Common use of Allocation of Taxes Clause in Contracts

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for and shall promptly pay when due all Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. The Sellers shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to the Purchased Assets, the Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 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. In the event that the Buyer or the Sellers shall make any payment for which it is entitled to reimbursement under this Section 9.2, the applicable party shall make such reimbursement promptly but in no event later than ten (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.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All property taxes and shall promptly pay when due all Taxes similar ad valorem obligations levied with respect to the Purchased Assets attributable to for a taxable period that includes (but does not end on) the Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period Date shall be apportioned between Seller and 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, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. The Sellers Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing, the Buyer Seller and the Sellers Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 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 thirty (1030) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any bill xxx personal property taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bill xx Purchaser who shall pay the same to the appropriate taxing authority, provided that if such bill xxxers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such bill xxxt is attributable to the Pre-Closing Tax Period. In the event that the Buyer either Seller or the Sellers Purchaser shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.27.04(b), the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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 7.04(b) and not made within thirty (30) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. To Seller shall pay or cause to be paid, directly to the extent not allocated in this Agreementtaxing authority, all ad valorem or similar real and personal property taxes assessed on the Sellers shall be responsible for Real Property Interests and shall promptly pay when due all Taxes levied Equipment, as applicable (“Real and Personal Property Taxes”), with respect to all periods before the Purchased Assets attributable tax year during which the Closing occurs (the “Current Tax Year”). Buyer shall pay or cause to be paid directly to the Pre-Closing Tax Period. All taxing authority all Real and Personal Property Taxes levied against Sellers assessed with respect to any period after the Purchased Assets Current Tax Year. The Parties shall each pay a share of any Real and Personal Property Taxes for the Straddle Period Current Tax Year under the following method of prorating: each Party’s share of Real and Personal Property Taxes for the Current Tax Year shall be apportioned between the Pre-Closing Tax Period and fraction of the Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 total number of days in such tax year that such Party owned the Real Property Interests and Equipment, as applicable. Each Party’s pro rata share of such Real and Personal Property Taxes for the Current Tax period ending Year shall be estimated as of the close of business on the last Business Day immediately prior to the Closing Date and (the denominator of which is “Adjustment Date”) based on the number of days in best information then available. If, prior to the entire Straddle PeriodClosing, and (ii) in Seller has received any bills from a taxing authority setting forth the case final amount of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. The Sellers shall be liable such Real and Personal Property Taxes for the proportionate Current Tax Year, Seller shall pay the total amount of such Real and Personal Property Taxes attributable due according to such bills, and Buyer shall pay its share of such amount to Seller at the Closing in accordance with this Section 11.2 and Section 2.2(e) of this Purchase Agreement. If Buyer receives any such final bills after the Closing, Buyer shall pay or cause to be paid the entire amount due according to such bills directly to the Purchased Assets taxing authority; Buyer shall, within thirty (30) days after receiving such bills, deliver a copy of such bills to Seller; and Seller, within thirty (30) days after receiving such copies, shall pay its share of the amount due to Buyer according to this Section 11.2. Each Party agrees to notify the other Party in writing if it obtains information after the Adjustment Date that is attributable to alters the Pre-Closing amount of Real and Personal Property Taxes for the Current Tax PeriodYear due hereunder. After receipt of such notification by the other Party, the Parties shall take the information into account, prorate any resulting change in the amount of Real and Personal Property Taxes for the Current Tax Year consistent with the method of prorating set forth above, and adjust any prior payments made by a Party for its respective share of such taxes (with the Buyer effect that if a Party overpaid its share of such taxes, the other Party shall be liable for pay to such Party the proportionate amount of the overpayment, and if a Party underpaid its share of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for taxes, such Taxes relating to the Purchased Assets, the Buyer and the Sellers Party shall present a statement pay to the other setting forth Party the amount of reimbursement to which each is entitled under this Section 9.2 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. In the event that the Buyer or the Sellers shall make any payment for which it is entitled to reimbursement under this Section 9.2, the applicable party shall make such reimbursement promptly but in no event later than ten (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 reimbursementshortfall).

