Common use of Periodic Taxes Clause in Contracts

Periodic Taxes. All personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a Straddle Period (“Periodic Taxes”) shall be apportioned to the Pre-Closing Tax Period of such Straddle Period by multiplying the amount of such Taxes for the entire Straddle Period by a fraction the numerator of which is the number of days in the portion of such Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The excess of such Periodic Taxes for such Straddle Period over the amount apportioned to the Pre-Closing Tax Period shall be apportioned to the Post-Closing Tax Period. Seller shall be liable for the amount of such Periodic Taxes attributable to the Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing. Purchaser shall be liable for the amount of such Periodic Taxes attributable to the Post-Closing Tax Period and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of the amount so due. Purchaser shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the Closing; provided, however, such Tax Returns shall be subject to the approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayed.

Periodic Taxes. All personal property Taxes, real property Taxes and similar ad valorem obligations levied with respect to the Purchased Transferred Assets for a Straddle Period taxable period that includes (“Periodic Taxes”but does not end on) the Closing Date shall be apportioned between the Seller, on the one hand, and the Buyer, on the other hand, 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 (with respect to any such taxable period, the “Post-Closing Tax Period”). The Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period Period, except to the extent such Taxes are included in the calculation of such Straddle Period by multiplying Closing Net Working Capital, and the Buyer shall be liable for the proportionate amount of such Taxes for the entire Straddle Period by a fraction the numerator of which that is the number of days in the portion of such Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The excess of such Periodic Taxes for such Straddle Period over the amount apportioned to the Pre-Closing Tax Period shall be apportioned attributable to the Post-Closing Tax Period. Seller Notwithstanding the foregoing, the Buyer shall be solely liable for the amount of such Periodic Taxes attributable to the Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing. Purchaser shall be liable for the amount of such Periodic Taxes attributable to the Post-Closing Tax Period and shall reimburse Seller for any portion additional property taxes incurred as a result of the Periodic Taxes attributable to the Post-Closing Tax Period paid transactions contemplated by Seller within ten (10) days this Agreement, including as a result of being notified by Seller a reassessment of the amount so duevalue of property for property Tax purposes due to a change of ownership. Purchaser The Buyer shall be responsible for preparing and filing all such periodic non-income Tax Returns for Periodic Taxes required to be filed after the Closing; provided, however, Closing Date. With respect to any such Tax Returns Return that relates to a Straddle Period, the Buyer shall be subject provide the Seller with a copy of such completed Tax Return and a statement (with which the Buyer will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to this Section 6.1 at least thirty (30) days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller shall have the right to review and approve (such approval not to be unreasonably withheld or delayed) such Tax Return and statement prior to the filing of such Tax Return. The Buyer and the Seller agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement. Each of the Seller, which approval on the one hand, and the Buyer, on the other hand, shall not be unreasonably withheld, conditioned or delayedprovide reimbursement to the other party as necessary to give effect to this Section 6.1.

Periodic Taxes. All personal property Taxes and similar ad valorem obligations levied For purposes of this Agreement, with respect to any Acquired Asset, Sellers and Buyer shall apportion the Purchased Assets liability for a Straddle Period real and personal property Taxes, ad valorem Taxes, and similar Taxes (other than Transfer Taxes) (“Periodic Taxes”) for Straddle Periods applicable to such Acquired Asset in accordance with this Section 11.2. The Periodic Taxes described in this Section 11.2 shall be apportioned between Sellers and Buyer as of the Closing Date, with Buyer liable for that portion of the Periodic Taxes for a Straddle Period (which portion of such Taxes shall for purposes of this Agreement be deemed attributable to the Post-Closing Tax Period) equal to the Periodic Taxes for such Straddle Period multiplied by a fraction, the numerator of which is the number of days remaining in such Straddle Period after the Closing Date, and the denominator of which is the total number of days in such entire Straddle Period. Sellers shall be liable for that portion of the Periodic Taxes for a Straddle Period (which portion of such Taxes shall for purposes of this Agreement be deemed attributable to the Pre-Closing Tax Period of Period) equal to the Periodic Taxes for such Straddle Period by multiplying the amount of such Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of days in the portion of such Straddle Period ending on (and including) the Closing Date Date, and the denominator of which is the total number of days in the such entire Straddle Period. The excess of such Periodic Taxes party hereto responsible under applicable Law for such Straddle Period over the amount apportioned to the Pre-Closing paying a Tax Period shall be apportioned to the Post-Closing Tax Period. Seller shall be liable for the amount of such Periodic Taxes attributable to the Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing. Purchaser shall be liable for the amount of such Periodic Taxes attributable to the Post-Closing Tax Period and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of the amount so due. Purchaser described in this Section 11.2 shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after administering the Closing; provided, however, payment of such Tax Returns shall be subject to the approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayedTax.

