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.

Appears in 3 contracts

Samples: Asset Purchase and Contribution Agreement, Asset Purchase and Contribution Agreement (FLO Corp), Asset Purchase and Contribution Agreement (Saflink Corp)

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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.

Appears in 1 contract

Samples: Technology Purchase Agreement (Positron Corp)

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