Common use of Apportionment Clause in Contracts

Apportionment. All real property and personal property Taxes, assessments and similar governmental charges levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the pre-Closing Tax period and the post-Closing Tax period as of the Closing Date on a per diem basis. Thereafter, the Transferor shall notify the Acquirer upon receipt of any xxxx for real or personal property Taxes or similar charges relating to the Acquired Assets, part or all of which are attributable to any post-Closing Tax period, and shall promptly deliver such Tax xxxx to the Acquirer who shall pay the same to the appropriate governmental authority; provided that if such xxxx covers the pre-Closing period, the Transferor shall also remit to the Acquirer, prior to the due date of such Tax xxxx, payment for the proportionate amount of such xxxx that is attributable to the pre-Closing period. If either the Transferor or the Acquirer shall make a payment for which such Party is entitled to have such payment made by the other Party under this Section, the other Party shall make reimbursement promptly but in no event later than 15 Business 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. Any payment between the Parties required under this Section shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day from the date the relevant Tax is due to be paid to the Tax authority until paid.

Apportionment. All real property and personal property Taxes, assessments and similar governmental charges levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the pre-Closing Tax period and the post-Closing Tax period as of the Closing Date on a per diem basis. Thereafter, Thereafter the Transferor Sellers shall notify the Acquirer Parent and Sub upon receipt of any xxxx bill for real or personal property Taxes or similar charges relating to the Acquired Axxxxred Assets, part or all of which are attributable to any post-Closing Tax period, and shall promptly deliver such Tax xxxx bill to the Acquirer Sub who shall pay the same to the appropriate governmental authorityGovernmentax xxtity; provided provided, that if such xxxx bill covers the pre-Closing period, the Transferor Sellers shall also remit to the AcquirerSxx, prior to the due date of such Tax xxxxbill, payment for the proportionate amount of such xxxx bill that is attributable attrixxxxble to the pre-Closing period. If either any of the Transferor Sexxxxs, on the one hand, or the Acquirer Parent or Sub, on the other hand, shall make a payment for which such Party party is entitled to have such payment made by the other Party party under this Section, the other Party party shall make reimbursement promptly but in no event later than 15 Business Days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the reimbursement. Any payment between the Parties parties required under this Section shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day from the date the relevant Tax is due to be paid to the Tax authority until paid. The Sellers will provide Sub and Buyer prior to the Closing Date a forecast of all personal property Taxes, assessments and similar governmental charges levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date.

Apportionment. All For purposes of this Agreement, the amount of real property property, personal property, and personal property similar taxes (not based on income, profits or gains) relating to the Assets (“Property Taxes”), and any Tax refunds relating to such Property Taxes, assessments attributable to the portion of the Straddle Period ending on the day before the Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the day before the Closing Date and similar governmental charges levied the denominator of which is the number of calendar days in the entire Straddle Period; provided, however, if as a result of the purchase of the Assets, the value of any Asset is reassessed for purposes of determining the amount of any Property Tax, any resulting increase in Tax for such Straddle Period shall be treated as being solely with respect to the Acquired Assets portion of the Straddle Period beginning on the Closing Date. For any Taxes other than Property Taxes (such as franchise Taxes, Taxes that are based upon or related to income or receipts or net income, Taxes based upon production or occupancy or imposed in connection with any sale or other transfer or assignment of property) for a taxable period which includes (but does not end on) Straddle Period the Closing Date shall be apportioned between the pre-Closing Tax period and the post-Closing Tax period as of the Closing Date on a per diem basis. Thereafter, the Transferor shall notify the Acquirer upon receipt amount of any xxxx for real or personal property such Taxes or similar charges relating to the Acquired Assets, part or all of which are attributable to any post-Closing Tax period, and shall promptly deliver such Tax xxxx to the Acquirer who shall pay the same to the appropriate governmental authority; provided that if such xxxx covers the pre-Closing period, the Transferor shall also remit to the Acquirer, prior to the due date of such Tax xxxx, payment for the proportionate amount of such xxxx that is attributable to the pre-Closing periodportion such Straddle Period shall be determined based upon a hypothetical closing of the taxable year on such Closing Date with the Closing Date being included in the pre-Closing portion of such Straddle Period. If either Notwithstanding any provision in this Agreement to the Transferor contrary, the Buyer shall not be required to make any payment or disbursal to Parent, any Seller, or any Governmental Authority relating to any Taxes attributable to the Assets or the Acquirer shall make Business for a payment for which such taxable year (or portion thereof) ending on or before the Closing Date. Each Party is entitled agrees to have such payment made by the cooperate with each other Party under this Section, the other Party shall make reimbursement promptly but in no event later than 15 Business Days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along paying or reimbursing their respective Tax obligations in accordance with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment between the Parties required under this Section shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day from the date the relevant Tax is due to be paid to the Tax authority until paid8.12.

