Apportionment of Property Taxes. Property Taxes shall be deemed attributable to the period of ownership of the applicable Asset subject to Property Taxes, and liability for such Taxes shall be allocated to Seller for all periods (and portions thereof) ending prior to the Effective Time and to Buyer for all periods (and portions thereof) beginning at or after the Effective Time as described further in this Section 9.1. Property Taxes imposed on a periodic basis that includes, but does not end at, the Effective Time, shall be allocated between the portion of such Tax period ending prior to the Effective Time and the portion of such Tax period beginning on or after the Effective Time by prorating each such Property Tax based on the number of days in the applicable Tax period that occur before the day on which the Effective Time occurs, on the one hand, and the number of days in such Tax period that occur on and after the day on which the Effective Time occurs, on the other hand. For purposes of the preceding sentence, the period for such Property Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Property Tax and shall end on the day before the next such date.
Apportionment of Property Taxes. (a) Real property and personal property taxes and similar ad valorem obligations levied with respect to the Contributed Assets for taxable periods which include, but do not end on, the date hereof, shall be apportioned between Member and the Company, based on the number of days included in the taxable period up to and including October 31 on the one hand, and the number of days included in the taxable period following October 31 on the other hand.
(b) If the actual taxes and assessments payable during the current taxable year are not known as of the date the apportionment pursuant to this Section 3A.1 is to be completed, the apportionment of such taxes shall be upon the basis of taxes and assessments for the Contributed Assets payable during the immediately preceding year. If the taxes and assessments payable during the current year are later determined to be more or less than the taxes and assessments payable during the preceding year, Member and the Company shall promptly adjust the apportionment theretofore made pursuant to this Section 3A.1 and Member or the Company, as the case may be, shall pay to the other any amount required as a result of such adjustment.
Apportionment of Property Taxes. There shall be allocated to Laramie (with respect to the Laramie Assets) or Delta (with respect to the Delta Assets), as applicable, a portion of the Property Tax for the Straddle Period determined by multiplying the Property Tax for the Straddle Period by a fraction, the numerator of which shall be the number of days in the Straddle Period prior to the Effective Time and the denominator of which shall be the number of days in the Straddle Period. The remaining portion of the Property Tax for the Straddle Period shall be allocated to the Company. The portion of the Property Taxes for the Straddle Period allocable to Laramie and Delta, respectively, shall be taken into account as provided in Section 15.
1. For any purpose as may be necessary under this Agreement, Property Taxes levied for 2012 (and due and payable in 2013) shall be (a) if the actual Property Tax levy for 2012 has not been made prior to the calculation of the Laramie Payment and Delta Payment, as applicable, estimated based on the 2011 mill levy without regard to the actual 2012 mill levy or assessment and (b) otherwise shall be based on the actual 2012 mill levy. Any estimate made pursuant to clause (a) of the previous sentence shall be final, and no further adjustment to the Laramie Payment and Delta Payment, as applicable, shall be made with respect to an apportioned Property Tax based on the actual 2012 mill levy, valuation, equalization, assessment or a revised determination of 2011 production. All Property Taxes with respect to taxable periods beginning on or after the Effective Time shall be for the Company’s account. Laramie or Delta, as applicable, shall timely file or cause to be filed all required Tax Returns for, related to or incident to Property Taxes that are due on or prior to the Closing Date and shall timely pay or cause to be paid all Taxes due with respect thereto. The Company shall timely file or cause to be filed all required reports and returns for, related to, or incident to Property Taxes for any Straddle Period that are due after the Closing Date and shall timely pay or cause to be paid to the taxing authorities all Property Taxes for any taxable period including the Closing Date. Any penalties, additions to Tax, or interest levied or assessed with respect to any failure of the Company to comply with the previous sentence shall be allocated to, and shall be payable by, the Company.
Apportionment of Property Taxes. An estimate shall be made, based on the most recent past-issued assessments, of all real property and personal property taxes and similar ad valorem obligations expected to be levied after the Closing Date with respect to (i) the Acquired Assets and (ii) the real and personal property owned by the Transferred Subs for a taxable period that includes (but does not end on) the Closing Date and shall be apportioned between the Seller and the Purchaser as of the Closing Date based on the number of days of such taxable period included in the period ending with and including the Closing Date (with respect to any such taxable period, the "Pre-Closing Tax Period"), and the number of days of such taxable period beginning after the Closing Date. The Seller shall pay, or cause to be paid, to the Purchaser the proportionate amount of such estimated taxes attributable to the Pre-Closing Tax Period at the Closing, and the Purchaser shall be liable for all such taxes assessed after the Closing Date.