Periodic Taxes. All real property taxes, personal property Taxes taxes and similar ad valorem obligations and other Taxes imposed on a periodic basis (and not based on revenue, income or sales) levied with respect to the Purchased Assets for a Straddle Period (other than Taxes allocated pursuant to Section 1.8) (“Periodic Taxes”) shall for a taxable period that includes (but does not end on) the Closing Date (“Straddle Period”) will be apportioned between Buyer and ReShape as of the Closing Date, respectively, based on the number of days of the Straddle Period included in the Pre-Closing Tax Period and the number of days of the Straddle Period included in the Post-Closing Tax Period. Following the Closing, ReShape will be liable for the proportionate amount of such Periodic Taxes that is attributable to the Pre-Closing Tax Period of such Straddle Period by multiplying the amount of such Taxes Period, and Buyer will be liable for the entire Straddle Period by a fraction the numerator of which is the number of days in the portion of such Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The excess proportionate amount of such Periodic Taxes for such Straddle Period over the amount apportioned to the Pre-Closing Tax Period shall be apportioned that is attributable to the Post-Closing Tax Period. Seller shall be liable for the amount of The party required by applicable Law to pay any such Periodic Taxes attributable Tax (the “Paying Party”) shall file the Tax Return related to such Periodic Tax within the Pre-Closing Tax Period except to time period prescribed by applicable Law and shall timely pay such Periodic Tax. To the extent any such payment therefor had been made prior to Closing. Purchaser shall be liable for exceeds the amount of such Periodic Taxes attributable to the Post-Closing Tax Period and shall reimburse Seller for any portion obligation of the Periodic Taxes attributable to Paying Party hereunder, the PostPaying Party shall provide the other party (the “Non-Closing Tax Period paid by Seller Paying Party”) with notice of payment and reasonable details of the calculation thereof, and within ten (10) days of being notified by Seller receipt of such notice of payment, the amount so due. Purchaser Non-Paying Party shall be responsible reimburse the Paying Party for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the Closing; provided, however, Non-Paying Party’s share of such Tax Returns shall be subject to the approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayedStraddle Period Taxes.

Periodic Taxes. All personal property Taxes, real property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets or the Business for a Straddle Period (“Periodic Taxes”) shall be apportioned to between Seller and Purchaser as of the Pre-Closing Tax Period Date based on the number of days of such Straddle Period by multiplying prior to the amount of Closing Date (with respect to any such Taxes for taxable period, the entire Straddle Period by a fraction the numerator of which is “Pre-Closing Periodic Tax Period”), and the number of days in the portion of such Straddle Period ending on beginning with and including the Closing Date and (with respect to any such taxable period, the denominator of which is the number of days in the entire Straddle Period. The excess of such Periodic Taxes for such Straddle Period over the amount apportioned to the Pre-Closing Tax Period shall be apportioned to the “Post-Closing Periodic Tax Period”), respectively. Seller shall be liable for the proportionate amount of such Periodic Taxes that is attributable to the Pre-Closing Periodic Tax Period except to the extent payment therefor had been made prior to Closing. not reserved or reflected on the most recent balance sheet included in the Financial Statements, and Purchaser shall be liable for the proportionate amount of such Periodic Taxes that is attributable to the Post-Closing Periodic Tax Period and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of the amount so duePeriod. Purchaser shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the Closing; provided, however, such Tax Returns shall be subject to the approval of Seller. Seller and Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Periodic Tax Returns and to mutually consent to the filing of such returns; provided, which approval however, if Purchaser and Seller are unable to resolve any disputed item then such disputed item shall not be unreasonably withheldresolved by the Accounting Firm. The fees and expenses of such Accounting Firm shall be borne equally by Seller, conditioned or delayedon the one hand, and Purchaser, on the other hand. Seller shall remit its share of such Periodic Taxes to Purchaser no earlier than ten (10) days before the due date for such Taxes.

