred Assets, part or all of which are attributable Buyer, on one hand, and Seller, on the other hand, shall present a statement to the Post-Closing Tax Period, and other setting forth the amount of reimbursement to which each is entitled under this Section 5.8(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall promptly deliver such xxxx to Buyer who shall pay be paid by the same party owing it to the appropriate taxing authority; provided, that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date other within ten (10) days after delivery of such Property Taxes to Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Periodstatement. In the event that either Buyer or Seller or Buyer shall thereafter make a any payment for which it is entitled to reimbursement under this Section 5.09(b5.8(b), the other Party applicable party shall make such reimbursement promptly, promptly but in no event later than thirty ten (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 5.09(b) and not made when due shall bear interest at the rate of ten percent 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 (a “Straddle Period”) shall be apportioned between Seller and 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 such taxable period included in the Post-Straddle Period after the Closing Tax PeriodDate. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to that portion of the Pre-Straddle Period up to and including the Closing Tax PeriodDate, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-portion of the Straddle Period following the Closing Tax PeriodDate. Within a reasonable period after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.10(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within twenty (20) 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, Seller shall notify Buyer upon receipt of any xxxx bxxx for such Property Taxes 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 Buyer who shall pay the same to the appropriate taxing authority; provided, 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, Seller shall also remit prior to the due date of such Property Taxes assessment to 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 Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.09(b5.10(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 5.09(b) and not made when due shall bear interest at the rate of ten percent 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 Seller and Buyer 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer the Company 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, 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 5.03(a), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten days after delivery of such statement. Thereafter, Seller shall notify Buyer the Company upon receipt of any xxxx for such Property Taxes 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 Buyer the Company 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, Seller shall also remit prior to the due date of such Property Taxes assessment to Buyer the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Buyer the Company shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.09(b5.03(a), the other Party shall make such reimbursement promptly, but in no event later than thirty 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 5.09(b5.03(a) and not made when due shall bear interest at the rate of ten percent per annum.

Allocation of Property Taxes. All real property taxesProperty Taxes (for the avoidance of doubt, personal property taxes and similar ad valorem obligations other than Transfer Taxes) levied with respect to the Transferred Purchased Assets (for the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date Straddle Period shall be apportioned between Purchaser and Seller and Buyer as of the Closing Date 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Property Taxes that relate to a 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 Date shall be the responsibility of the Purchaser. All installments of Property Taxes having a due date before the Closing Date shall be paid by Seller before the Closing Date, and Purchaser shall notify Buyer 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 receipt of any xxxx which party is responsible for such Property Taxes relating and which Party is to pay such Property Taxes, shall be added to or deducted from the Transferred AssetsPurchase Price. If current tax statements for any Property Taxes for a Straddle Period are not available as of the Closing Date, part or all the prior year’s tax statements will be used for purposes of which are attributable to making an estimated proration at the Post-Closing Tax PeriodClosing, and a final proration will be made promptly when the current tax statements for such Property Taxes are received. Seller shall promptly deliver remit to Purchaser any additional amounts due to Purchaser in such xxxx to Buyer who regard within ten (10) Business Days of receipt of written notice thereof from Purchaser (which notice shall pay the same to the appropriate taxing authority; provided, that if such xxxx covers any part include reasonable evidence of the Pre-Closing Tax 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 the Closing, receives any xxxx, assessment or other notice of any such Property Taxes due for any Straddle Period, Seller shall also remit prior to the due date promptly forward a copy of such Property Taxes xxxx, assessment or other notice to Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.09(b), the other Party shall make such reimbursement promptly, but in no event later than thirty 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 5.09(b) and not made when due shall bear interest at the rate of ten percent per annumPurchaser.

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 Seller and 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to that portion of such taxable period up to and including the Pre-Closing Tax PeriodDate, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-portion of such taxable period following the Closing Tax PeriodDate. Within a reasonable period after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.09(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within twenty (20) 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, Seller shall notify Buyer upon receipt of any xxxx for such Property Taxes 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 Buyer who shall pay the same to the appropriate taxing authority; provided, 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, Seller shall also remit prior to the due date of such Property Taxes assessment to 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 Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.09(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 5.09(b) and not made when due shall bear interest at the rate of ten percent per annum.