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All real and shall promptly pay when due all personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Acquired Assets attributable for a Straddle Period shall, to the Pre-extent that the Buyers are responsible therefor after the Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period shall Date, be apportioned between the Willtek Group and the Buyers 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, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. The Sellers Willtek Group shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer Buyers shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing, the Buyer Willtek Group and the Sellers Buyers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 6.3 for the Straddle Period, 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, Willtek Group shall notify the Buyers upon receipt of any xxxx for personal property taxes relating to the Acquired Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Buyers, and the Buyers shall pay the same to the appropriate Tax Authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, The Willtek Group shall also remit to the Buyers prior to the due date of assessment, payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Buyer Willtek Group or the Sellers Buyers shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.26.3, the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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. The foregoing shall apply, but not be limited to, that circumstance where liability is imposed on the Buyers for Taxes of the Business pertaining to the Pre-closing Period based on Section 75 of the German General Tax Code (Abgabenordnung) or any comparable national equivalent applicable in any other jurisdiction. Any payment required under this Section 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the one month LIBOR Rate plus two (2%) percent until paid.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for (a) All personal property taxes and shall promptly pay when due all Taxes similar ad valorem obligations levied with respect to the Purchased Canadian ProTurf Assets attributable to that accrue during the Pre-Sellers' taxable period that ends on the Closing Tax PeriodDate shall be paid by Sellers. All Taxes personal property taxes and similar ad valorem obligations levied against Sellers with respect to the Purchased Canadian ProTurf Assets that accrue during Buyer's taxable period that begins after the Closing Date shall be paid by Buyer. All personal property taxes and similar ad valorem obligations levied with respect to the Canadian ProTurf Assets that accrue for a taxable period which includes (but does not end on) the Straddle Period Closing Date shall be apportioned between Sellers, on the Pre-Closing Tax Period one hand, and Buyer, on the Post-Closing Tax Periodother, as follows: (i) in of the case of any Taxes other than Taxes Closing Date based upon or related to income or receipts, 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 on the number of days of such taxable period included in the Tax pre-Closing tax period ending on the Closing Date and the denominator of which is the number of days of such taxable period included in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Prepost-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Datetax period. The Sellers shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets taxes that is attributable to the Prepre-Closing Tax Periodtax period. Within 180 days after the Closing Date, Sellers and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to the Purchased Assets, the Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 10.02 together with such supporting evidence as is reasonably necessary to calculate the proration any allocated amount. The proration allocated amount shall be paid by the party or parties owing it to the other other(s) within ten (10) 10 days after delivery of such statement. Thereafter, Sellers shall notify Buyer upon receipt of any bill xxx personal property taxes relating to the Canadian ProTurf Assets, part or all of which are attributable to the post-Closing tax period, and shall promptly deliver such bill xx Buyer who shall pay the same to the appropriate taxing authority, PROVIDED, that if such bill xxxers the pre-Closing tax period, Sellers shall also remit prior to the due date of assessment to Buyer payment for the proportionate amount of such bill xxxt is attributable to the pre-Closing tax period. In the event that either Sellers, on the Buyer one hand, or Buyer, on the Sellers other, shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.210.02, the applicable other party or parties shall make such reimbursement promptly but in no event later than ten (10) 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 and not made within 10 days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the U.S. Internal Revenue Code of 1986, as amended, for each day until paid.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All personal property taxes and shall promptly pay when due all Taxes similar ad valorem obligations levied with respect to the Purchased Transferred Assets attributable for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Sellers and Buyer as of the Closing Date based on the number of days of such taxable period included in the period on and prior to the Closing Date (“Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period shall be apportioned between the Pre-Closing Tax Period ”) and the number of days of such taxable period included in the period commencing after the Closing Date (the “Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date”). The Sellers shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing, the Sellers and Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 6.3, 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, Sellers shall notify 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 Buyer, and Buyer shall pay the same to the appropriate taxing authority; provided, however, that if such xxxx covers any part of the Pre-Closing Tax Period, Sellers shall also remit to Buyer prior to the due date of assessment payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Sellers or Buyer or the Sellers shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.26.3, the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All personal property taxes and shall promptly pay when due all Taxes similar ad valorem obligations levied with respect to the Purchased Transferred Assets attributable for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Sellers and Buyer as of the Closing Date based on the number of days of such taxable period included in the period on and prior to the Closing Date (“Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period shall be apportioned between the Pre-Closing Tax Period ”) and the number of days of such taxable period included in the period commencing after the Closing Date (the “Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date”). The Sellers shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing, the