Allocation of Tax Liabilities with respect to Acquired Assets Sample Clauses

Allocation of Tax Liabilities with respect to Acquired Assets. (i) Except to the extent accrued for on the Closing Balance Sheet, all Taxes levied or assessed against the Acquired Assets for the Tax period prior to the Tax period in which the Closing Date falls and all previous Tax periods, regardless of when due and payable, shall be paid by Seller. (ii) Except to the extent accrued for on the Closing Balance Sheet, all Taxes levied or assessed against the Acquired Assets for the Tax period in which the Closing Date falls, regardless of when due and payable, shall be prorated on a daily basis between Buyer and Seller as of the Closing Date. (iii) All Taxes levied or assessed against the Acquired Assets for the Tax periods following the Tax period in which the Closing Date falls, shall be paid by the Buyer. (iv) If the amount of such Taxes are not known at the Closing, the proration shall be based on the Taxes of the Tax period prior to the Tax period in which the Closing Date falls with an appropriate adjustment to be made between the parties upon receipt of the Tax b▇▇▇ for the Tax period in which the Closing Date falls. (v) All Taxes accrued on the Closing Balance Sheet as a liability shall be paid by Buyer.