Common use of Apportioned Obligations Clause in Contracts

Apportioned Obligations. All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the "Apportioned Obligations") shall be apportioned between Seller 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. The Seller 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 xxxx for real or personal property taxes relating to the Assets, each of Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.6 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 Seller or Purchaser shall make any payment for which it is entitled to reimbursement under this Section 6.6, 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 Seller's Representative of any audit or examination of the Apportioned Obligations. The Seller's 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 Seller's 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 Assets for a taxable period which that includes (but does not end on) the Closing Date (collectively, the "Apportioned ObligationsAPPORTIONED OBLIGATIONS") shall be apportioned between Seller 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. The Seller 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 xxxx bill for real or personal property taxes Taxes relating to the Assets, each of Seller eaxx xf Sellers and Purchaser shall present a statement to the other other, setting forth the amount of reimbursement to which each is entitled under this Section 6.6 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 Seller Sellers or Purchaser shall make any payment for which it is entitled to reimbursement under this Section 6.6SECTION 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 Seller's the Sellers' Representative of any audit or examination of the Apportioned Obligations. The Seller's 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 Seller's the Sellers' Representative, which consent shall not be unreasonably withheld.

Apportioned Obligations. All real property TaxesApportioned Obligations, personal property 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 similar ad valorem obligations levied 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 Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the "Apportioned Obligations") shall be apportioned between Seller 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. The Seller 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 xxxx for real or personal property taxes relating to the Assets, each of Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.6 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 Seller or Purchaser shall make any payment for which it is entitled to reimbursement under this Section 6.6, 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 Seller's Representative of any audit or examination nature of the Apportioned Obligations. The Seller's Representative shall have the right to participate obligation in any such audit or examination and Purchaser shall not settle any such audit or examination without the consent of Seller's Representative, which consent shall not be unreasonably withhelddispute.

Apportioned Obligations. All (i) The Parties hereto agree that all 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”) shall be apportioned between Halex, on one hand, and Xxxxxxx, on the other hand, as of the Closing Date based on the number of days in any such 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 Apportioned Obligation attributable to the number of days after the Closing Date 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 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 Parties hereto shall 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 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 Taxes or ad valorem obligations or other documentation that is a prerequisite to avoiding payment of a duplicate or inappropriate Tax or other ad valorem obligations. (ii) In the event that any refund, rebate or similar payment is received by Xxxxxxx or Halex for any real property Taxes, personal property Taxes and or similar ad valorem obligations levied with respect to the Assets for a taxable period which includes (but does not end on) the Closing Date (collectivelyare Apportioned Obligations, the "Apportioned Obligations") shall Parties agree that such payment will be apportioned between Seller Halex, on one hand, and Purchaser based Xxxxxxx, on the number of days of such taxable period included in the Pre-Closing Tax Period other hand, and the number of days of such taxable period included in the Post-Closing Tax Period. The Seller shall be liable for the proportionate amount of such Taxes that is attributable paid over to the Pre-Closing Tax Period, and Purchaser shall be liable appropriate party on the basis of their respective corresponding liability for such Apportioned Obligations during the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for real or personal property taxes relating to the Assets, each of Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.6 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 assessment period. (10iii) Business Days after delivery of such statement. In the event that either Seller or Purchaser shall make any payment for which it is entitled determined subsequent to reimbursement under this Section 6.6the Closing Date that additional real property Taxes, personal property Taxes or similar ad valorem obligations which are Apportioned Obligations are required to be paid, the Parties agree that such additional Taxes will be apportioned between Halex, on the one hand, and Xxxxxxx, on the other hand, and paid over by the appropriate party shall make on the basis of their respective corresponding liability for such reimbursement promptly but in no event later than ten (10) Business Days after Apportioned Obligations during 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 Seller's Representative of any audit or examination of the Apportioned Obligations. The Seller's 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 Seller's Representative, which consent shall not be unreasonably withheldassessment period.