Apportionment. All real property and personal property Taxes, assessments and similar governmental charges levied with respect to the Acquired Assets for a taxable period which includes (but does not end ona) the Closing Date The Purchase Price set forth in Section 2.05 shall be apportioned between subject to adjustment as set forth in this Section 2.08. In the pre-Closing Tax period and event that any of the post-Closing Tax period adjustments provided for in this Section 2.08 cannot be calculated as of the Closing Date on a per diem basis. ThereafterDate, the Transferor appropriate payment shall notify be made by Buyers or Sellers, as the Acquirer upon receipt of any xxxx for real or personal property Taxes or similar charges relating case may be, to the Acquired Assetsother Party as promptly following the Closing Date as is practicable. In no event will any adjustment pursuant to clauses (b) and (c), part or all below, occur later than 18 months following the Closing Date. (b) For each Assigned Contract for which payments have been made in advance by a Seller covering a Payment Period that includes time on and after the Closing Date, the Purchase Price shall be increased by the amount determined by multiplying such advance payment by a fraction, the numerator of which is the number of days remaining in the Payment Period from and after the Closing Date and the denominator of which is the total number of days in the Payment Period. (c) For each Assigned Contract for which payments are attributable to any post-be made in arrears by a Buyer covering a Payment Period that includes time before the Closing Tax period, and shall promptly deliver such Tax xxxx to the Acquirer who shall pay the same to the appropriate governmental authority; provided that if such xxxx covers the pre-Closing periodDate, the Transferor Purchase Price shall also remit to be decreased by the Acquireramount determined by multiplying such payment by a fraction, the numerator of which is the number of days in the Payment Period prior to the due date Closing Date and the denominator of which is the total number of days in the Payment Period. (d) The Natural Gas Inventory Payment shall be subject to adjustment following the Closing in accordance with the procedures set forth on Schedule III. (e) If, at any time after the Closing, any Party receives a true-up statement from a local distribution company (“LDC”), the Parties will examine such Tax xxxxstatement, payment for and, if necessary, request from the proportionate amount of LDC further information, in order to determine which transactions reflected on {W5940181.1} such xxxx that is attributable statement relate to periods prior to the pre-Closing periodor after the Closing. If either the Transferor or the Acquirer shall make The Parties will then work together in good faith in order to determine a payment for which such amount from one Party is entitled to have such payment made by the other Party under which gives the applicable Seller the aggregate economic benefit or burden, as the case may be, of those transactions occurring prior to the Closing, and Xxxxxxx Operating the aggregate economic benefit or burden, as the case may be, of those transactions occurring from and after the Closing. Such payment will be made as promptly as practicable (but in any event within three (3) Business Days) following its determination. Xxxxxxx Operating will use commercially reasonable efforts to merge customer pools in a manner which coincides with the beginning of a new true-up cycle or at such time as Xxxxxxx Operating has received adequate information from the LDC to make the foregoing determinations. (f) If the Purchase Price is adjusted pursuant to this SectionSection 2.08, the allocation of the Purchase Price among the Acquired Assets as set forth in Section 2.06 shall be appropriately modified to reflect such adjustment. (g) The foregoing adjustment provisions shall not apply to any Assumed Liability other Party shall make reimbursement promptly but than those described in no event later than 15 Business 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. Any payment between the Parties required under this Section shall bear interest at the rate per annum determined, from time to time, under the provisions subsections (a) and (b) of Section 6621(a)(2) of the Code for each day from the date the relevant Tax is due to be paid to the Tax authority until paid2.03.

