Common use of Apportionment of Ad Valorem and Property Taxes Clause in Contracts

Apportionment of Ad Valorem and Property Taxes. All ad valorem taxes, real property taxes, personal property taxes and similar obligations (the “Property Taxes”) attributable to the Assets with respect to the tax period in which the Effective Time occurs shall be apportioned as of the Effective Time between Sellers and Buyer. Prior to Closing, the Seller Representative shall determine an estimate of the portion of the Property Taxes (based on the latest information then available), for the period in which the Effective Time occurs attributable to the period prior to the Effective Time (the “Seller Property Tax”). Sellers shall credit to Buyer, through a downward adjustment to the Purchase Price, the amount of the Seller Property Tax. Buyer shall file or cause to be filed all required reports and returns incident to the Property Taxes and shall pay or cause to be paid to the taxing authorities all Property Taxes relating to the tax period in which the Effective Time occurs. If the Property Taxes used in determining the Seller Property Tax are not the actual Property Taxes for the tax period in which the Effective Time occurs, then upon the determination of the actual Property Taxes for such period by Buyer and the Seller Representative, the Seller Property Tax shall be recalculated based upon such actual Property Taxes (the “Revised Seller Property Tax”) and (i) if the Revised Seller Property Tax is greater than the Seller Property Tax, the relevant Seller shall promptly pay the difference between such amounts or (ii) if the Revised Seller Property Tax is less than the Seller Property Tax, Buyer shall promptly pay the relevant Seller the difference between such amounts.

Apportionment of Ad Valorem and Property Taxes. (a) All ad valorem taxes, real property taxes, personal property taxes and similar obligations (the “Property Taxes”) attributable to the Assets Purchased Assets, including, without limitation, taxes indirectly payable pursuant to a Scheduled Lease, with respect to the a tax period in which the Effective Time Closing Date occurs shall be apportioned as of the Effective Time Closing Date between the Sellers and Buyer. Prior to Closing, the Seller Representative shall determine an estimate of the portion of the Buyer determined by prorating such Property Taxes on a daily basis over the entire tax period. (based on the latest information then available), for the period in which the Effective Time occurs attributable to the period prior to the Effective Time (the “Seller Property Tax”). Sellers shall credit to Buyer, through a downward adjustment to the Purchase Price, the amount of the Seller Property Tax. b) The Buyer shall file or cause to be filed all required reports and returns incident to the Property Taxes and shall pay or cause to be paid paid, when due, to the appropriate taxing authorities all Property Taxes relating to the tax period in which the Effective Time occurs. If the Property Taxes used in determining the Seller Property Tax are not the actual Property Taxes Purchased Assets for the tax period in during which the Effective Time Closing Date occurs. To the extent Sellers receive invoices for Property Taxes following the Closing which are payable by Buyer, then Sellers shall forward such invoices promptly to Buyer. The Buyer shall send to Sellers Representative a statement that apportions the Property Taxes between the Sellers and the Buyer based upon Property Taxes actually invoiced and paid to the determination taxing authorities by the Buyer for the tax year which includes the Closing Date, with the Sellers being responsible for the Property Taxes attributable to the period prior to and including the Closing Date. This statement shall be accompanied by proof of the Buyer’s actual payment of such Property Taxes for such period by Buyer tax year. Within 30 days of receipt of such statement and the Seller Representativeproof of payment, the Seller Sellers shall reimburse the Buyer for their pro-rated portion of such Property Tax shall be recalculated based upon such actual Property Taxes (the “Revised Seller Property Tax”) and (i) if the Revised Seller Property Tax is greater than the Seller Property Tax, the relevant Seller shall promptly pay the difference between such amounts or (ii) if the Revised Seller Property Tax is less than the Seller Property Tax, Buyer shall promptly pay the relevant Seller the difference between such amountsTaxes.

Apportionment of Ad Valorem and Property Taxes. All ad valorem taxes, real property taxes, personal property taxes and similar obligations (the “"Property Taxes”") attributable to the Assets with respect to the tax period in which the Effective Time occurs shall be apportioned as of the Effective Time between Sellers Seller and Buyer. Prior to Closing, the Seller Representative shall determine an estimate of the portion of the Property Taxes (based on the latest information then available), for the period in which the Effective Time occurs attributable to the period prior to the Effective Time (the “"Seller Property Tax”"). Sellers Seller shall credit to Buyer, through a downward adjustment to the Purchase Price, the amount of the Seller Property Tax. Buyer shall file or cause to be filed all required reports and returns incident to the Property Taxes and shall pay or cause to be paid to the taxing authorities all Property Taxes relating to the tax period in which the Effective Time occurs. If the Property Taxes used in determining the Seller Property Tax are not the actual Property Taxes for the tax period in which the Effective Time occurs, then upon the determination of the actual Property Taxes for such period by Buyer and the Seller Representativeperiod, the Seller Property Tax shall be recalculated based upon such actual Property Taxes (the “"Revised Seller Property Tax”") and (i) if the Revised Seller Property Tax is greater than the Seller Property Tax, the relevant Seller shall promptly pay the difference between such amounts or (ii) if the Revised Seller Property Tax is less than the Seller Property Tax, Buyer shall promptly pay the relevant Seller the difference between such amounts.

