Common use of Apportionment of Taxes Clause in Contracts

Apportionment of Taxes. All real property Taxes, personal property Taxes, other similar ad valorem Taxes and any other Taxes levied with respect to the Purchased Assets for any taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Buyer as of the Closing Date based upon 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. Each Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and each Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. In the event that bills for such Taxes have not been issued as of the Closing Date, and, if the amount of such Taxes for the taxable period including the Closing Date is not then known, the apportionment of such Taxes shall be made at Closing on the basis of the prior taxable period’s Taxes. After the Closing, upon receipt of bills for the taxable period including the Closing Date, adjustments to the apportionment shall be made by the parties, so that if either party has paid more than its proper share of such Taxes at the Closing, the other party shall promptly reimburse the first party for the excess amount paid by the first party.

Appears in 3 contracts

Samples: Master Purchase Agreement, Master Purchase Agreement (Emcore Corp), Master Purchase Agreement (Emcore Corp)

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Apportionment of Taxes. All real property Taxes, personal property Taxes, other Taxes and similar ad valorem Taxes and any other Taxes obligations levied with respect to the Purchased Transferred Assets for any a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller the Sellers and Buyer Purchaser as of the Closing Date based upon on the number of days of such taxable period included in the Pre-Closing Tax Period Period, and the number of days of such taxable period included in the Post-Closing Tax Period. Each Seller The Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and each Buyer Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Period. In the event that If bills for such Taxes have not been issued as of the Closing Date, and, if the amount of such Taxes for the taxable period including the Closing Date is not then known, the apportionment of such Taxes shall be made at Closing on the basis of the prior taxable period’s Taxes. After the Closing, upon receipt of bills for the taxable period including the Closing Date, adjustments to the apportionment shall be made by the parties, so that if either party has paid more than its proper share of such Taxes at the Closing, the other party Party shall promptly reimburse the first party such Party for the excess amount paid by the first partythem.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Perrigo Co)

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Apportionment of Taxes. All real property Taxes, personal property Taxes, other Taxes and similar ad valorem Taxes and any other Taxes obligations levied with respect to the Purchased Assets for any a taxable period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Buyer as of the Closing Date based upon 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 Period”), and the number of days of such taxable period included in beginning after the Closing Date (with respect to any such taxable period, the “Post-Closing Tax Period”). Each Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and each Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. In the event that If bills for such Taxes have not been issued as of the Closing Date, and, if the amount of such Taxes for the taxable period including the Closing Date is not then known, the apportionment of such Taxes shall be made at Closing on the basis of the prior taxable period’s Taxes. After the Closing, upon receipt of bills for the taxable period including the Closing Date, adjustments to the apportionment shall be made by the parties, so that if either party has paid more than its proper share of such Taxes at the Closing, the other party shall promptly reimburse the first such party for the excess amount paid by the first partythem.

Appears in 1 contract

Samples: Asset Purchase Agreement (Higher One Holdings, Inc.)

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