Sellers and Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 6.3, 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, Sellers shall notify Buyer upon receipt of any bxxx 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 bxxx to Buyer, and Buyer shall pay the same to the appropriate taxing authority; provided, however, that if such bxxx covers any part of the Pre-Closing Tax Period, Sellers shall also remit to Buyer prior to the due date of assessment payment for the proportionate amount of such bxxx that is attributable to the Pre-Closing Tax Period. In the event that the Sellers or Buyer or the Sellers shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.26.3, the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All real and shall promptly pay when due all Taxes personal property taxes and similar ad valorem obligations levied with respect to the Purchased Transferred Assets attributable 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 period on and prior to the Closing Date ("Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period shall be apportioned between the Pre-Closing Tax Period ") and the number of days of such taxable period included in the period commencing after the Closing Date (the "Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date"). The Sellers Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing, the Seller and Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 6.3, 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, Seller shall notify Buyer upon receipt of any bxxx 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 bxxx to Buyer, and Buyer shall pay the same to the appropriate taxing authority, provided that if such bxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit to Buyer prior to the due date of assessment payment for the proportionate amount of such bxxx that is attributable to the Pre-Closing Tax Period. In the event that the Seller or Buyer or the Sellers shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.26.3, the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. To the extent not allocated in this AgreementAll real property taxes, personal property taxes and similar ad valorem obligations (collectively, the Sellers shall be responsible for and shall promptly pay when due all Taxes "Apportioned Obligations") levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Acquired Assets for a taxable period which includes (but does not end on) the Straddle Period Closing Date shall be apportioned between the Seller and the 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 or Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Daterespectively. The Sellers Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets taxes that is attributable to the Pre-Closing Tax Period. Within ninety (90) days after the Closing, each of the Seller and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to the Purchased Assets, the Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 Section7(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, the Seller shall notify the Buyer upon receipt of any xxxx for real or personal property taxes relating to the Acquired Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Buyer who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers the Pre-Closing Tax Period, the Seller shall also remit to the Buyer prior to the due date of assessment payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either the Seller or the Buyer or the Sellers shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.2Section7(b), the applicable other party shall make such reimbursement promptly but in no event later than ten thirty (1030) 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 and not made within ten (10) days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. To Seller shall pay or cause to be paid, directly to the extent not allocated in this Agreementtaxing authority, all ad valorem or similar real and personal property taxes assessed on the Sellers Real Property Interests and Equipment, as applicable (“Real and Personal Property Taxes”), with respect to all periods before the fiscal tax year during which the Closing occurs (the “Current Tax Year”). Buyer shall pay or cause to be responsible paid directly to the taxing authority all Real and Personal Property Taxes assessed with respect to any period after the Current Tax Year. Seller agrees to indemnify and hold Buyer harmless for and shall promptly pay when due all Taxes levied arising out of, accruing, incident, relating to, or in connection with respect Seller or Seller’s Affiliates’ failure to pay Taxes attributable or allocable to the Purchased Assets (excluding any sales or transfer Taxes to the extent arising from the sale and purchase of the Purchased Assets) attributable to the Pre-Closing Tax Period. All Taxes levied against Sellers with respect or accruing during periods prior to the Purchased Assets Closing Date. 50 The Parties shall each pay a share of any Real and Personal Property Taxes for the Straddle Period shall be apportioned between the Pre-Closing Current Tax Period and the Post-Closing Tax Period, Year as follows: (i) in the case each Party’s share of any Taxes other than Taxes based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period such taxes shall be deemed to be the amount fraction of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the total number of days in such fiscal tax year that such Party owned the Tax period ending Purchased Assets, as applicable with, for the avoidance of doubt, Buyer treated as owning the Purchased Assets on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on after the Closing Date. The Sellers At Closing, Seller shall be liable for the proportionate amount of such Taxes attributable issue Buyer a credit or charge to the Purchased Assets that is attributable Purchase Price based on Seller’s estimated share of current year taxes, real or personal, reduced by any property taxes paid by Seller prior to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Periodclosing. Upon receipt of any xxxx for such Taxes relating to the Purchased Assets, the Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall All tax bills received after closing will be paid by the party owing it Buyer directly to the other within ten taxing authorities prior to any delinquency date. Any tax bills received by Seller shall be promptly forwarded to Buyer for payment. Within thirty (1030) days after delivery receiving all tax bills related to the current tax year, Buyer shall determine the total amount of such statement. In the event that the actual taxes paid directly to taxing authorities by both Buyer or the Sellers and Seller and shall make any payment for which it is entitled calculate Seller’s share according to reimbursement under this Section 9.211.2. If Seller’s actual share of taxes exceeds the Seller’s estimated share of current year taxes calculated at closing, then Buyer shall xxxx Seller for the applicable party underpayment. If Seller’s actual share of taxes is less than the Seller’s estimated share of current year taxes calculated at closing, then Buyer shall make such reimbursement promptly but in no event later than ten (10) days after pay Seller for 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.overpayment. ARTICLE XII

