Common use of Apportioned Obligations Clause in Contracts

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. Subject All Apportioned Obligations are to Section 6.3 hereof, be prorated between the Buyer and 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 as 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 responsible for all such Apportioned Obligations accruing during any period up to and including the Closing Date. The Seller agrees to indemnify the Buyer for the proportionate amount of such Apportioned Obligations that are determined by multiplying the Apportioned Obligation by a fraction, the numerator of which is attributable to the Pre-number of calendar days in the portion of the Straddle Period ending on and including the Closing Tax Date and the denominator of which is the number of calendar days in the entire Straddle Period. The Buyer shall be liable is responsible for all such Apportioned Obligations accruing during any period after the Closing Date. The Buyer agrees to indemnify the Seller for the proportionate amount of such Apportioned Obligations that are determined by multiplying the Apportioned Obligation by a fraction, the numerator of which is attributable the number of calendar days in the portion of the Straddle Period after the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. With respect to Taxes described in this Section 6.3, the Seller shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and the Buyer shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the Post‑Closing Tax Period.appropriate taxing authority payment for Taxes, which are subject to proration under this Section 6.3 and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes. 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 the Apportioned Obligation by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle

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 All real property taxesTaxes, personal property taxes Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, 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 as of the date of the Closing Date based on the number of days of such Straddle Period taxable period included in the portion of such Straddle Period ending on the Closing Date (a “Prepre-Closing Tax Period”) closing period and the number of days of such Straddle Period taxable period included in the portion of such Straddle Period beginning after post-closing period, equitably adjusted if necessary to reflect changes in taxable assets as between the Closing Date (a “Postpre-Closing Tax Period”)closing period and post-closing period or portions thereof. The Seller Parties shall be liable for the proportionate amount of such Apportioned Obligations Taxes that is attributable to the Prepre-Closing Tax Periodperiod. Within ninety (90) days after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 8.2(b) together with such supporting evidence as is reasonably necessary to calculate such amount to be liable reimbursed. Such 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 real or personal property Taxes relating to the Purchased Assets, part or all of which are attributable to the post-Closing period, and shall promptly deliver such xxxx to Buyer who shall pay the same to the appropriate governmental authority; provided that if such xxxx covers the pre-closing period, Seller shall also remit prior to the due date of assessment to Buyer payment for the proportionate amount of such Apportioned Obligations xxxx that is attributable to the Post‑Closing Tax Periodpre-closing period. If either Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 8.2(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 and not made within such 30-day period shall bear interest at the highest rate permitted by law.

Apportioned Obligations. Subject to Section 6.3 hereof, the Seller Parties Utilities shall be solely allocated between the parties as of the Effective Time, such that Seller shall be 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 period 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 (“Pre-Closing Tax Period”) and ending Buyer shall be responsible for the period from and after the Closing Date (a such portion of such taxable period, the “Straddle Post-Closing Tax Period”) ). All ad valorem real estate and personal property Taxes, if any, on the Transferred Assets which have become a lien on the Transferred Assets prior to the Closing Date shall be paid in full by Seller. Notwithstanding the foregoing, all current real estate Taxes (those which first became due and payable with respect to the Real Property in the twelve month period prior to the Closing Date), shall be prorated as of the Closing Date and shall be allocated to Buyer or Seller, as the case may be, according to the due date basis of the Taxing authority, without regard to when said Taxes became a lien under P.A. 80 and 279 of 1994, and without regard to the fiscal year of any taxing authority. For purposes of this Paragraph, all such Taxes shall be considered to be paid prospectively and not in arrears. All personal property taxes 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 taxable period prior to 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 taxable period after the Closing Date (a “Post-with the Seller responsible for the period prior to the Closing Tax Period”)Date and the Buyer responsible for the period after the Closing Date. The Seller Parties To the extent feasible, the pro rations shall be liable for made as part of the proportionate amount of such Apportioned Obligations that is attributable to the Pre-Closing Tax PeriodClosing. Buyer shall be liable for the proportionate amount of such Apportioned Obligations that is attributable assume and pay all payback agreements, capital improvement contribution agreements, any Tax and other payment obligations, including, without limitation, any special assessments or general assessments (whether paid in installments or otherwise) relating to the Post‑Closing Tax PeriodTransferred Assets which first become due and payable after the Closing Date, regardless of whether they have been imposed and/or have become a Lien prior to the Closing.