Periodic Taxes. All personal property Taxes, real property Taxes and similar ad valorem obligations and any other Taxes (excluding VAT and Conveyance Taxes) calculated periodically with respect to the book value or fair market value levied with respect to the Purchased Assets or the Business for a Straddle Period (“Periodic Taxes”) shall be apportioned to between the Pre-Seller and the Purchaser as of the Closing Tax Period Date based on the number of days of such Straddle Period by multiplying prior to the amount of Closing Date (with respect to any such Taxes for taxable period, the entire Straddle Period by a fraction the numerator of which is “Pre-Closing Periodic Tax Period”), and the number of days in the portion of such Straddle Period ending on beginning with and including the Closing Date and (with respect to any such taxable period, the denominator of which is the number of days in the entire Straddle Period. The excess of such Periodic Taxes for such Straddle Period over the amount apportioned to the Pre-Closing Tax Period shall be apportioned to the “Post-Closing Periodic Tax Period”), respectively. The Seller shall be liable for the proportionate amount of such Periodic Taxes that is attributable to the Pre-Closing Periodic Tax Period except to Period, and the extent payment therefor had been made prior to Closing. Purchaser shall be liable for the proportionate amount of such Periodic Taxes that is attributable to the Post-Closing Periodic Tax Period. In the event that the amount of any Periodic Tax is not known by the Seller and the Purchaser at the Closing, the proration shall be made based upon the amount of the most recent available information, and the Seller and the Purchaser agree to reimburse each other, as the case may be, once the amount of such Periodic Tax becomes known. To the extent any periodic Taxes for a Straddle Period are assessed or payable on both Purchased Assets and Excluded Assets, the Parties shall reasonably cooperate to determine the amount of periodic Taxes for such Straddle Period that are allocable to the Purchased Assets and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of include the amount so dueallocated in the amount of Periodic Taxes to be apportioned under this Section 9.1. The Purchaser shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the Closing; provided, however, such Tax Returns shall be subject to the approval of the Seller, which approval shall not be unreasonably withheld, conditioned or delayed. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Periodic Tax Returns and to mutually consent to the filing of such returns. The Seller shall remit its share of such Periodic Taxes to the Purchaser no earlier than ten (10) days before the due date for such Periodic Taxes.