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All real and shall promptly pay when due all Taxes personal property taxes and assessments and similar ad valorem obligations levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Taxes levied against Sellers with respect to any of the Purchased Assets for a taxable period that includes (but does not end on) the Straddle Period Closing Date shall be apportioned between Seller and 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, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. The Sellers Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing Date, the Buyer Seller and the Sellers Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 7.05(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, Seller shall notify Purchaser upon receipt of any xxxx for real or personal property taxes or assessments relating to any of the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to 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, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Buyer either Seller or the Sellers Purchaser shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.27.05(b), the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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 7.05(b) and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. To Seller shall pay or cause to be paid, directly to the extent not allocated in this Agreementtaxing authority, all ad valorem or similar real and personal property taxes assessed on the Sellers Real Property Interests and Equipment, as applicable (“Real and Personal Property Taxes”), with respect to all periods before the fiscal tax year during which the Closing occurs (the “Current Tax Year”). Buyer shall pay or cause to be responsible paid directly to the taxing authority all Real and Personal Property Taxes assessed with respect to any period after the Current Tax Year. Seller agrees to indemnify and hold Buyer harmless for and shall promptly pay when due all Taxes levied arising out of, accruing, incident, relating to, or in connection with respect Seller or Seller’s Affiliates’ failure to pay Taxes attributable or allocable to the Purchased Assets (excluding any sales or transfer Taxes to the extent arising from the sale and purchase of the Purchased Assets) attributable to the Pre-Closing Tax Period. All Taxes levied against Sellers with respect or accruing during periods prior to the Purchased Assets Closing Date. 50 The Parties shall each pay a share of any Real and Personal Property Taxes for the Straddle Period shall be apportioned between the Pre-Closing Current Tax Period and the Post-Closing Tax Period, Year as follows: (i) in the case each Party’s share of any Taxes other than Taxes based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period such taxes shall be deemed to be the amount fraction of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the total number of days in such fiscal tax year that such Party owned the Tax period ending Purchased Assets, as applicable with, for the avoidance of doubt, Buyer treated as owning the Purchased Assets on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on after the Closing Date. The Sellers At Closing, Seller shall be liable for the proportionate amount of such Taxes attributable issue Buyer a credit or charge to the Purchased Assets that is attributable Purchase Price based on Seller’s estimated share of current year taxes, real or personal, reduced by any property taxes paid by Seller prior to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Periodclosing. Upon receipt of any xxxx for such Taxes relating to the Purchased Assets, the Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall All tax bills received after closing will be paid by the party owing it Buyer directly to the other within ten taxing authorities prior to any delinquency date. Any tax bills received by Seller shall be promptly forwarded to Buyer for payment. Within thirty (1030) days after delivery receiving all tax bills related to the current tax year, Buyer shall determine the total amount of such statement. In the event that the actual taxes paid directly to taxing authorities by both Buyer or the Sellers and Seller and shall make any payment for which it is entitled calculate Seller’s share according to reimbursement under this Section 9.211.2. If Seller’s actual share of taxes exceeds the Seller’s estimated share of current year taxes calculated at closing, then Buyer shall xxxx Seller for the applicable party underpayment. If Seller’s actual share of taxes is less than the Seller’s estimated share of current year taxes calculated at closing, then Buyer shall make such reimbursement promptly but in no event later than ten (10) days after pay Seller for 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 reimbursementoverpayment.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All real and shall promptly pay when due all Taxes personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Transferred Assets for a taxable period that includes (but does not end on) the Straddle Period Closing Date shall be apportioned between Seller and Buyer as of the Pre-Closing Tax Period and the Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes Date based upon or related to income or receipts, 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 on the number of days of such taxable period included in the Tax period ending on and prior to the Closing Date ("PRE-CLOSING TAX PERIOD") and the denominator of which is the number of days of such taxable period included in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on period commencing after the Closing DateDate (the "POST-CLOSING TAX PERIOD"). The Sellers Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing, the Seller and Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 6.3, 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, Seller shall notify Buyer upon receipt of any bill for personal property taxes relating to the Transferred Axxxxs, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bill to Buyer, and Buyer shall pay the same to the appropriate xxxing authority, provided that if such bill covers any part of the Pre-Closing Tax Period, Seller shaxx xlso remit to Buyer prior to the due date of assessment payment for the proportionate amount of such bill that is attributable to the Pre-Closing Tax Period. In the xxx event that the Seller or Buyer or the Sellers shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.26.3, the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for (a) All personal property taxes and shall promptly pay when due all Taxes similar ad valorem obligations levied with respect to the Purchased U.S. ProTurf Assets attributable to that accrue during the Pre-Sellers' taxable period that ends on the Closing Tax PeriodDate shall be paid by Sellers. All Taxes personal property taxes and similar ad valorem obligations levied against Sellers with respect to the Purchased