Allocation of Property Taxes. All real property taxesTo the extent not otherwise provided in this Agreement, 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 Purchased Assets attributable to the Pre-Closing Tax Period. All Property Taxes (for the “Property Tax”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 Purchaser and Seller and Buyer as of the Closing Date 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Seller shall notify Buyer upon Upon receipt of any xxxx for such Property Taxes relating Taxes, Purchaser or Seller, as applicable, shall present a statement to the Transferred Assets, part or all other setting forth the amount of reimbursement to which are attributable each is entitled under this Section 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 Post-Closing Tax Period, and shall promptly deliver such xxxx to Buyer who shall pay the same to the appropriate taxing authority; provided, that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date other within 10 days after delivery of such Property Taxes to Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Periodstatement. In the event that either Purchaser or Seller or Buyer shall thereafter make a makes any payment for which it is entitled to reimbursement under this Section 5.09(b6.06(b), the other Party applicable party shall make such reimbursement promptly, promptly but in no event later than thirty 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 5.09(b) and not made when due shall bear interest at the rate of ten percent per annum.

Allocation of Property Taxes. All real property taxes, personal property taxes Seller and similar ad valorem obligations 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 Property Tax”) 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 Buyer and Seller or between Buyer and Buyer 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. 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 Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Seller shall notify Buyer upon Upon receipt of any xxxx for such Property Taxes relating Taxes, Buyer, Seller or Selling Subsidiary, as applicable, shall present a statement to the Transferred Assets, part or all other setting forth the amount of reimbursement to which are attributable each is entitled under this Section 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 Post-Closing Tax Period, and shall promptly deliver such xxxx to Buyer who shall pay the same to the appropriate taxing authority; provided, that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date other within ten (10) days after delivery of such Property Taxes to Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Periodstatement. In the event that either Buyer, Seller or Buyer shall thereafter make a Selling Subsidiary makes any payment for which it is entitled to reimbursement under this Section 5.09(b)9.3, the other Party applicable party shall make such reimbursement promptly, promptly but in no event later than thirty ten (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 5.09(b) and not made when due shall bear interest at the rate of ten percent per annum.

Allocation of Property Taxes. All real property taxes, personal property taxes ---------------------------- and similar ad valorem obligations levied with respect to the Transferred Purchased Assets (the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Buyer 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer 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, Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.04(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 (l0) days after delivery of such statement. Thereafter, Seller shall notify Buyer Purchaser upon receipt of any xxxx for such Property Taxes 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 Buyer Purchaser 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, Seller shall also remit prior to the due date of such Property Taxes assessment to Buyer Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Buyer Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.09(b7.04(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 5.09(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 per annumSection 6621(a)(2) of the Code for each day until paid.

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 (the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and 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, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.09(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any xxxx for such Property Taxes 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 Buyer who shall pay the same to the appropriate taxing authority; provided, that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of such Property Taxes taxes to Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.09(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 5.09(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 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 (the “Property Tax”) for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and 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. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and . Buyer shall be liable responsible for the proportionate amount of such and shall promptly pay when due all Property Taxes that is levied with respect to the Assets attributable to the Post-Closing Tax Period. Seller All Property Taxes levied with respect to the Assets for the Straddle Period shall notify Buyer upon 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 fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the 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 Transferred Assets, part or all of which are attributable Buyer, on one hand, and Seller, on the other hand, shall present a statement to the Post-Closing Tax Period, and other setting forth the amount of reimbursement to which each is entitled under this Section 9.5(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall promptly deliver such xxxx to Buyer who shall pay be paid by the same party owing it to the appropriate taxing authority; provided, that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date other within 10 days after delivery of such Property Taxes to Buyer payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Periodstatement. In the event that either Buyer or Seller or Buyer shall thereafter make a any payment for which it is entitled to reimbursement under this Section 5.09(b9.5(b), the other Party applicable party shall make such reimbursement promptly, promptly but in no event later than thirty 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 5.09(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 per annumbusiness on the Closing Date.