Periodic Taxes. All personal property Taxes, real property Taxes and similar ad valorem obligations levied with respect to the Purchased Acquired Assets for a Straddle Period (“Periodic Taxes”) shall be apportioned to the Pre-Closing Tax Period of such Straddle Period by multiplying the amount of such Taxes for the entire Straddle Period by a fraction the numerator of which is the number of days in the portion of such Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The excess of such Periodic Taxes for such Straddle Period over the amount apportioned to the any Pre-Closing Tax Period shall be apportioned between Seller, on the one hand, and Purchaser, on the other hand, as of the Closing Date based on the number of days of such Pre-Closing Tax Period included in the period ending with and including the Closing Date, and the number of days of such taxable period beginning after the Closing Date (with respect to any such taxable period, the “Post-Closing Tax Period”). Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Seller shall be liable for the amount The portion of such Periodic Taxes Tax attributable to the Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing. Purchaser shall be liable for the amount of such Periodic Taxes attributable to the a Post-Closing Tax Period and shall reimburse Seller for any portion of the Periodic Taxes will be attributable in a corresponding manner to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of the amount so duePurchaser. Purchaser shall be responsible for preparing and filing all such periodic non-income Tax Returns for Periodic Taxes returns required to be filed after the ClosingClosing Date. Each of Seller, on the one hand, and Purchaser, on the other hand, shall provide reimbursement to the other party as necessary to give effect to this Section 6.04(a). Any Tax return filed by Purchaser for a Pre-Closing Tax Period that relates in whole or in part to the Acquired Assets and which includes Taxes for which Seller could reasonably be expected to be responsible under this Agreement or applicable Law (“Pre-Closing Purchaser-Filed Return”) shall be submitted by Purchaser to Seller (together with schedules, statements and, to the extent reasonably requested by Seller, supporting documentation) at least twenty (20) days prior to the due date (including any applicable extension) of such return; provided, however, that in the case of any Pre-Closing Purchaser-Filed Return that is due within twenty (20) days of the Closing, Purchaser shall submit such Tax Returns shall be subject returns to the approval of Seller as soon as is reasonably practicable. If Seller, which approval within ten (10) days after review of any such Pre-Closing Purchaser-Filed Return, notifies Purchaser in writing that it objects to any items in such return, Purchaser shall not be unreasonably withheld, conditioned or delayedconsider such objection in good faith.

Periodic Taxes. All personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Business Manager Acquired Assets for a Straddle Period (“Periodic Taxes”) shall be apportioned to between the Pre-Closing Tax Period and the Post-Closing Tax Period based on the number of days of such Straddle Period by multiplying prior to the amount of such Taxes for the entire Straddle Period by a fraction the numerator of which is Closing Date, and the number of days in the portion of such Straddle Period ending on beginning with and including the Closing Date and the denominator of which is the number of days in the entire Straddle PeriodDate, respectively. The excess of such Business Manager shall be liable for the Periodic Taxes for such Straddle Period over the amount apportioned attributable to the Business Manager Acquired Assets for any Pre-Closing Tax Period Period, and American shall be apportioned liable for the Periodic Taxes attributable to the Business Manager Acquired Assets for any Post-Closing Tax Period. Seller shall be liable for the amount of such Periodic Taxes attributable to the Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing. Purchaser shall be liable for the amount of such Periodic Taxes attributable to the Post-Closing Tax Period and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of the amount so due. Purchaser American shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the ClosingClosing Date; provided, however, that to the extent such Tax Returns relate to any Pre-Closing Tax Period or Straddle Period, such Tax Returns shall be subject to the approval of Sellerthe Business Manager, which such approval shall not to be unreasonably withheld, conditioned withheld or delayed. The Business Manager shall remit its share of such Periodic Taxes to American no later than ten days before the due date for such Taxes. American shall remit its share of such Periodic Taxes to the Business Manager no later than ten days before the due date for such Taxes. Subject to and in accordance with relevant Tax Law, American shall be entitled to deduct amounts that were included as Assumed Liabilities pursuant to Section 2.1(b) and were not properly deductible by the Business Manager as of or before the Closing Date.

