Common use of Apportioned Taxes Clause in Contracts

Apportioned Taxes. All real property, personal property and other ad valorem Taxes that are levied with respect to the Acquired Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes (collectively, “Apportioned Taxes”) shall be allocated on a daily basis between the Pre-Closing Tax Period and the Post-Closing Tax Period based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. The Seller shall be liable for the Apportioned Taxes that are attributable to the Pre-Closing Tax Period and the Buyer shall be liable for the Apportioned Taxes that are attributable to the Post-Closing Tax Period. Any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to the Pre-Closing Tax Period shall be for the account of the Seller, and any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to the Post-Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party pursuant to and in accordance with this Section 6.05(a). Upon payment of any such Apportioned Tax, 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 6.05(a), 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 Taxes. All Subject to Section 4.4(a), all real propertyproperty Taxes, personal property Taxes and other similar ad valorem Taxes that are obligations levied with respect to the Acquired Purchased Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned TaxesObligations”) shall be allocated on a daily basis apportioned between the Pre-Company and Buyer as of the Closing Tax Period and the Post-Closing Tax Period Date based on the number of days of such Straddle Period included in taxable period ending on the day immediately prior to the Closing Date (“Pre-Closing Tax Period Apportioned Period”) and the number of days of such Straddle Period included in taxable period beginning from the Closing Date through the end of such taxable period (the “Post-Closing Tax Apportioned Period”). The Seller Company shall be liable for the proportionate amount of Apportioned Taxes Obligations that are is attributable to the Pre-Closing Tax Period and the Apportioned Period. Buyer shall be liable for the proportionate amount of the Apportioned Taxes Obligations that are is attributable to the Post-Closing Tax Apportioned Period. Any refundBased upon the Closing Date Balance Sheet, rebateas finally determined pursuant to Section 1.4(c), abatement or other recovery of Apportioned Taxes attributable Buyer shall prepare and provide to the Pre-Closing Tax Period shall be for the account of the Seller, and any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to the Post-Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party pursuant to and in accordance with this Section 6.05(a). Upon payment of any such Apportioned Tax, the paying party shall present Company a statement to the non-paying party setting forth the amount of reimbursement to which the paying party each is entitled under this Section 6.05(a)4.4(c) (which shall take into account, any Taxes previously overpaid by a Party) together with such supporting evidence as is reasonably necessary to calculate the such amount to be reimbursed; provided, however, that if the Company disagrees with such statement by providing written notice to Buyer, resolution of any such dispute shall be resolved in accordance with procedures similar to those set forth in Section 1.7. The nonSuch amount shall be paid by the Party owing it to the other Party as part of the post-paying Closing adjustment set forth in Section 1.4(c). Thereafter, Buyer shall notify the Company upon receipt of any bxxx for real property Taxes, personal property Taxes or similar ad valorem obligations relating to the Purchased Assets, part or all of which are attributable to the Pre-Closing Apportioned Period, and shall promptly deliver such bxxx to the Company who shall pay the same to the appropriate Governmental Entity; provided, however, that if such bxxx also relates to the Post-Closing Apportioned Period, the Company shall remit, prior to the due date of assessment, to Buyer payment only for the proportionate amount of such bxxx that is attributable to the Pre-Closing Apportioned Period. If either the Company or Buyer shall make a payment for which it is entitled to reimbursement under this Section 4.4(c), the party that is liable for such payment pursuant to this Section 4.4(c) shall make such reimbursement promptly but in no event later than ten (10) days Business Days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such statementsupporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any Tax refunds, credits or overpayments attributable to real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets shall be apportioned between Buyer and the Company in accordance with the apportionment provided in this Section 4.4(c).