Apportionment of Ad Valorem and Property Taxes. All ad valorem taxes, real property taxes, personal property taxes and similar obligations (the “Property Taxes”) attributable to the Assets with respect to the tax period in which the Effective Time occurs shall be apportioned as of the Effective Time between Sellers Seller and Buyer. Prior to Closing, the Seller Representative shall determine an estimate of the portion of the Property Taxes (based on the latest information then available), for the period in which the Effective Time occurs attributable to the period prior to the Effective Time (the “Seller Property Tax”). Sellers Seller shall credit to Buyer, through a downward adjustment to the Purchase Price, the amount of the Seller Property Tax. Buyer shall file or cause to be filed all required reports and returns incident to the Property Taxes and shall pay or cause to be paid to the taxing authorities all Property Taxes relating to the tax period in which the Effective Time occurs. If the Property Taxes used in determining the Seller Property Tax are not the actual Property Taxes for the tax period in which the Effective Time occurs, then upon the determination of the actual Property Taxes for such period by Buyer and the Seller Representativeperiod, the Seller Property Tax shall be recalculated based upon such actual Property Taxes (the “Revised Seller Property Tax”) and (i) if the Revised Seller Property Tax is greater than the Seller Property Tax, the relevant Seller shall promptly pay the difference between such amounts or (ii) if the Revised Seller Property Tax is less than the Seller Property Tax, Buyer shall promptly pay the relevant Seller the difference between such amounts.

Apportionment of Ad Valorem and Property Taxes. All ad valorem taxes, real property taxes, personal property taxes and similar obligations (the “Property Taxes”"PROPERTY TAXES") attributable to the Assets with respect to the tax period in which the Effective Time occurs shall be apportioned as of the Effective Time between Sellers Seller and Buyer. Prior to Closing, the Seller Representative shall determine an estimate of the portion of the Property Taxes (based on the latest information then available), for the period in which the Effective Time occurs attributable to the period prior to the Effective Time (the “"Seller Property Tax”"). Sellers Seller shall credit to Buyer, through a downward adjustment to the Purchase Price, the amount of the Seller Property Tax. Buyer shall file or cause to be filed all required reports and returns incident to the Property Taxes and shall pay or cause to be paid to the taxing authorities all Property Taxes relating to the tax period in which the Effective Time occurs. If the Property Taxes used in determining the Seller Property Tax are not the actual Property Taxes for the tax period in which the Effective Time occurs, then upon the determination of the actual Property Taxes for such period by Buyer and the Seller Representativeperiod, the Seller Property Tax shall be recalculated based upon such actual Property Taxes (the “"Revised Seller Property Tax”") and (i) if the Revised Seller Property Tax is greater than the Seller Property Tax, the relevant Seller shall promptly pay Buyer the difference between such amounts or (ii) if the Revised Seller Property Tax is less than the Seller Property Tax, Buyer shall promptly pay the relevant Seller the difference between such amounts.

Apportionment of Ad Valorem and Property Taxes. (i) All ad valorem taxes, real property taxes, personal property taxes and similar obligations (the “Property Taxes”) attributable to the Assets Purchased Assets, including Taxes indirectly payable pursuant to a Lease, with respect to the tax period in which the Effective Time occurs a Straddle Period shall be apportioned as of the Effective Time Closing Date between Sellers Seller and Buyer. Prior to Closing, the Seller Representative shall determine an estimate of the portion of the Buyer determined by prorating such Property Taxes on a daily basis over the entire Tax period. (based on the latest information then available), for the period in which the Effective Time occurs attributable to the period prior to the Effective Time (the “Seller Property Tax”). Sellers shall credit to Buyer, through a downward adjustment to the Purchase Price, the amount of the Seller Property Tax. ii) Buyer shall file or cause to be filed all required reports and returns incident to the Property Taxes and shall pay or cause to be paid paid, when due, to the appropriate taxing authorities all Property Taxes relating to the tax period in Purchased Assets for any Straddle Period. Buyer shall provide Seller with reasonable opportunity to review and comment on each Property Tax Return prepared by Buyer that relates to a Straddle Period prior to filing such Property Tax Returns and shall make changes to such Property Tax Returns reasonably requested by Seller. To the extent Seller receives invoices for Property Taxes following the Closing which the Effective Time occursare payable by Buyer, Seller shall forward such invoices promptly to Buyer. If Buyer shall send to Seller a statement that apportions the Property Taxes used in determining the between Seller Property Tax are not the actual and Buyer based upon Property Taxes actually invoiced and paid to the taxing authorities by Buyer for the tax year which includes the Closing Date, with Seller being responsible for the Property Taxes attributable to the period in which prior to and including the Effective Time occurs, then upon the determination Closing Date. This statement shall be accompanied by proof of the Buyer’s actual payment of such Property Taxes for such period by Buyer tax year. Within thirty (30) days after receipt of such statement and the Seller Representativeproof of payment, the Seller Property Tax shall be recalculated based upon such actual Property Taxes (the “Revised Seller Property Tax”) and (i) if the Revised Seller Property Tax is greater than the Seller Property Tax, the relevant Seller shall promptly pay the difference between reimburse Buyer for its pro-rated portion of such amounts or (ii) if the Revised Seller Property Tax is less than the Seller Property Tax, Buyer shall promptly pay the relevant Seller the difference between such amountsTaxes.