Common use of Payment of Certain Expenses Due and Payable After the Effective Time; Cooperation Clause in Contracts

Payment of Certain Expenses Due and Payable After the Effective Time; Cooperation. (a) Purchaser shall pay, as and when due, all emissions fees, permit fees and utility bills due and payable after the Effective Time, and Sellers shall reimburse Purchaser within thirty (30) days after invoice for any amounts under such bills attributable to any period prior to the Effective Time. Purchaser shall pay, and be entitled to collect, any rents due subsequent to the Effective Time under leases which are assumed Leases, and Sellers shall either pay, or be entitled to receive from Purchaser, as the case may be, within thirty (30) days after invoice or notice, any amounts attributable to any period prior to and including the Effective Time. (b) Purchaser shall file, or cause to be filed, all required reports and returns incident to all ad valorem taxes, real property taxes, personal property taxes and similar obligations, which reports and returns are due on or after the Effective Time and shall pay or cause to be paid to the taxing authorities all such taxes reflected on such reports or returns even if same are for periods prior to the Effective Time and Sellers shall reimburse Purchaser within thirty (30) days after invoice for any such taxes and similar obligations which are attributable to any period prior to the Effective Time; however, under no circumstances shall such reimbursement be greater than the result of (i) the pro-rated amount Sellers or their Affiliates would have paid if Sellers or their Affiliates had remained the owner of the Assets, less (ii) any liabilities attributable to the Assets which are paid by Sellers directly to any local Governmental Authority or school district. (c) Sellers and Purchaser agree to cooperate with the other in the event one of them or their Affiliates are involved in a tax controversy concerning the Assets and the other has either records or personnel which may be of assistance to the Party engaged in the controversy. Sellers and Purchaser further agree that if, in such Party's view, such cooperation becomes an unreasonable financial burden, they will agree upon a reasonable method of reimbursement to the burdened Party. (d) Purchaser shall pay the transfer tax or registration fee for all vehicles transferred to Purchaser as part of the Assets. (e) If a Party hereto makes or has made any payment to a third party pursuant to any assigned Contract, Lease, agreement or commitment; and (i) such payment is made in respect of work performed, services provided or goods delivered during a period of time which includes the Effective Time; or (ii) the Effective Time intervenes between the making of such payment and the performance of the work or services or delivery of goods, the Parties will allocate the burden of such payment in a manner which reflects the relative benefit of such work performed, services provided or goods delivered to each Party; provided, however, it shall be presumed that any work performed, services provided or goods delivered prior to and including the Effective Time are for the benefit of Sellers and any work performed, services provided or goods delivered after the Effective Time are for the benefit of Purchaser.

Payment of Certain Expenses Due and Payable After the Effective Time; Cooperation. (a) Purchaser shall pay, as and when due, all emissions fees, permit fees and utility bills due and payable after the Effective Time, and Sellers shall reimburse Purchaser within thirty (30) days after invoice for any amounts under such bills attributable to any period prior to the Effective Time. Purchaser shall pay, and be entitled to collect, any rents due subsequent to the Effective Time under leases which are assumed Leases, and Sellers shall either pay, or be entitled to receive from Purchaser, as the case may be, within thirty (30) days after invoice or notice, any amounts attributable to any period prior to and including the Effective Time. (b) Purchaser Buyer shall file, or cause to be filed, all required reports and returns incident to all ad valorem taxes, real property taxes, personal property taxes and similar obligations, which reports and returns are due on or after the Effective Time and shall pay or cause to be paid to the taxing authorities all such taxes reflected on such reports or returns even if same are for periods prior to the Effective Time and Sellers Seller shall reimburse Purchaser Buyer within thirty (30) days after invoice for any such taxes and similar obligations which are attributable to any period prior to the Effective Time; however, under no circumstances shall such reimbursement be greater than the result of (i) the pro-rated amount Sellers or their Affiliates would have paid if Sellers or their Affiliates had remained the owner of the Assets, less (ii) any liabilities attributable to the Assets which are paid by Sellers directly to any local Governmental Authority or school district. (cb) Sellers Seller and Purchaser Buyer agree to cooperate with the other in the event one of them or their Affiliates are is involved in a tax controversy concerning the Assets and the other has either records or personnel which may be of assistance to the Party engaged in the controversy. Sellers Seller and Purchaser Buyer further agree that if, in such Party's ’s view, such cooperation becomes an unreasonable financial burden, they will agree upon a reasonable method of reimbursement to the burdened Party. (d) Purchaser shall pay the transfer tax or registration fee for all vehicles transferred to Purchaser as part of the Assets. (ec) If a Party hereto makes or has made any payment to a third party pursuant to any assigned Contractcontract, Leaselease, agreement or commitment; and (i) such payment is made in respect of work performed, services provided or goods delivered during a period of time which includes the Effective Time; or (ii) the Effective Time intervenes between the making of such payment and the performance of the work or services or delivery of goods, the Parties will allocate the burden of such payment in a manner which reflects the relative benefit of such work performed, services provided or goods delivered to each Party; provided, however, it shall be presumed that any work performed, services provided or goods delivered prior to and including the Effective Time are for the benefit of Sellers Seller and any work performed, services provided or goods delivered after the Effective Time are for the benefit of PurchaserBuyer.