U.S. ProTurf Assets that accrue during Buyers' taxable period that begins after the Closing Date shall be paid by Buyers. All personal property taxes and similar ad valorem obligations levied with respect to the U.S. ProTurf Assets that accrue for a taxable period which includes (but does not end on) the Straddle Period Closing Date shall be apportioned between Sellers, on the Pre-Closing Tax Period one hand, and Buyers, on the Post-Closing Tax Periodother, as follows: (i) in of the case of any Taxes other than Taxes Closing Date based upon or related to income or receipts, 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 on the number of days of such taxable period included in the Tax pre-Closing tax period ending on the Closing Date and the denominator of which is the number of days of such taxable period included in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Prepost-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Datetax period. The Sellers shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets taxes that is attributable to the Prepre-Closing Tax Periodtax period. Within 180 days after the Closing Date, Sellers and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to the Purchased Assets, the Buyer and the Sellers Buyers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 10.02 together with such supporting evidence as is reasonably necessary to calculate the proration any allocated amount. The proration allocated amount shall be paid by the party or parties owing it to the other other(s) within ten (10) 10 days after delivery of such statement. Thereafter, Sellers shall notify Buyers upon receipt of any bill xxx personal property taxes relating to the U.S. ProTurf Assets, part or all of which are attributable to the post-Closing tax period, and shall promptly deliver such bill xx Buyers who shall pay the same to the appropriate taxing authority, PROVIDED, that if such bill xxxers the pre-Closing tax period, Sellers shall also remit prior to the due date of assessment to Buyers payment for the proportionate amount of such bill xxxt is attributable to the pre-Closing tax period. In the event that either Sellers, on the Buyer one hand, or Buyers, on the Sellers other, shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.210.02, the applicable other party or parties shall make such reimbursement promptly but in no event later than ten (10) 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.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All real and shall promptly pay when due all Taxes personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Transferred Assets for a taxable period that includes (but does not end on) the Straddle Period Closing Date shall be apportioned between Seller and Buyer as of the Pre-Closing Tax Period and the Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes Date based upon or related to income or receipts, 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 on the number of days of such taxable period included in the Tax period ending on and prior to the Closing Date ("PRE-CLOSING TAX PERIOD") and the denominator of which is the number of days of such taxable period included in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on period commencing after the Closing DateDate (the "POST-CLOSING TAX PERIOD"). The Sellers Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing, the Seller and Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 6.3, 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, Seller shall notify 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 Buyer, and Buyer 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 to Buyer prior to the due date of assessment payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Seller or Buyer or the Sellers shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.26.3, the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate of four percent (4%) per annum for each day until paid.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All personal and shall promptly pay when due all Taxes business property ------------------- taxes and similar ad valorem obligations levied with respect to the Purchased Assets attributable to for a taxable period that includes (but does not end on) the Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period Date shall be apportioned between Seller and 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, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. The Sellers Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing, the Buyer Seller and the Sellers Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 7.3(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 (10l0) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for personal property taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to 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, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Buyer either Seller or the Sellers Purchaser shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.27.3(a), the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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 7.3(a) and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. To All taxes of any kind (including, without limitation, personal property taxes and similar ad valorem obligations and business taxes, but — for the extent not allocated in this Agreement, avoidance of doubt — excluding income tax or tax on capital gains upon the Sellers shall be responsible for and shall promptly pay when due all Taxes sale of the Transferred Assets) levied with respect to the Purchased Transferred Assets attributable to or the Pre-Business for a taxable period that includes (but does not end on) the Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period Date shall be apportioned prorata temporis between the Seller and the 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, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. The Sellers Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing, the Buyer Seller and the Sellers Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 5.2, 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. From time to time after the Closing, as may be necessary, the Seller shall notify the Buyer upon receipt of any bxxx for tax relating to the Transferred Assets or the Business (such as personal property taxes and business taxes), part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bxxx to the Buyer who shall pay the same to the appropriate taxing authority, provided that if such bxxx covers any part of the Pre-Closing Tax Period, the Seller shall also remit prior to the due date of assessment to the Buyer payment for the proportionate amount of such bxxx that is attributable to the Pre-Closing Tax Period. In the event that either the Seller or the Buyer or the Sellers shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.25.2, the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten thirty (1030) 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 5.2 and not made when due shall bear interest at the rate of seven and one-half percent (7.5%) per annum.

