Allocation of Taxes to Pre-Closing and Post-Closing Periods Sample Clauses

Allocation of Taxes to Pre-Closing and Post-Closing Periods. (a) All real and personal property taxes and assessments on the Acquired Assets for any taxable period commencing prior to the Closing (the "Adjustment Date") and ending after the Adjustment Date (a "Straddle Period") shall be prorated between Buyer and Seller as of the close of business on the Adjustment Date based on the best information then available, with (i) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending prior to the Adjustment Date and (ii) Buyer being liable for such Taxes attributable to any portion of a Straddle Period beginning on or after the Adjustment Date. Information available after the Adjustment Date that alters the amount of Taxes due with respect to the Straddle Period will be taken into account and any change in the amount of such Taxes shall be prorated between Buyer and Seller as set forth in the next sentence. All such prorations shall be allocated so that items relating to the portion of a Straddle Period ending prior to the Adjustment Date shall be allocated to Seller based upon the number of days in the Straddle Period prior to the Adjustment Date and items related to the portion of a Straddle Period beginning on or after the Adjustment Date shall be allocated to Buyer based upon the number of days in the Straddle Period from and after the Adjustment Date; provided, however, that the parties shall allocate any real property Tax in accordance with Section 164(d) of the Code. The amount of all such prorations that must be paid in order to convey the Acquired Assets to Buyer free and clear of all Liens other than Permitted Liens shall be calculated and paid on the Closing Date; all other prorations shall be calculated and paid as soon as practicable thereafter.
Sample 1
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Related to Allocation of Taxes to Pre-Closing and Post-Closing Periods

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