Payment of Certain Expenses Due and Payable After the Effective Time; Cooperation. (a) Purchaser Buyer shall pay, as and when due, all emissions fees, permit fees and utility bills due and payable on and after the Effective Time, and Sellers Seller shall reimburse Purchaser Buyer within thirty (30) days after invoice for any amounts under such bills attributable to any period prior to the Effective Time. Purchaser Buyer shall pay, and be entitled to collect, any rents due on or subsequent to the Effective Time under leases which are assumed Leases, and Sellers Seller shall either pay, or be entitled to receive from PurchaserBuyer, as the case may be, within thirty (30) days after invoice or notice, any amounts attributable to any period prior to and including the Effective Time. (b) Purchaser Buyer shall file, or cause to be filed, all required reports and returns incident to all ad valorem taxes, real property taxes, personal property taxes and similar obligations, which reports and returns are due on or after the Effective Time and shall pay or cause to be paid to the taxing authorities all such taxes reflected on such reports or returns even if same are for periods prior to the Effective Time and Sellers Seller shall reimburse Purchaser Buyer within thirty (30) days after invoice for any such taxes and similar obligations which are attributable to any period prior to the Effective Time; however, under no circumstances shall such reimbursement be greater than the result of (i) the pro-rated amount Sellers or their Affiliates Seller would have paid if Sellers or their Affiliates Seller had remained the owner of the Assets, less (ii) any liabilities attributable to the Assets which are paid by Sellers Seller directly to any unit of local Governmental Authority government or school district. (c) Sellers Seller and Purchaser Buyer agree to cooperate with the other in the event one of them or their Affiliates are is involved in a tax controversy concerning the Assets and the other has either records or personnel which may be of assistance to the Party engaged in the controversy. Sellers Seller and Purchaser Buyer further agree that if, in such Party's view, such cooperation becomes an unreasonable financial burden, they will agree upon a reasonable method of reimbursement to the burdened Party. (d) Purchaser Buyer shall pay the transfer tax or registration fee for all vehicles transferred to Purchaser Buyer as part of the Assets. (e) If Except to the extent included in the determination of the Net Working Capital Adjustment and to the extent not resulting from a breach by a Party of any covenant or agreement in this Agreement, and subject to Section 2.04, if a Party hereto makes or has made any payment to a third party pursuant to any assigned Contractcontract, Leaselease, agreement or commitment; and (i) such payment is made in respect of work performed, services provided or goods delivered during a period of time which includes the Effective Time; or (ii) the Effective Time intervenes between the making of such payment and the performance of the work or services or delivery of goods, the Parties will allocate the burden of such payment in a manner which reflects the relative benefit of such work performed, services provided or goods delivered to each Party; provided, however, it shall be presumed that any work performed, services provided or goods delivered prior to and including the Effective Time are for the benefit of Sellers Seller and any work performed, services provided or goods delivered after the Effective Time are for the benefit of PurchaserBuyer.