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 Datea) or relating to the Excluded Assets or Excluded Liabilities. Liability for all All real property taxesTaxes, personal property taxes Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for any Straddle Period (collectively, 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 as of the Closing Date based on the number of days of such Straddle Period taxable period included in the portion of such Straddle Period ending on the Closing Date (a “Pre-Closing Tax Period”) Period and the number of days of such Straddle Period taxable period included in the portion of such Straddle Period beginning after the Closing Date (a “Post-Closing Tax Period”), equitably adjusted if necessary to reflect changes in taxable assets as between the Pre-Closing Tax Period and Post-Closing Tax Period or portions thereof. The Seller Parties shall be liable for the proportionate amount of such Apportioned Obligations Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the amount of such Taxes that is attributable to the Post-Closing Tax Period. Within ninety (90) days after the Closing, each of Buyer and Seller shall present a statement to the other setting forth the amount of reimbursement to which Buyer and Seller, respectively, is entitled under this Section 8.01(a), together with such supporting evidence as is reasonably necessary to calculate such amount to be reimbursed. Such 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 by Seller of any xxxx for real or 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 Buyer who shall pay the same to the appropriate Governmental Entity; provided, that if such xxxx covers the Pre-Closing Tax Period, Seller shall also remit to Buyer prior to the due date of assessment payment for the amount of such xxxx that is attributable to the Pre-Closing Tax Period. If Seller or Buyer shall be liable thereafter make a payment for which it is entitled to reimbursement under this Section 8.01(a), Seller or Buyer, as the proportionate case may be, 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 8.01 and not made within thirty (30) 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. If either Party objects to any amount owed by such Party under this Section 8.01(a), such Party shall, as promptly as practicable, notify the other Party in writing that it so objects, specifying with particularity any such objection and the basis for any such objection. If a notice of objection shall be duly delivered, the Parties shall negotiate in good faith to resolve their disagreement. If the Parties have not resolved their disagreement within ten (10) days after delivery of such notice, they shall refer the matter for resolution to an accounting firm of recognized national standing mutually agreed upon by the Parties, the decision of which shall be binding on the Parties. The costs, fees and expenses of such accounting firm shall be borne equally by the Parties. (b) All Taxes other than the Apportioned Obligations that is attributable (such as income Taxes and payroll and similar Taxes) relating to the Post‑Closing Tax PeriodPurchased Assets shall be determined based on a closing of the books as of the close of business on the Closing date (as if the Closing Date was the end of the taxable period).

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 Datei) 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 Obligations will be apportioned between the Seller Parties and Buyer based on by multiplying (A) 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 for the entire Straddle Period, by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date in the case of Seller (or, in the case of Buyer, the number of calendar days in the portion of the Straddle Period after the Closing Date), and the denominator of which is the number of calendar days in the entire Straddle Period. (ii) Seller will pay Apportioned Obligations that is attributable are due and payable on or prior to the Pre-Closing Tax PeriodDate, and invoice the Buyer for any part of that amount apportioned to Buyer. Buyer will pay Apportioned Obligations that are due and payable after the Closing Date and invoice Seller for any part of that amount apportioned to Seller. Notwithstanding any other provision contained in this Agreement, (A) no payment obligations shall arise under this Section 8.6(f)(ii) for any apportioned amount reflected in the calculation of the Closing Date Net Working Capital under Section 4.3, and (B) any obligation arising out of this Section 8.6(f)(ii) will not be liable considered a Loss, subject to any limits of minimum or maximum amounts, measurement of aggregate amount of Losses or any limit of time. (iii) Seller and Buyer shall share the costs of any inquiry, examination or proceeding by a Governmental Entity in proportion to the fraction determined in Section 8.6(f)(i). (iv) If Buyer or an Affiliate of Buyer receives a refund with respect to Taxes for which Seller or any of its Affiliates is wholly or partially responsible under this Section 8.6(f), Buyer or such Affiliate shall pay to Seller, within five (5) Business Days following the proportionate receipt of such refund, the amount of such Apportioned Obligations that is refund attributable to Seller. If Seller or an Affiliate of Seller receives a refund with respect to Taxes for which Buyer is wholly or partially responsible under this Section 8.6(f), Seller or such Affiliate shall pay to Buyer, within five (5) Business Days following the Post‑Closing Tax Periodreceipt of such refund, the amount of such refund attributable to Buyer.