Apportionment. All real property The following items are to be computed and personal property Taxes, assessments and similar governmental charges levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the pre-Closing Tax period Buyer and the post-Closing Tax period Seller as of the Closing Date on a per diem and on a 365 day year basis: (a) Water and sewer rents. (b) Seller shall pay all Project real estate taxes covering all periods through the Closing Date. ThereafterReal estate taxes and assessments shall be prorated based on the current year's amounts. If Closing occurs on a date when the current year's tax millage is not fixed, and the Transferor shall notify current year's assessment is available, taxes will be estimated and prorated based upon such assessment, and the Acquirer prior year's millage. If the current year's assessment or tax xxxx is not available, then taxes will be estimated and prorated based on the prior year's tax. However, any tax proration based on an estimate may, at the request of either party to the transaction, be subsequently readjusted upon receipt of the tax xxxx. Notwithstanding anything herein to the contrary, Seller shall pay, at Seller’s sole expense (i) any applicable agricultural taxes (including, without limitation, rollback taxes) and (ii) all taxes related to the Property covering all periods of Seller’s ownership of the Property. (c) Any amounts payable under the Contracts to be assumed by Buyer; provided, that if Buyer receives a xxxx for real or personal property Taxes or similar charges relating to any such amount after the Acquired Assets, part or all of Closing Date which are attributable to any post-Closing Tax period, and shall promptly deliver such Tax xxxx to the Acquirer who shall pay the same to the appropriate governmental authority; provided that if such xxxx covers the pre-Closing period, the Transferor shall also remit to the Acquirer, a period prior to the due date Closing Date, Seller shall promptly pay to Buyer that part of such Tax xxxxamount properly allocable to the period prior to the Closing Date. (d) The rents and charges paid under all Leases, hot and cooled water charges, electricity and other utility charges and all other additional charges paid by lessees under the Leases and other income to Seller, to the extent collected by Seller prior to the Closing Date and which, as of the Closing Date, represent payments thereof to Seller which are applicable in whole or in part to a period of time subsequent to the Closing Date. (e) Rental payments due under Leases and all other items referenced in Paragraph 9(d) which are due and payable prior to the Closing Date, but which have not been collected by Seller, shall not be pro-rated as of the Closing Date. For a period of sixty (60) days after the Closing Date (the “Collection Period”), Buyer shall use good faith efforts to collect such past due rental payments and, after Buyer collects payment for the proportionate amount of such xxxx that is attributable past due accounts covering periods from and after Closing, Buyer shall remit to Seller collected past due rent dating to the pre-term of Seller’s ownership within thirty (30) days after Buyer’s receipt thereof. Notwithstanding the foregoing, all past due rental amounts collected by Buyer after the expiration of the Collection Period shall be the Buyer’s property. Seller shall have the right to bring action against Buyer in the event that Buyer fails to comply with Buyer’s obligation to remit to Seller past due rentals dating to the term of Seller’s ownership and collected by Buyer during the Collection Period as set forth in this Paragraph 9(e). Income received for a period after the Closing periodDate shall be credited to Buyer at Closing. If either All prepaid rents shall be transferred to Buyer at Closing. All deposits shall be transferred to Buyer at Closing. (f) Payment of all utility company charges, for periods through the Transferor or the Acquirer Closing Date (including, without limitation, electricity, water and sewer) shall make a payment for which such Party is entitled to have such payment be made by Seller. Adjustments for utilities respecting periods during which Closing occurs shall be based upon the other Party under this Section, the other Party next xxxx received and such adjustment shall make reimbursement promptly but in no event later than 15 Business Days occur after the presentation Closing Date. Seller shall retain the right to the refund of a statement setting forth all utility deposits. With respect to any utility adjustment, Seller shall obtain meter (or other measuring device) readings of the utility consumption as of the Closing Date and, wherever possible, Seller shall pay directly to the utility company the amount of reimbursement determined to which the presenting Party is entitled along with such supporting evidence be due as is reasonably necessary to calculate the amount of reimbursement. Any payment between the Parties required under this Section shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day from the date the relevant Tax is due to be paid to the Tax authority until paidClosing Date. This Paragraph 9 shall survive Closing.