Apportioned Taxes. All Subject to Section 6.4(a), all real propertyproperty Taxes, personal property Taxes and other similar ad valorem Taxes that are obligations levied with respect to the Acquired Purchased Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes taxable period which includes (but does not end on) the date hereof (collectively, the “Apportioned TaxesObligations”) shall be allocated on a daily basis apportioned between the Pre-Closing Tax Period Company and Buyer as of the Post-Closing Tax Period date hereof based on the number of days of such Straddle Period included in taxable period ending on and including the date hereof (“Pre-Closing Tax Period Apportioned Period”) and the number of days of such Straddle Period included in taxable period beginning from the day after the date hereof through the end of such taxable period (the “Post-Closing Tax Apportioned Period”). The Seller Company shall be liable for the proportionate amount of Apportioned Obligations that is attributable to the Pre-Closing Apportioned Period. Buyer shall be liable for the proportionate amount of the Apportioned Obligations that is attributable to the Post-Closing Apportioned Period. Within 90 days after the Closing, the Company and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.4(b) (which shall take into account, any Taxes that previously overpaid by a party) 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 Party within 10 Business Days after delivery of such statement. Thereafter, Buyer shall notify Company upon receipt of any bxxx for real property Taxes, personal property Taxes or similar ad valorem obligations relating to the Purchased Assets, part or all of which are attributable to the Pre-Closing Tax Period Apportioned Period, and shall promptly deliver such bxxx to Company who shall pay the Buyer shall be liable for same to the Apportioned Taxes appropriate Governmental or Regulatory Authority; provided that are attributable if such bxxx also relates to the Post-Closing Tax Apportioned Period. Any refund, rebatethe Company shall remit, abatement or other recovery prior to the due date of Apportioned Taxes assessment, to Buyer payment only for the proportionate amount of such bxxx that is attributable to the Pre-Closing Tax Period Apportioned Period. If either the Company or Buyer shall be make a payment for the account of the Seller, and any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to the Post-Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The paying party shall be which it is entitled to reimbursement from under this Section 6.4(b), the non-paying party that is liable for such payment pursuant to and in accordance with this Section 6.05(a). Upon payment 6.4(b) shall make such reimbursement promptly but in no event later than 10 Business Days after the presentation of any such Apportioned Tax, the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying presenting party is entitled under this Section 6.05(a), together along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any Tax refunds, credits or overpayments attributable to real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets shall be reimbursed. The non-paying party shall make such reimbursement promptly but apportioned between Buyer and the Company in no event later than ten (10) days after accordance with the presentation of such statementapportionment provided in this Section 6.4(b).

Apportioned Taxes. All Subject to Section 6.12(a), all real propertyproperty Taxes, personal property Taxes and other similar ad valorem Taxes that are obligations levied with respect to the Acquired Purchased Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned TaxesTax Obligations”) shall be allocated on a daily basis apportioned between Seller and Buyer as of the Pre-Closing Tax Period and the Post-Closing Tax Period Date based on the relative number of days of such Straddle Period included in taxable period ending on and including the Closing Date (the “Pre-Closing Tax Period Apportioned Period”) and the number of days of such Straddle Period included in taxable period beginning from the day after the Closing Date through the end of such taxable period (the “Post-Closing Tax Apportioned Period”), in each case, as compared to the total number of days in such taxable period. The Seller shall be liable for the proportionate amount of Apportioned Taxes Tax Obligations that are is attributable to the Pre-Closing Tax Period and the Apportioned Period. Buyer shall be liable for the proportionate amount of the Apportioned Taxes Obligations that are is attributable to the Post-Closing Tax Apportioned Period. Any refundIn the case of all other Taxes, rebate, abatement or other recovery the amount of Apportioned such Taxes attributable to the Pre-Closing Tax Apportioned Period shall be determined as if a separate return was filed for the account period ending as of the Seller, end of the day on the Closing Date using a “closing of the books methodology,” and any refund, rebate, abatement or other recovery the remaining amount of Apportioned the Taxes for such period shall be attributable to the Post-Post Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paidPeriod, and all applicable filingsSeller shall remit to Buyer, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party pursuant to and in accordance with this Section 6.05(a). Upon payment of any such Apportioned Tax, 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 6.05(a), 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 within ten (10) days after of Buyer’s request, payment for the presentation proportionate amount of such statementbxxx that is attributable to the Pre-Closing Apportioned Period. Any Tax refunds, credits or overpayments attributable to Taxes shall be apportioned between Buyer and Seller in accordance with the apportionment provided in this Section 6.12 (a).

