Common use of Apportionment of Certain Taxes Clause in Contracts

Apportionment of Certain Taxes. All real property, personal property and similar ad valorem Taxes, if any, levied with respect to the Transferred Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Taxes”) shall be apportioned between the Sellers and the Buyers based on the number of days of such taxable period ending on and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and the number of days in such taxable period after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period”). The Sellers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Post-Closing Tax Period. Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law. The paying Party shall be entitled to reimbursement from the non-paying Party for the non-paying Party’s portion of the Apportioned Taxes in accordance with this Section 6.5. Upon payment of any such Apportioned Taxes, 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 6.5, together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying Party shall make such reimbursement by wire transfer in immediately available funds within ten (10) days of receipt of such statement to an account designated by the paying Party.

Apportionment of Certain Taxes. All Any real property, personal property and property, or other similar ad valorem Taxes, if any, Taxes levied with respect to any of the Transferred Acquired Assets for a any taxable period which that includes (but does not end on) on the Closing Date (collectivelyDate, whether paid prior to, on or after the “Apportioned Taxes”) Closing Date, shall be apportioned between the Sellers Seller and the Buyers Buyer based on the number of days of such taxable period ending on up to and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and the number of days in of such taxable period after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period”)Date. The Sellers Seller shall be responsible for and shall pay the proportionate amount of such Apportioned Taxes that is attributable to the Pre-portion of the taxable period ending on the Closing Tax PeriodDate, and the Buyers Buyer shall be responsible for and pay the proportionate amount of such Apportioned Taxes that is attributable to the Post-Closing Tax Period. Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law. The paying Party shall be entitled to reimbursement from the non-paying Party for the non-paying Party’s portion of the Apportioned Taxes in accordance with this Section 6.5taxable period beginning and including the day after the Closing Date. Upon payment of any such Apportioned TaxesWithin ninety (90) days after the Closing, the paying Party Seller and Xxxxx shall present a statement to the non-paying Party ‎other setting forth the amount of reimbursement to ‎which each is entitled under this Section 5.1 ‎together with such supporting evidence as is ‎reasonably necessary to calculate the amount of such ‎reimbursement. Thereafter, upon receipt of any bill for such Taxes, Buyer or Seller, as applicable, shall notify the other Parties setting forth the amount of reimbursement to which the paying Party is it shall be entitled under this Section 6.55.1 upon payment of such bill, together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursedof reimbursement. The non-paying Party shall make Payment of such reimbursement amount shall be made by wire transfer in immediately available funds the Party owing reimbursement to the Party to which it owed within ten (10) days of receipt after delivery of such statement statement. In the event that Seller or Buyer shall make any payment for which such party ‎is entitled to an account designated by reimbursement under this Section 5.1, the paying Partyother ‎Party shall make such ‎reimbursement promptly, but in no event later than [***] 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.

Apportionment of Certain Taxes. All real property, personal property and similar ad valorem Taxes, if any, levied with respect to the Transferred Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Taxes”) shall be apportioned between the Sellers and the Buyers based on the number of days of such taxable period ending on and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and the number of days in of such taxable period after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period”). The Sellers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Post-Closing Tax Period. Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law. The paying Party shall be entitled to reimbursement from the non-paying Party for the non-paying Party’s portion of the Apportioned Taxes in accordance with this Section 6.56.4. Upon payment of any such Apportioned Taxes, 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 6.56.4, together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying Party shall make such reimbursement by wire transfer in immediately available funds within ten (10) days of receipt of such statement to an account designated by the paying Party.