Apportionment. All real property and personal property Taxes, assessments and similar governmental charges levied with respect to the Acquired Assets for a taxable period which includes (but does not end ona) the Closing Date The Purchase Price set forth in Section 1.4(a) shall be apportioned between subject to adjustment as set forth in this Section 1.6. In the pre-Closing Tax period and event that any of the post-Closing Tax period adjustments provided for in this Section 1.6 cannot be calculated as of the Closing Date on a per diem basis. ThereafterDate, the Transferor appropriate payment shall notify the Acquirer upon receipt of any xxxx for real or personal property Taxes or similar charges relating to the Acquired Assets, part or all of which are attributable to any post-Closing Tax period, and shall promptly deliver such Tax xxxx to the Acquirer who shall pay the same to the appropriate governmental authority; provided that if such xxxx covers the pre-Closing period, the Transferor shall also remit to the Acquirer, prior to the due date of such Tax xxxx, payment for the proportionate amount of such xxxx that is attributable to the pre-Closing period. If either the Transferor or the Acquirer shall make a payment for which such Party is entitled to have such payment be made by the other Party under this SectionBuyer or the Seller, as the case may be, to the other Party shall make reimbursement as promptly but following the Closing Date as is practicable. (b) For each Assigned Contract (including leases of real estate or equipment) for which rent or other payments have been made in no event later than 15 Business Days advance by the Seller covering a payment period that includes time on or after the presentation of a statement setting forth Closing Date, the Purchase Price shall be increased by the amount determined by multiplying such advance payment by a fraction, the numerator of reimbursement which is the number of days remaining in such payment period on and after the Closing Date and the denominator of which is the total number of days in such payment period. (c) For each Assigned Contract (including leases of real estate or equipment) for which rent or other payments are to which be made in arrears by the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate Buyer covering a payment period that includes time on or before the Closing Date, the Purchase Price shall be decreased by the amount determined by multiplying such payment by a fraction, the numerator of reimbursement. Any which is the number of days in such payment between period through but excluding the Parties required under this Section Closing Date and the denominator of which is the total number of days in such payment period. (d) For any water, sewer, fire protection and other service fees, any electricity, gas, telephone and other utility expenses, and any real estate taxes or assessments, which (i) relate to any site covered by a real estate lease that is being assigned by the Seller to the Buyer as an Assigned Contract and (ii) have been paid in advance by the Seller covering a payment period that includes time after the Closing Date, the Purchase Price shall bear interest at be increased by the rate per annum determinedamount determined by multiplying such advance payment by a fraction, from time the numerator of which is the number of days remaining in such payment period on and after the Closing Date and the denominator of which is the total number of days in such payment period. (e) For any water, sewer, fire protection and other service fees, any electricity, gas, telephone and other utility expenses, and any real estate taxes or assessments, which (i) relate to time, under any site covered by a real estate lease that is being assigned by the provisions of Section 6621(a)(2Seller to the Buyer as an Assigned Contract and (ii) of the Code for each day from the date the relevant Tax is due are to be paid to in arrears by the Tax authority until paidBuyer covering a payment period that includes time on or before the Closing Date, the Purchase Price shall be decreased by the amount determined by multiplying such payment by a fraction, the numerator of which is the number days in such payment period through but excluding the Closing Date and the denominator of which is the total number of days in such payment period.