Payment of Certain Expenses Due and Payable After the Effective Time; Cooperation. (a) Purchaser Buyer shall pay, as and when due, all emissions fees, permit fees and utility bills due and payable after the Effective Time, and Sellers Seller shall reimburse Purchaser Buyer within thirty (30) days after invoice for any amounts under such bills attributable to any period prior to the Effective Time. Purchaser Buyer shall pay, and be entitled to collect, any rents due subsequent to the Effective Time under leases which are assumed Leases, and Sellers Seller shall either pay, or be entitled to receive from PurchaserBuyer, as the case may be, within thirty (30) days after invoice or notice, any amounts attributable to any period prior to and including the Effective Time. (b) Purchaser Buyer shall file, or cause to be filed, all required reports and returns incident to all ad valorem taxes, real property taxes, personal property taxes and similar obligations, which reports and returns are due on or after the Effective Time and shall pay or cause to be paid to the taxing authorities all such taxes reflected on such reports or returns even if same are for periods prior to the Effective Time and Sellers Seller shall reimburse Purchaser Buyer within thirty (30) days after invoice for any such taxes and similar obligations which are attributable to any period prior to the Effective Time; however, under no circumstances shall such reimbursement be greater than the result of (i) the pro-rated amount Sellers or their Affiliates would have paid if Sellers or their Affiliates had remained the owner of the Assets, less (ii) any liabilities attributable to the Assets which are paid by Sellers directly to any local Governmental Authority or school district. (c) Sellers Seller and Purchaser Buyer agree to cooperate with the other in the event one of them or their Affiliates are is involved in a tax controversy concerning the Assets and the other has either records or personnel which may be of assistance to the Party engaged in the controversy. Sellers Seller and Purchaser Buyer further agree that if, in such Party's view, such cooperation becomes an unreasonable financial burden, they will agree upon a reasonable method of reimbursement to the burdened Party. (d) Purchaser Buyer shall pay the transfer tax or registration fee for all vehicles transferred to Purchaser Buyer as part of the Assets. (e) If a Party hereto makes or has made any payment to a third party pursuant to any assigned Contractcontract, Leaselease, agreement or commitment; and (i) such payment is made in respect of work performed, services provided or goods delivered during a period of time which includes the Effective Time; or (ii) the Effective Time intervenes between the making of such payment and the performance of the work or services or delivery of goods, the Parties will allocate the burden of such payment in a manner which reflects the relative benefit of such work performed, services provided or goods delivered to each Party; provided, however, it shall be presumed that any work performed, services provided or goods delivered prior to and including the Effective Time are for the benefit of Sellers Seller and any work performed, services provided or goods delivered after the Effective Time are for the benefit of PurchaserBuyer.

Payment of Certain Expenses Due and Payable After the Effective Time; Cooperation. (a) Purchaser Buyer shall pay, as and when due, all emissions fees, permit fees and utility bills due and payable after the Effective Time, and Sellers Seller shall reimburse Purchaser Buyer within thirty (30) days after invoice for any amounts under such bills attributable to any period prior to the Effective Time. Purchaser Buyer shall pay, and be entitled to collect, any rents due subsequent to the Effective Time under leases which are assumed Leases, and Sellers Seller shall either pay, or be entitled to receive from PurchaserBuyer, as the case may be, within thirty (30) days after invoice or notice, any amounts attributable to any period prior to and including the Effective Time. (b) Purchaser Buyer shall file, or cause to be filed, all required reports and returns incident to all ad valorem taxes, real property taxes, personal property taxes and similar obligations, which reports and returns are due on or after the Effective Time and shall pay or cause to be paid to the taxing authorities all such taxes reflected on such reports or returns even if same are for periods prior to the Effective Time and Sellers Seller shall reimburse Purchaser Buyer within thirty (30) days after invoice for any such taxes and similar obligations which are attributable to any period prior to the Effective Time; however, under no circumstances shall such reimbursement be greater than the result of (i) the pro-rated amount Sellers Seller or their its Affiliates would have paid if Sellers Seller or their its Affiliates had remained the owner of the Assets, less (ii) any liabilities attributable to