Apportioned Obligations Sample Clauses

Apportioned Obligations. (a) All personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between Aeglea and Immedica based on the number of days of such taxable period up to and including the Closing Date (any such portion of such taxable period, the “Pre-Closing Tax Period”) and the number of days of such taxable period after the Closing Date (any such portion of such taxable period, the “Post-Closing Tax Period”). Aeglea shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Immedica shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. (b) Apportioned Obligations shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. (c) The paying party of any Transfer Tax or Apportioned Obligation shall be entitled to reimbursement from the non-paying party in accordance with Section 8.3 and Section 8.4(a), respectively. Upon payment of any such Transfer Tax or Apportioned Obligation, the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying party is entitled under Section 8.3 and Section 8.4(a), respectively, together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of such statement.

Apportioned Obligations. Subject to Section 6.3 hereof, the Seller Parties shall be solely responsible for and shall pay, without any cost to Buyer, any and all Taxes assessed against or payable by the Seller Parties, arising from the operation of the Business, the Assumed Liabilities or the Purchased Assets prior to Closing (regardless of whether the filing of any Tax Return with respect thereto or payment of any amount in respect thereof is filed, paid or due prior to, on or after the Closing Date) or relating to the Excluded Assets or Excluded Liabilities. Liability for all real property taxes, personal property taxes and similar ad valorem obligations (the “Apportioned Obligations”) levied with respect to the Business, the Purchased Assets and the Assumed Liabilities (individually or in the aggregate) for any Tax period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be apportioned between the Seller Parties and Buyer based on the number of days of such Straddle Period included in the portion of such Straddle Period ending on the Closing Date (a “Pre-Closing Tax Period”) and the number of days of such Straddle Period included in the portion of such Straddle Period beginning after the Closing Date (a “Post-Closing Tax Period”). The Seller Parties shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Pre-Closing Tax Period. Buyer shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Post‑Closing Tax Period.

Apportioned Obligations. All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a taxable period that includes (but does not end on) the Closing Date (collectively, the "APPORTIONED OBLIGATIONS") shall be apportioned between Sellers and Purchaser 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. Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any bill for real or personal property Taxes relating to the Assets, ea▇▇ ▇f Sellers and Purchaser shall present a statement to the other, setting forth the amount of reimbursement to which each is entitled under this SECTION 5.6 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) Business Days after delivery of such statement. In the event that either Sellers or Purchaser shall make any payment for which it is entitled to reimbursement under this SECTION 5.6, the other party shall make such reimbursement promptly but in no event later than ten (10) Business Days after the presentation of a statement setting forth the amount of reimbursement to which presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Purchaser shall notify the Sellers' Representative of any audit or examination of the Apportioned Obligations. The Sellers' Representative shall have the right to participate in any such audit or examination and Purchaser shall not settle any such audit or examination without the consent of the Sellers' Representative, which consent shall not be unreasonably withheld.

Apportioned Obligations. All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Contributed Assets for a taxable period that includes (but does not end on) the Closing Date (collectively, the "Apportioned Obligations") shall be apportioned between the Company and IMA 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 after the Closing Date (any such portion of such taxable period, the "Post-Closing Tax Period"). IMA shall be liable for the proportionate amount of such Apportioned Obligations attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount of such Apportioned Obligations attributable to the Post-Closing Tax Period.

Apportioned Obligations. All real property, personal property and similar ad valorem obligations levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between the Sellers and Purchaser based on the number of days of such taxable period ending on the Closing Date (the “Pre-Closing Tax Period”) and the number of days after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period”). The Sellers, jointly and severally, shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Post-Closing Tax Period. The non-paying Party, or Parties with respect to the Sellers, shall reimburse the paying Party, or Parties with respect to the Sellers, for its or their share of any such Apportioned Obligations within ten (10) days of written demand therefor.

Apportioned Obligations. 44 Approved Leave of Absence...........................................40

Apportioned Obligations. Liability for personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between Purchasers and Sellers based on the number of days of such taxable period included in the period ending on the Closing Date (the “Pre-Closing Tax Period”) and the number of days of such taxable period included in the period after the Pre-Closing Tax Period (the “Post-Closing Tax Period”). Sellers shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Pre-Closing Tax Period. Purchasers shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Post-Closing Tax Period.

Apportioned Obligations. Apportioned Obligations, and any refund, rebate or similar payment received by the Seller or the Buyer for any Taxes that are Apportioned Obligations, will be apportioned between the Seller and the Buyer as follows: (a) For Apportioned Obligations based upon or related to income or receipts, the Seller agrees to indemnify the Buyer for the amount of such Apportioned Obligations that would be payable if the relevant year or period ended on the Closing Date. (b) For Apportioned Obligations measured by the amount or level of any item (including such Taxes as are measured by the amount of capital or the value of intangibles), the Seller agrees to indemnify the Buyer for the amount of such Apportioned Obligations that are determined by multiplying (i) the amount or level of such items immediately prior to the Closing, by (ii) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (c) For all Apportioned Obligations not described in Sections 7.4(a) and (b), the Seller agrees to indemnify the Buyer for the amount of such Apportioned Obligations that are determined by multiplying (i) the amount of such Apportioned Obligations for the entire Straddle Period, by (ii) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. (d) The Seller will pay Apportioned Obligations that are due and payable on or prior to the Closing Date, and invoice the Buyer for any part of that amount apportioned to the Buyer. The Buyer will pay Apportioned Obligations that are due and payable after the Closing Date and invoice the Seller for any part of that amount apportioned to the Seller. Notwithstanding any other provision contained in this Agreement, any obligation arising out of this Section 7.4 will not be considered a Loss, subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time. (e) The Seller and the Buyer shall share the costs of any inquiry, examination or proceeding by a Governmental Entity with respect to any Apportioned Obligations in proportion to the fraction determined in this Section 7.4 with respect to the nature of the obligation in dispute.

Apportioned Obligations. For purposes of determining the liability of Seller and Buyer for Taxes with respect to the Assets, all real property, personal property and similar ad valorem Taxes, if any, in each case, with respect to the Assets (the “Apportioned Obligations”), shall be prorated between Seller, on the one hand, and Buyer, on the other hand, with (a) such Taxes being borne by Seller based on the ratio of the number of days in the relevant taxable period prior to and including the Closing Date to the total number of days in the relevant taxable period with respect to which such Taxes are assessed, and (b) such Taxes being borne by Buyer based on the ratio of the number of days in the relevant taxable period after the Closing Date to the total number of days in the relevant taxable period with respect to which such Taxes are assessed. Buyer and Seller agree to timely pay Apportioned Obligations and to timely file all applicable filings, reports and Tax returns, as required by applicable Law. Upon payment of any such Apportioned Obligation, the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying party is entitled under this Section 2.5, together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall promptly but in no event later than ten (10) Business Days after the presentation of such statement (i) make such reimbursement or (ii) provide evidence that reasonably demonstrates that the non-paying party is not subject to taxation with respect to such Apportioned Obligation.