Apportionment of Property Taxes. Property Taxes shall be prorated as of the Effective Time based on the number of days in the tax period before and after the Effective Time, and liability therefor allocated to Seller for pre-Effective Time Property Taxes and to Buyer for post-Effective Time Property Taxes, without duplicating any adjustment to the Purchase Price required by Section 2.3. For the purpose of calculating the Final Purchase Price under Section 13.1(a), Property Taxes shall be based on actual Property Taxes assessed for the year 2011. After Closing, Buyer shall timely file or cause to be filed all required reports and returns for, related to, or incident to the Property Taxes, and shall timely pay or cause to be paid to the taxing authorities all Property Taxes for the Property Tax period during which the Closing Date occurs. Any penalties, additions to Tax, or interest levied or assessed with respect to any failure of Buyer to comply with the previous sentence shall be allocated to, and shall be payable by, Buyer.
Apportionment of Property Taxes. In the event that the Premises are included in the same tax parcel as other real or personal property owned by Ranchcorp, Ranchcorp and PEF agree to cooperate in requesting that the Premises be separately assessed from other property owned by Ranchcorp. In the event that the Premises are included in a tax xxxx with other property owned by Ranchcorp, Ranchcorp shall pay the property tax xxxx before delinquency and PEF shall reimburse Ranchcorp for the portion of the tax xxxx attributable to the land and Improvements comprising the Premises, based on the actual assessed value of the land and Improvements comprising the Project. Any dispute between the parties regarding the amount of PEF's property tax obligation under this section shall be resolved by arbitration as provided by Section 12 of the Transaction Agreement.
Apportionment of Property Taxes. Taxes and assessments on the Real Property or Taxes on tangible personal property shall be prorated between OLC and RRMC or DHLC and RRMC, as applicable, in each case as of the Closing Date and based upon the last available invoice or information, and Sellers shall not be responsible for any increased assessments on any Real Property or tangible personal property after the Closing Date. All such prorations shall be allocated so that items relating to time periods ending on or prior to the Closing Date shall be allocated to RRMC, and items relating to time periods beginning after the Closing Date shall be allocated to OLC or DHLC, as applicable; provided, however, that any real property Tax shall be allocated in accordance with Section 164(d) of the Code.
Apportionment of Property Taxes. All ad valorem, real property and personal property taxes attributable to the Vessels and Other Assets for the tax period during which the Closing Date occurs shall be prorated as of the Closing Date based upon such tax assessed against the assets for the tax period. The owner of record of the Companies on the assessment date will cause the Companies to file all required reports and returns incident to the Property Taxes.
Apportionment of Property Taxes. Transfer Taxes; and Recording Fees 35 12.4 Assignment 36 12.5 Entire Agreement, Amendments and Waiver 36 12.6 Severability 36 12.7 Counterparts 36 12.8 Governing Law, Dispute Resolution and Arbitration 36 12.9 Notices and Addresses 38 12.10 Press Releases 39 12.11 Offset 40 12.12 No Partnership; Third Party Beneficiaries 40 12.13 Negotiated Transaction 40 12.14 Non-Compete; Confidentiality 40 EXHIBITS A-1 Map of Assets A-2 Plant Facilities A-3 Real Property Interests A-4 Permits A-5 Personal Property A-6 Assumed Contracts B-1 BUYER's Knowledge List B-2 DEFS' Knowledge List C Excluded Assets D-1 Legal Opinion of BUYER D-2 Legal Opinion of DEFS E Environmental Diligence Procedures F Transition Services Agreement G TRC Companies, Inc. Agreement H NGL Agreements I Form of Assignment
Apportionment of Property Taxes. All ad valorem taxes, real property taxes and similar obligations (the "Taxes") with respect to the tax period in which the Effective Date occurs ("current tax period") shall be apportioned between Seller and Buyer as of 12:00 a.m. Central Time on the Effective Date based on the immediately preceding tax period assessment. Buyer shall receive a credit at Closing for the amount of such Taxes owed by Seller for that portion of the current tax period prior to the Effective Date. Buyer shall pay, and defend and hold Seller harmless with respect to payment of, all Taxes on the Properties for the current tax period and thereafter, together with any interest or penalties assessed thereon.