Allocation of Taxes. To the extent not allocated in this Agreement(a) Any liability for real property tax, the Sellers shall be responsible for and shall promptly pay when due all Taxes personal property tax or any similar ad valorem obligation levied with respect to any Transferred Asset or the Purchased Assets attributable to Businesses for a taxable period which includes (but does not end on) the Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period shall Date will be apportioned between ratably as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. The Sellers shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to taxable period included in the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within one year after the Purchased AssetsClosing, the Buyer LM and the Sellers shall Company will each present a statement to the other setting forth the amount of reimbursement to which each is it and its Affiliates are entitled under this Section 9.2 III.03(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall will be paid by the party owing it to the other within ten (10) 30 days after delivery of such statement. Thereafter, LM will notify the Company upon receipt of any xxxx for real or personal property taxes relating to the Transferred Assets or the Businesses, part or all of which are attributable to the Post-Closing Tax Period, and will promptly deliver such xxxx to the Company which shall pay the same (or cause it to be paid) to the appropriate taxing authority, provided, that if such xxxx also covers the Pre-Closing Tax Period, LM will remit prior to the due date of 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 LM and its Affiliates on the Buyer one hand or the Sellers shall make any Company and its Affiliates on the other hand thereafter makes a payment for which it is entitled to reimbursement under this Section 9.2III.03(a), the applicable other party shall will make such reimbursement promptly but in no event later than ten (10) 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 III.03(a) and not made within 30 days of delivery of the statement relating thereto will bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code, compounded daily.

Allocation of Taxes. To the extent not allocated in this Agreement, the Sellers shall be responsible for All real and shall promptly pay when due all Taxes personal property taxes and assessments and similar ad valorem obligations levied with respect to any of the Purchased Acquisition Assets attributable to for a taxable period that includes (but does not end on) the Closing Date shall be apportioned between the Sellers and Buyer as of the Closing Date based on the number of days of such taxable period included in any Tax period (or portion thereof) ending on or before the Closing Date (the "Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for the Straddle Period shall be apportioned between the Pre-Closing Tax Period ") and the number of days of such taxable period included in any Tax period (or portion thereof) ending after the Closing Date (the "Post-Closing Tax Period, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date"). The Sellers Seller shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Pre- Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to Within a reasonable period after the Purchased AssetsClosing Date, the Sellers and Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 6.11(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. In the event that the Buyer or Thereafter, the Sellers shall notify Buyer upon receipt of any bill for real or personal property taxes or assessments relating xx any of the Acquisition Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bill to Buyer who shall pay the same to the appropriate taxing axxxxrity, provided that if such bill covers any part of the Pre-Closing Tax Period, Sellers shalx xxso remit prior to the due date of assessment to Buyer payment for the proportionate amount of such bill that is attributable to the Pre-Closing Tax Period. In the xxxnt that either Sellers or Buyer shall thereafter make any a payment for which it is entitled to reimbursement under this Section 9.26.11b), the applicable other party shall make such reimbursement promptly promptly, but in no event later than ten (10) 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 6.11(b) and not made within 10 days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.