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 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 Apportioned Obligations 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 is attributable 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 Post‑Closing Tax PeriodParties 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.

Apportioned Obligations. Subject to Section 6.3 hereof, the Seller (i) The Parties shall be solely responsible for and shall pay, without any cost to Buyer, any and hereto agree that 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 that are levied with respect to the Xxxxxxx Acquired Assets, Halex Acquired Assets, Capitol Adhesives Business or Xxxxxxx Tape Business for assessment periods within which the Closing Date occurs (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 Halex, on one hand, and Xxxxxxx, on the Seller Parties and Buyer other hand, as of the Closing Date based on the number of days of in any such Straddle Period included in period falling on or prior to the Closing Date, on the one hand, and after the Closing Date, on the other hand (it being understood that, with respect to any Apportioned Obligation related to the Halex Acquired Assets, Halex is responsible for the portion of each such Straddle Period ending on the Closing Date (a “Pre-Closing Tax Period”) and Apportioned Obligation attributable to the number of days of such Straddle Period included in the portion of such Straddle Period beginning after the Closing Date (a “Post-in the relevant assessment period and, with respect to any Apportioned Obligation related to the Xxxxxxx Acquired Assets, Xxxxxxx is responsible for the portion of each such Apportioned Obligation attributable to the number of days after the Closing Tax Period”Date in the relevant assessment period). Each Party shall pay directly or, if necessary, reimburse the other Party, with respect to its apportionment of the Apportioned Obligations. Each Party hereto shall cooperate in assuring that Apportioned Obligations are billed directly to and paid by Halex or Xxxxxxx pursuant to the Parties’ understanding set forth in this Section 8.5(a)(i). The Seller Parties hereto shall be liable for cooperate, including with respect to any examination or audit by taxing authorities, to avoid payment of duplicate or inappropriate Taxes or other ad valorem obligations of any kind or description which relate to the proportionate amount Xxxxxxx Acquired Assets or the Halex Acquired Assets. Xxxxxxx shall furnish, at the request of Halex, and Halex shall furnish, at the request of Xxxxxxx, proof of payment of any such Apportioned Obligations Taxes or ad valorem obligations or other documentation that is attributable a prerequisite to the Pre-Closing avoiding payment of a duplicate or inappropriate Tax Period. Buyer shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Post‑Closing Tax Periodor other ad valorem obligations.

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 (the “Apportioned Obligations”) levied with respect to the Business, the Purchased Assets and the Assumed Liabilities for a taxable period that includes (individually or in the aggregatebut does not end on) for any Tax period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”collectively, the "APPORTIONED OBLIGATIONS") shall be apportioned between the Seller Parties Sellers and Buyer Purchaser 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”). The Seller Parties Sellers shall be liable for the proportionate amount of such Apportioned Obligations Taxes that is attributable to the Pre-Closing Tax Period. Buyer , and Purchaser shall be liable for the proportionate amount of such Apportioned Obligations Taxes that is attributable to the Post‑Closing Post-Closing Tax Period. Upon receipt of any bill for real or personal property Taxes relating to the Assets, eaxx xf 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. 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.