Periodic Taxes. All personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Acquired Assets for a Straddle Period (“Periodic Taxes”) shall be apportioned to between the Pre-Closing Tax Period and the Post-Closing Tax Period based on the number of days of such Straddle Period by multiplying prior to the amount of such Taxes for the entire Straddle Period by a fraction the numerator of which is Closing Date, and the number of days in the portion of such Straddle Period ending on beginning with and including the Closing Date and the denominator of which is the number of days in the entire Straddle PeriodDate, respectively. The excess of such Transferors shall be liable for the Periodic Taxes for such Straddle Period over the amount apportioned attributable to the Acquired Assets for any Pre-Closing Tax Period Period, and American shall be apportioned liable for the Periodic Taxes attributable to the Acquired Assets for any Post-Closing Tax Period. Seller shall be liable for the amount of such Periodic Taxes attributable to the Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing. Purchaser shall be liable for the amount of such Periodic Taxes attributable to the Post-Closing Tax Period and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of the amount so due. Purchaser American shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the ClosingClosing Date; provided, however, that to the extent such Tax Returns relate to any Pre-Closing Tax Period or Straddle Period, such Tax Returns shall be subject to the approval of SellerHoldco (on behalf of the Transferors), which such approval shall not to be unreasonably withheld, conditioned withheld or delayed. The Transferors shall remit their share of such Periodic Taxes to American no later than ten days before the due date for such Taxes. American shall remit its share of such Periodic Taxes to the Business Manager no later than ten days before the due date for such Taxes. Subject to and in accordance with relevant Tax Law, American shall be entitled to deduct amounts that were included as Assumed Liabilities pursuant to Section 2.1(b) and were not properly deductible by the Transferors as of or before the Closing Date.

Periodic Taxes. All personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Acquired Assets for a Straddle Period taxable period that includes (“Periodic Taxes”but does not end on) the Closing Date shall be apportioned between Seller and 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 (with respect to any such taxable period, the “Post-Closing Tax Period”). Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period Period, and Purchaser shall be liable for the proportionate amount of such Straddle Period by multiplying Taxes that is attributable to the Post-Closing Period. If bills for such Taxes have not been issued as of the Closing Date, and, if the amount of such Taxes for the entire Straddle Period by a fraction the numerator of which is the number of days in the portion of such Straddle Period ending on period including the Closing Date and is not then known, the denominator of which is the number of days in the entire Straddle Period. The excess apportionment of such Periodic Taxes shall be made at Closing on the basis of the prior period’s Taxes. After Closing, upon receipt of bills for such Straddle Period over the amount apportioned period including the Closing Date, adjustments to the Pre-Closing Tax Period apportionment shall be apportioned made by the parties, so that if either party paid more than its proper share at the Closing, the other party shall promptly reimburse such party for the excess amount paid by them in immediately available funds by wire transfer to an account or accounts designated by Seller or Purchaser, as the Post-Closing Tax Periodcase may be. Seller shall be liable for the amount of such Periodic Taxes attributable to the Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing. and Purchaser shall be liable for the amount of such Periodic Taxes attributable to the Post-Closing Tax Period and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten meet ninety (1090) days of being notified by Seller of the amount so due. Purchaser shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the Closing; provided, howeverand each quarter thereafter as necessary, such Tax Returns shall be subject to the approval of Sellerreconcile with respect to any issues related to Taxes, which approval shall not be unreasonably withheldincluding refunds, conditioned or delayedadjustments and apportionments.

Periodic Taxes. All personal property Taxes, real property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets or the Business for a Straddle Period (“Periodic Taxes”) shall be apportioned to between Seller and Purchaser as of the Pre-Closing Tax Period Date based on the number of days of such Straddle Period by multiplying prior to and including the amount of Closing Date (with respect to any such Taxes for taxable period, the entire Straddle Period by a fraction the numerator of which is “Pre-Closing Periodic Tax Period”), and the number of days in the portion of such Straddle Period ending on beginning after the Closing Date and (with respect to any such taxable period, the denominator of which is the number of days in the entire Straddle Period. The excess of such Periodic Taxes for such Straddle Period over the amount apportioned to the Pre-Closing Tax Period shall be apportioned to the “Post-Closing Periodic Tax Period”), respectively. Seller shall be liable for the proportionate amount of such Periodic Taxes that is attributable to the Pre-Closing Periodic Tax Period except to the extent payment therefor had been made prior to Closing. not taken into account as a current liability in the calculation of Final Net Working Capital, and Purchaser shall be liable for the proportionate amount of such Periodic Taxes that is attributable to the Post-Closing Periodic Tax Period and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of the amount so duePeriod. Purchaser shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the Closing; provided, however, that (i) Purchaser shall deliver drafts of all such Tax Returns to Seller at least 30 days prior to the due date thereof for Seller’s review; (ii) Seller shall notify Purchaser in writing of any objection to any such Tax Return within 10 days of receipt and (iii) Seller and Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Periodic Tax Returns and to mutually consent to the filing of such returns; provided, further, however, if Purchaser and Seller are unable to resolve any disputed item then such disputed item shall be subject to resolved by the approval Accounting Firm. The fees and expenses of such Accounting Firm shall be borne equally by Seller, which approval on the one hand, and Purchaser, on the other hand. Seller shall not be unreasonably withheld, conditioned or delayedremit its share of such Periodic Taxes to Purchaser no later than ten (10) days before the due date for such Taxes.