Apportioned Taxes. All Subject to Section 4.4(a), all real propertyproperty Taxes, personal property Taxes and other similar ad valorem Taxes that are obligations levied with respect to the Acquired Purchased Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned TaxesObligations”) shall be allocated on a daily basis apportioned between the Pre-Company and Buyer as of the Closing Tax Period and the Post-Closing Tax Period Date based on the number of days of such Straddle Period included in taxable period ending on and including the Closing Date (“Pre-Closing Tax Period Apportioned Period”) and the number of days of such Straddle Period included in taxable period beginning from the day after the Closing Date through the end of such taxable period (the “Post-Closing Tax Apportioned Period”). The Seller Company shall be liable for the proportionate amount of Apportioned Taxes Obligations that are is attributable to the Pre-Closing Tax Period and the Apportioned Period. Buyer shall be liable for the proportionate amount of the Apportioned Taxes Obligations that are is attributable to the Post-Closing Tax Apportioned Period. Any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to Within ninety (90) days after the Pre-Closing Tax Period shall be for the account of the Seller, and any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to the Post-Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party pursuant to and in accordance with this Section 6.05(a). Upon payment of any such Apportioned TaxClosing, the paying party Company and Buyer shall present a statement to the non-paying party other setting forth the amount of reimbursement to which the paying party each is entitled under this Section 6.05(a)4.4(c) (which shall take into account, any Taxes previously overpaid by a party) together with such supporting evidence as is reasonably necessary to calculate the such amount to be reimbursed. The nonSuch amount shall be paid by the Party owing it to the other Party within ten (10) Business Days after delivery of such statement. Thereafter, Buyer shall notify the Company upon receipt of any xxxx for real property Taxes, personal property Taxes or similar ad valorem obligations relating to the Purchased Assets, part or all of which are attributable to the Pre-paying Closing Apportioned Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate Governmental Entity; provided that if such xxxx also relates to the Post-Closing Apportioned Period, the Company shall remit, prior to the due date of assessment, to Buyer payment only for the proportionate amount of such xxxx that is attributable to the Pre-Closing Apportioned Period. If either the Company or Buyer shall make a payment for which it is entitled to reimbursement under this Section 4.4(c), the party that is liable for such payment pursuant to this Section 4.4(c) shall make such reimbursement promptly but in no event later than ten (10) days Business Days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such statementsupporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any Tax refunds, credits or overpayments attributable to real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets shall be apportioned between the Buyer and the Company in accordance with the apportionment provided in this Section 4.4(c).

Apportioned Taxes. All Subject to Section 6.12(a), all real propertyproperty Taxes, personal property Taxes and other similar ad valorem Taxes that are obligations levied with respect to the Acquired Purchased Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned TaxesObligations”) shall be allocated on a daily basis apportioned between Seller and Buyer as of the Pre-Closing Tax Period and the Post-Closing Tax Period Date based on the relative number of days of such Straddle Period included in taxable period ending on and including the Closing Date (the “Pre-Closing Tax Period Apportioned Period”) and the number of days of such Straddle Period included in taxable period beginning from the day after the Closing Date through the end of such taxable period (the “Post-Closing Tax Apportioned Period”), in each case, as compared to the total number of days in such taxable period. The Seller shall be liable for the proportionate amount of Apportioned Taxes Obligations that are is attributable to the Pre-Closing Tax Period and the Apportioned Period. Buyer shall be liable for the proportionate amount of the Apportioned Taxes Obligations that are is attributable to the Post-Closing Tax Apportioned Period. Any refundIn the case of all other Taxes, rebate, abatement or other recovery the amount of Apportioned such Taxes attributable to the Pre-Closing Tax Apportioned Period shall be determined as if a separate return was filed for the account period ending as of the Seller, end of the day on the Closing Date using a “closing of the books methodology,” and any refund, rebate, abatement or other recovery the remaining amount of Apportioned the Taxes for such period shall be attributable to the Post-Post Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paidPeriod, and all applicable filingsSeller shall remit to Buyer, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party pursuant to and in accordance with this Section 6.05(a). Upon payment of any such Apportioned Tax, 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 6.05(a), 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 within ten (10) days after of Buyer’s request, payment for the presentation proportionate amount of such statementxxxx that is attributable to the Pre-Closing Apportioned Period. Any Tax refunds, credits or overpayments attributable to Taxes shall be apportioned between Buyer and Seller in accordance with the apportionment provided in this Section 6.12 (a).

Apportioned Taxes. All Subject to Section 6.12(a), all real propertyproperty Taxes, personal property Taxes and other similar ad valorem Taxes that are obligations levied with respect to the Acquired Purchased Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned TaxesObligations”) shall be allocated on a daily basis apportioned between Seller and Buyer as of the Pre-Closing Tax Period and the Post-Closing Tax Period Date based on the relative number of days of such Straddle Period included in taxable period ending on and including the Closing Date (the “Pre-Closing Tax Period Apportioned Period”) and the number of days of such Straddle Period included in taxable period beginning from the day after the Closing Date through the end of such taxable period (the “Post-Closing Tax Apportioned Period”), in each case, as compared to the total number of days in such taxable period. The Seller shall be liable for the proportionate amount of Apportioned Taxes Obligations that are is attributable to the Pre-Closing Tax Period and the Apportioned Period. Buyer shall be liable for the proportionate amount of the Apportioned Taxes Obligations that are is attributable to the Post-Closing Tax Apportioned Period. Any refundIn the case of all other Taxes, rebate, abatement or other recovery the amount of Apportioned such Taxes attributable to the Pre-Closing Tax Apportioned Period shall be determined as if a separate return was filed for the account period ending as of the Seller, end of the day on the Closing Date using a “closing of the books methodology,” and any refund, rebate, abatement or other recovery the remaining amount of Apportioned the Taxes for such period shall be attributable to the Post-Post Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paidPeriod, and all applicable filingsSeller shall remit to Buyer, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party pursuant to and in accordance with this Section 6.05(a). Upon payment of any such Apportioned Tax, 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 6.05(a), 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 within ten (10) days after of Buyer’s filing of an applicable Tax Return or, if none, within ten (10) days of Buyer’s remittance to Seller of an invoice reflecting such Tax liability, payment for the presentation proportionate amount of such statementinvoice that is attributable to the Pre-Closing Apportioned Period. Any Tax refunds, credits or overpayments attributable to Taxes shall be apportioned between Buyer and Seller in accordance with the apportionment provided in this Section 6.12(b).

Apportioned Taxes. All Subject to Section 6.8(a), all real propertyproperty Taxes, personal property Taxes and other similar ad valorem Taxes that are obligations levied with respect to the Acquired Purchased Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned TaxesObligations”) shall be allocated on a daily basis apportioned between the Pre-Company and Buyer as of the Closing Tax Period and the Post-Closing Tax Period Date based on the number of days of such Straddle Period included in taxable period ending on and including the Closing Date (“Pre-Closing Tax Period Apportioned Period”) and the number of days of such Straddle Period included in taxable period beginning from the day after the Closing Date through the end of such taxable period (the “Post-Closing Tax Apportioned Period”). The Seller Company shall be liable for the proportionate amount of Apportioned Taxes Obligations that are is attributable to the Pre-Closing Tax Period and the Apportioned Period. Buyer shall be liable for the proportionate amount of the Apportioned Taxes Obligations that are is attributable to the Post-Closing Tax Apportioned Period. Any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to Within ninety (90) days after the Pre-Closing Tax Period shall be for the account of the Seller, and any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to the Post-Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party pursuant to and in accordance with this Section 6.05(a). Upon payment of any such Apportioned TaxClosing, the paying party Company and Buyer shall present a statement to the non-paying party other setting forth the amount of reimbursement to which the paying party each is entitled under this Section 6.05(a)6.8(c) (which shall take into account, any Taxes previously overpaid by a party) together with such supporting evidence as is reasonably necessary to calculate the such amount to be reimbursed. The nonSuch amount shall be paid by the Party owing it to the other Party within ten (10) Business Days after delivery of such statement. Thereafter, Buyer shall notify Company upon receipt of any xxxx for real property Taxes, personal property Taxes or similar ad valorem obligations relating to the Purchased Assets, part or all of which are attributable to the Pre-paying Closing Apportioned Period, and shall promptly deliver such xxxx to Company who shall pay the same to the appropriate Governmental Authority; provided that if such xxxx also relates to the Post-Closing Apportioned Period, Company shall remit, prior to the due date of assessment, to Buyer payment only for the proportionate amount of such xxxx that is attributable to the Pre-Closing Apportioned Period. If either Company or Buyer shall make a payment for which it is entitled to reimbursement under this Section 6.8(c), the party that is liable for such payment pursuant to this Section 6.8(c) shall make such reimbursement promptly but in no event later than ten (10) days Business Days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such statementsupporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any Tax refunds, credits or overpayments attributable to real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets shall be apportioned between the Buyer and Company in accordance with the apportionment provided in this Section 6.8(c).

Apportioned Taxes. All Subject to Section 4.5(a), all real propertyproperty Taxes, personal property Taxes and other similar ad valorem Taxes that are obligations levied with respect to the Acquired Purchased Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned TaxesObligations”) shall be allocated on a daily basis apportioned between the Pre-Company and Buyer as of the Closing Tax Period and the Post-Closing Tax Period Date based on the number of days of such Straddle Period included in taxable period ending on and including the Closing Date (“Pre-Closing Tax Period Apportioned Period”) and the number of days of such Straddle Period included in taxable period beginning from the day after the Closing Date through the end of such taxable period (the “Post-Closing Tax Apportioned Period”). The Seller Company shall be liable for the proportionate amount of Apportioned Taxes Obligations that are is attributable to the Pre-Closing Tax Period and the Apportioned Period. Buyer shall be liable for the proportionate amount of the Apportioned Taxes Obligations that are is attributable to the Post-Closing Tax Apportioned Period. Any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to Within ninety (90) days after the Pre-Closing Tax Period shall be for the account of the Seller, and any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to the Post-Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party pursuant to and in accordance with this Section 6.05(a). Upon payment of any such Apportioned TaxClosing, the paying party Company and Buyer shall present a statement to the non-paying party other setting forth the amount of reimbursement to which the paying party each is entitled under this Section 6.05(a)4.5(c) (which shall take into account, any Taxes previously overpaid by a party) together with such supporting evidence as is reasonably necessary to calculate the such amount to be reimbursed. The nonSuch amount shall be paid by the Party owing it to the other Party within ten (10) Business Days after delivery of such statement. Thereafter, Buyer shall notify the Company upon receipt of any xxxx for real property Taxes, personal property Taxes or similar ad valorem obligations relating to the Purchased Assets, part or all of which are attributable to the Pre-paying Closing Apportioned Period, and shall promptly deliver such xxxx to the Company who shall (if so permitted) pay the same to the appropriate Governmental Entity; provided that if such xxxx also relates to the Post-Closing Apportioned Period, the Company shall remit, prior to the due date of assessment, to Buyer payment only for the proportionate amount of such xxxx that is attributable to the Pre-Closing Apportioned Period. In such a case, Buyer shall be responsible to timely remit payment to the relevant Government Entity. If either the Company or Buyer shall make a payment for which it is entitled to reimbursement under this Section 4.5(c), the party that is liable for such payment pursuant to this Section 4.5(c) shall make such reimbursement promptly but in no event later than ten (10) days Business Days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such statementsupporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any Tax refunds, credits or overpayments attributable to real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets shall be apportioned between the Buyer and the Company in accordance with the apportionment provided in this Section 4.5(c).

Apportioned Taxes. All Subject to Section 4.5(a), all real propertyproperty Taxes, personal property Taxes and other similar ad valorem Taxes that are obligations levied with respect to the Acquired Purchased Assets or the Business for a Straddle Period and any exemptions, allowances and deductions with respect to such Taxes taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned TaxesObligations”) shall be allocated on a daily basis apportioned between the Pre-Company and Buyer as of the Closing Tax Period and the Post-Closing Tax Period Date based on the number of days of such Straddle Period included in taxable period ending on and including the Closing Date (“Pre-Closing Tax Period Apportioned Period”) and the number of days of such Straddle Period included in taxable period beginning from the day after the Closing Date through the end of such taxable period (the “Post-Closing Tax Apportioned Period”). The Seller Company shall be liable for the proportionate amount of Apportioned Taxes Obligations that are is attributable to the Pre-Closing Tax Period and the Apportioned Period. Buyer shall be liable for the proportionate amount of the Apportioned Taxes Obligations that are is attributable to the Post-Closing Tax Apportioned Period. Any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to Within ninety (90) days after the Pre-Closing Tax Period shall be for the account of the Seller, and any refund, rebate, abatement or other recovery of Apportioned Taxes attributable to the Post-Closing Tax Period shall be for the account of the Buyer. Apportioned Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party pursuant to and in accordance with this Section 6.05(a). Upon payment of any such Apportioned TaxClosing, the paying party Company and Buyer shall present a statement to the non-paying party other setting forth the amount of reimbursement to which the paying party each is entitled under this Section 6.05(a)4.5(c) (which shall take into account, any Taxes previously overpaid by a party) together with such supporting evidence as is reasonably necessary to calculate the such amount to be reimbursed. The nonSuch amount shall be paid by the Party owing it to the other Party within ten (10) Business Days after delivery of such statement. Thereafter, Buyer shall notify the Company upon receipt of any xxxx for real property Taxes, personal property Taxes or similar ad valorem obligations relating to the Purchased Assets, part or all of which are attributable to the Pre-paying Closing Apportioned Period, and shall promptly deliver such xxxx to the Company who shall pay the same to the appropriate Governmental Entity; provided that if such xxxx also relates to the Post-Closing Apportioned Period, the Company shall remit, prior to the due date of assessment, to Buyer payment only for the proportionate amount of such xxxx that is attributable to the Pre-Closing Apportioned Period. If either the Company or Buyer shall make a payment for which it is entitled to reimbursement under this Section 4.5(c), the party that is liable for such payment pursuant to this Section 4.5(c) shall make such reimbursement promptly but in no event later than ten (10) days Business Days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such statementsupporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any Tax refunds, credits or overpayments attributable to real property Taxes, personal property Taxes and similar ad valorem obligations, for a taxable period which includes (but does not end on) the Closing Date, levied with respect to the Purchased Assets shall be apportioned between the Buyer and the Company in accordance with the apportionment provided in this Section 4.5(c).