Apportionment. All real For purposes of this Agreement, any property and personal property Taxes, assessments and or ad valorem or similar governmental charges levied Taxes with respect to the Acquired Purchased Assets for a taxable period which includes (but does not end on) the Closing Date any Straddle Period shall be apportioned between the preportion of such period up to and including the Closing (such portion, a “Pre-Closing Tax period Straddle Period”) and the post-portion of such period that begins after the Closing Tax period as of on the Closing Date (such portion, a “Post-Closing Straddle Period”) based on a per diem basis. ThereafterFor purposes of this Section 6.16(d), any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period in the same manner. For the avoidance of doubt, the Transferor Sellers shall notify the Acquirer upon receipt of any xxxx for real or personal property Taxes or similar charges relating to the Acquired Assets, part or all of which are attributable to any post-Closing Tax period, and shall promptly deliver such Tax xxxx to the Acquirer who shall pay the same to the appropriate governmental authority; provided that if such xxxx covers the pre-Closing period, the Transferor shall also remit to the Acquirer, prior to the due date of such Tax xxxx, payment be liable for the proportionate amount of such xxxx Taxes that is are attributable to the prePre-Closing periodStraddle Period, and the Buyer shall be liable for the proportionate amount of such Taxes that are attributable to the Post-Closing Straddle Period. Proration of such Taxes that are undetermined as of the Closing Date (1) shall be based on the most recently available Tax rate and valuation, giving effect to applicable exemptions, recently voted millage, change in valuation, and similar items, whether or not officially certified to the appropriate Governmental Authority as of the Closing Date, (2) shall use a 365-day year and (3) if any Tax proration is based upon an estimate at Closing, a post-Closing adjustment shall be made by cash settlement between the Buyer and the Seller Representative within thirty (30) days after receipt of the actual expense invoices or Tax xxxx, which adjustment obligation shall survive the Closing. If either one party remits to the Transferor or the Acquirer shall make a appropriate Governmental Authority payment for Taxes, which such Party is entitled are subject to have such payment made by the other Party under this Section, the other Party shall make reimbursement promptly but in no event later than 15 Business 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. Any payment between the Parties required proration under this Section 6.16(d) and such payment includes the other party’s share of such Taxes, such other party shall bear interest at promptly reimburse the rate per annum determined, from time to time, under remitting party for its share of such Taxes after the provisions of Section 6621(a)(2) of the Code for each day from the date the relevant Tax is due to be paid remitting party has provided reasonable evidence to the Tax authority until other party that such Taxes have been paid.

Apportionment. All real property and personal property Taxes, assessments and similar governmental charges levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the pre-Closing Tax period and the post-Closing Tax period as of the Closing Date on a per diem basis. Thereafter, Thereafter the Transferor Sellers shall notify the Acquirer Parent and Sub upon receipt of any xxxx bxxx for real or personal property Taxes or similar charges relating to the Acquired Assets, part or all of which are attributable to any post-Closing Tax period, and shall promptly deliver such Tax xxxx bxxx to the Acquirer Sub who shall pay the same to the appropriate governmental authorityGovernmental entity; provided provided, that if such xxxx bxxx covers the pre-Closing period, the Transferor Sellers shall also remit to the AcquirerSub, prior to the due date of such Tax xxxxbxxx, payment for the proportionate amount of such xxxx bxxx that is attributable to the pre-Closing period. If either any of the Transferor Sellers, on the one hand, or the Acquirer Parent or Sub, on the other hand, shall make a payment for which such Party party is entitled to have such payment made by the other Party party under this Section, the other Party party shall make reimbursement promptly but in no event later than 15 Business Days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the reimbursement. Any payment between the Parties parties required under this Section shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day from the date the relevant Tax is due to be paid to the Tax authority until paid. The Sellers will provide Sub and Buyer prior to the Closing Date a forecast of all personal property Taxes, assessments and similar governmental charges levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date.

Apportionment. All real property and personal property Taxes, assessments and similar governmental charges levied with respect to the Acquired Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between the pre-Closing Tax period and the post-Closing Tax period as of the Closing Date on a per diem basis. Thereafter, the Transferor Seller shall notify the Acquirer Purchaser upon receipt of any xxxx for real or personal property Taxes or similar charges relating to the Acquired Assets, part or all of which are attributable to any post-Closing Tax period, and shall promptly deliver such Tax xxxx to the Acquirer Purchaser who shall pay the same to the appropriate governmental authority; provided provided, that if such xxxx covers the pre-Closing period, the Transferor Seller shall also remit to the AcquirerPurchaser, prior to the due date of such Tax xxxx, payment for the proportionate amount of such xxxx that is attributable to the pre-Closing period. If either the Transferor Seller or the Acquirer Purchaser shall make a payment for which such Party is entitled to have such payment made by the other Party under this Section, the other Party shall make reimbursement promptly but in no event later than 15 Business 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. Any payment between the Parties required under this Section shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day from the date the relevant Tax is due to be paid to the Tax authority until paid.