Periodic Taxes. All personal property Taxes, real property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets or the Facility for a Straddle Period (“Periodic Taxes”) shall be apportioned to between the Pre-Closing Tax Period of such Straddle Period by multiplying the amount of such Taxes for the entire Straddle Period by a fraction the numerator of which is the number of days in the portion of such Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The excess of such Periodic Taxes for such Straddle Period over the amount apportioned to the Pre-Closing Tax Period shall be apportioned to the Post-Closing Tax PeriodPeriod based on the number of days of such Straddle Period prior to and including the Closing Date, and the number of days of such Straddle Period beginning with the day after the Closing Date, respectively. Seller shall be liable for the amount of such Periodic Taxes attributable to the any Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing. Period, and Purchaser shall be liable for the amount of such all other Periodic Taxes attributable to the Post-Closing Tax Period and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of the amount so dueTaxes. Purchaser shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the Closing; provided, however, that to the extent such Tax Returns relate to any Pre-Closing Tax Period or Straddle Period, such Tax Returns shall be subject to the approval of Seller, which approval . Seller and Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Returns and to mutually consent to the filing of such returns. Seller shall not be unreasonably withheld, conditioned or delayedremit its share of such Periodic Taxes to Purchaser no later than ten (10) days before the due date for such Taxes.

Periodic Taxes. All personal property non-income Taxes and similar ad valorem obligations levied with respect to the Purchased Acquired Assets for a Straddle Period taxable period that includes (“Periodic Taxes”but does not end on) the Closing Date 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 (with respect to any such taxable period, the "Post-Closing Tax Period"). The Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period Period, and the Purchaser shall be liable for the proportionate amount of such Straddle Period by multiplying Taxes that is attributable to the Post-Closing Period. If bills for such Taxes have not been issued as of the Closing Date, and, if the amount of such Taxes for the entire Straddle Period by a fraction the numerator of which is the number of days in the portion of such Straddle Period ending on period including the Closing Date and is not then known, the denominator of which is the number of days in the entire Straddle Period. The excess apportionment of such Periodic Taxes shall be made at Closing on the basis of the prior period's Taxes. After Closing, upon receipt of bills for such Straddle Period over the amount apportioned period including the Closing Date, adjustments to the Pre-Closing Tax Period apportionment shall be apportioned to made by the Post-Closing Tax Period. Seller parties, so that if either party paid more than its proper share at the Closing, the other party shall be liable promptly reimburse such party for the excess amount of such Periodic Taxes attributable to the Pre-Closing Tax Period except to the extent payment therefor had been made prior to Closing. Purchaser shall be liable for the amount of such Periodic Taxes attributable to the Post-Closing Tax Period and shall reimburse Seller for any portion of the Periodic Taxes attributable to the Post-Closing Tax Period paid by Seller within ten (10) days of being notified by Seller of the amount so due. Purchaser shall be responsible for preparing and filing all Tax Returns for Periodic Taxes required to be filed after the Closing; provided, however, such Tax Returns shall be subject to the approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayedthem.