Asset Taxes. Seller shall retain responsibility for and bear all Asset Taxes for (A) any period ending prior to the Effective Time and (B) the portion of any Straddle Period that ends immediately prior to the Effective Time. All Asset Taxes with respect to the ownership or operation of the Assets arising on or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to Straddle Periods, the portion of any such Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Asset Taxes that are based upon or related to income or receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset Taxes, be deemed equal to the product of (1) the amount of such Asset Taxes multiplied by (2) the quotient of the number of days in the portion of such Straddle Period ending on the day immediately prior to the day on which the Effective Time occurs, divided by the total number of days in such Straddle Period. To the extent the actual amount of Asset Taxes is not determinable at Closing or at the time the Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount of Asset Taxes for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), and 12.02. If, at the time the actual amount of an Asset Tax is determined, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(b)(iii) and Section 12.02 minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) and Section 12.02 is (x) less than Seller’s share of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference or (y) more than Seller’s share of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer shall promptly pay Seller an amount equal to such difference.
Asset Taxes. (a) (i) Seller shall be allocated and bear all Asset Taxes attributable to (x) any Tax period ending prior to the Effective Time and (y) the portion of any Straddle Period ending immediately prior to the Effective Time, and (ii) Purchaser shall be allocated and bear all Asset Taxes attributable to (x) any Tax period beginning at or after the Effective Time and (y) the portion of any Straddle Period beginning at the Effective Time.
Asset Taxes. Except as set forth in Schedule 3.13,
Asset Taxes. Contributor shall bear all Asset Taxes attributable to (A) any Tax period ending prior to the Effective Time and (B) the portion of any Straddle Period ending immediately prior to the Effective Time. Antero Midstream shall bear all Asset Taxes attributable to (A) any Tax period beginning at or after the Effective Time and (B) the portion of any Straddle Period beginning at the Effective Time. For purposes of determining the allocation of Asset Taxes for Straddle Periods, (i) Asset Taxes that are imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time based on the portion of the Straddle Period in which the transaction giving rise to such Asset Taxes occurred, and (ii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the Effective Time, on the one hand, and the number of days in such Straddle Period that occur at or after the Effective Time, on the other hand.
Asset Taxes. Except as disclosed in Schedule 3.13, all Asset Taxes that have become due and payable by SM Energy prior to the Effective Time have been properly paid other than any Asset Taxes that are being contested in good faith.
Asset Taxes. (a) Sellers shall be allocated and bear all Asset Taxes (ignoring, for purposes of this Section 9.1, that such Asset Taxes with respect to the Samedan Assets may be imposed on the Samedan Group rather than on the Parties directly) attributable to (i) any Tax period ending prior to the Effective Time and (ii) the portion of any Straddle Period ending immediately prior to the Effective Time, and Purchaser shall be allocated and bear all Asset Taxes attributable to (x) any Tax period beginning at or after the Effective Time and (y) the portion of any Straddle Period beginning at the Effective Time.
Asset Taxes. Production Taxes and similar Taxes measured by units or value of production, and severance Taxes, shall be apportioned to Sellers based on the amount or value of Hydrocarbons actually produced before the Effective Time and to Buyer based on the amount or value of Hydrocarbons actually produced at or after the Effective Time. Ad valorem Taxes, property Taxes and similar Taxes paid periodically shall be apportioned to Sellers based on the number of days in the applicable period falling before the day on which the Effective Time occurs and to Buyer based on the number of days falling on and after the day on which the Effective Time occurs. The payment to the appropriate taxing authorities of all Asset Taxes required to be paid before the Closing Date shall be made (or caused to be made) by Sellers, and the payment to the appropriate taxing authorities of all Asset Taxes required to be paid on or after the Closing Date shall be made by Buyer. Sellers shall pay to Buyer, at least five (5) days prior to the due date of such Asset Taxes, Sellers’ share of such Asset Taxes to the extent such amounts were not credited to Buyer in calculating adjustments to the Unadjusted Purchase Price pursuant to Section 12.01.
Asset Taxes. (i) Seller shall be allocated and bear (i) all Asset Taxes attributable to any Tax period ending prior to the Effective Time and (ii) its pro rata share of Asset Taxes attributable to any Straddle Period (based on the number of days of ownership in such Straddle Period). Buyer shall be allocated and bear (i) all Asset Taxes attributable to any Tax period beginning at or after the Effective Time and (ii) its pro rata share of Asset Taxes attributable to any Straddle Period (based on the number of days of ownership in such Straddle Period).
Asset Taxes. Seller shall cause the Company to file with the appropriate Governmental Entities all applicable Tax Returns for Asset Taxes related to the Properties or otherwise with respect to the business of the Company which are required to be filed by Seller on or before the Closing Date and shall pay any Taxes reflected thereon as due and owing. Buyer shall file all other Tax Returns for the Company and shall timely pay any Taxes reflected thereon as due and owing and indemnify and hold Seller harmless with respect to same. Each Party shall be responsible for its own Income Taxes; provided that Buyer shall indemnify Seller for any Income Taxes imposed on Seller arising in connection with Buyer’s breach of the covenants set forth in Section 2.3.
Asset Taxes. Except as disclosed in Schedule 7.13, all Asset Taxes that have become due and payable by Seller on or prior to the Execution Date have been properly paid other than any Asset Taxes that are being contested in good faith that are disclosed on a schedule to this Agreement, and there is no audit or examination pending with respect to any such Asset Taxes. There are no encumbrances or liens (other than the Permitted Encumbrances) on any of the Conveyed Interests that arose in connection with any failure of Seller or any Affiliate to pay any Taxes, whether or not related to the Conveyed Interests.