the Assets which are paid by Sellers Seller directly to any unit of local Governmental Authority government or school district. (c) Sellers Seller and Purchaser Buyer agree to cooperate with the other in the event one of them or their Affiliates are involved in a tax controversy concerning the Assets and the other has either records or personnel which may be of assistance to the Party engaged in the controversy. Sellers Seller and Purchaser Buyer further agree that if, in such Party's ’s view, such cooperation becomes an unreasonable financial burden, they will agree upon a reasonable method of reimbursement to the burdened Party. (d) Purchaser Buyer shall pay the transfer tax or registration fee for all vehicles transferred to Purchaser Buyer as part of the Assets. (e) If a Party hereto makes or has made any payment to a third party pursuant to any assigned Contractcontract, Leaselease, agreement or commitment; and (i) such payment is made in respect of work performed, services provided or goods delivered during a period of time which includes the Effective Time; or (ii) the Effective Time intervenes between the making of such payment and the performance of the work or services or delivery of goods, the Parties will allocate the burden of such payment in a manner which reflects the relative benefit of such work performed, services provided or goods delivered to each Party; provided, however, it shall be presumed that any work performed, services provided or goods delivered prior to and including the Effective Time are for the benefit of Sellers Seller and any work performed, services provided or goods delivered after the Effective Time are for the benefit of PurchaserBuyer.

Payment of Certain Expenses Due and Payable After the Effective Time; Cooperation. (a) Purchaser Buyer shall pay, as and when due, all emissions fees, permit fees and utility bills due and payable after the Effective Time, and Sellers Seller shall reimburse Purchaser Buyer within thirty (30) days after invoice for any amounts under such bills attributable to any period prior to the Effective Time. Purchaser Buyer shall pay, and be entitled to collect, any rents due subsequent to the Effective Time under leases which are assumed Leases, and Sellers Seller shall either pay, or be entitled to receive from PurchaserBuyer, as the case may be, within thirty (30) days after invoice or notice, any amounts attributable to any period prior to and including the Effective Time. (b) Purchaser Buyer shall file, or cause to be filed, all required reports and returns incident to all ad valorem taxes, real property taxes, personal property taxes and similar obligations, which reports and returns are due on or after the Effective Time and shall pay or cause to be paid to the taxing authorities all such taxes reflected on such reports or returns even if same are for periods prior to the Effective Time and Sellers Seller shall reimburse Purchaser Buyer within thirty (30) days after invoice for any such taxes and similar obligations which are attributable to any period prior to the Effective Time; however, under no circumstances shall such reimbursement be greater than the result of (i) the pro-rated amount Sellers or their Affiliates would have paid if Sellers or their Affiliates had remained the owner of the Assets, less (ii) any liabilities attributable to the Assets which are paid by Sellers directly to any local Governmental Authority or school district. (c) Sellers Seller and Purchaser Buyer agree to cooperate with the other in the event one of them or their Affiliates are is involved in a tax controversy concerning the Assets and the other has either records or personnel which may be of assistance to the Party engaged in the controversy. Sellers Seller and Purchaser Buyer further agree that if, in such Party's view, such cooperation becomes an unreasonable financial burden, they will agree upon a reasonable method of reimbursement to the burdened Party. (d) Purchaser shall pay the transfer tax or registration fee for all vehicles transferred to Purchaser as part of the Assets. (e) If a Party hereto makes or has made any payment to a third party pursuant to any assigned Contractcontract, Leaselease, agreement or commitment; and (i) such payment is made in respect of work performed, services provided or goods delivered during a period of time which includes the Effective Time; or (ii) the Effective Time intervenes between the making of such payment and the performance of the work or services or delivery of goods, the Parties will allocate the burden of such payment in a manner which reflects the relative benefit of such work performed, services provided or goods delivered to each Party; provided, however, it shall be presumed that any work performed, services provided or goods delivered prior to and including the Effective Time are for the benefit of Sellers Seller and any work performed, services provided or goods delivered after the Effective Time are for the benefit of PurchaserBuyer.