Post-Closing Refunds of Taxes Sample Clauses

Post-Closing Refunds of Taxes. Any refunds of Real Estate Taxes made after the Closing shall be held in trust and shall first be applied to the unreimbursed third-party costs incurred in obtaining the refund, then paid to any Tenants who are entitled to the same and the balance, if any, shall be paid, on a pro rata basis, to Sellers (for the period prior to the Closing Date) and to Purchaser (for the period commencing on and after the Closing Date).
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Post-Closing Refunds of Taxes. Any refunds of real estate taxes made after the Closing shall be held by Purchaser (and, if received by Seller, shall be delivered immediately to Purchaser to be held in accordance with this Section) and shall first be applied to the unreimbursed costs incurred in obtaining the refund, then paid to any tenants who are entitled to the same and the balance, if any, shall be paid to Seller (for the period prior to the Closing Date) and to Purchaser (for the period commencing on and after the Closing Date).
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Post-Closing Refunds of Taxes. Any refunds of real estate taxes made after the Closing shall first be applied to the reasonable unreimbursed costs incurred in obtaining the refund (including, but not limited to, any legal fees paid by Seller or Purchaser), then paid to any Tenants who are entitled to the same, and the balance, if any, shall be paid (within thirty (30) days after the final determination of such amount) to Seller (with respect to real estate taxes for the period prior to the Closing Date) and to Purchaser (with respect to real estate taxes for the period commencing on and after the Closing Date). The parties understand and agree that there are pending claims and/or proceedings pursuant to which Seller is pursuing a reduction in the assessed valuation of the Property for real estate tax purposes or a claim for refund of real estate taxes. Seller agrees that, without obtaining the prior consent of Purchaser (not to be unreasonably withheld), Seller will not make any commitments to the taxing authority regarding real estate taxes for periods after the Closing Date in connection with the resolution of such pending claims and/or proceedings.
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Post-Closing Refunds of Taxes. The parties acknowledge that there is presently pending a real estate tax appeal for Tax Year 2011 (“2011 Tax Appeal”), filed on behalf of Seller by Grossberg, Yochelson, Fox & Xxxxx, LLP (“GYFB”), pursuant to an engagement letter dated January 5, 2011(the “2011 Engagement Letter”), the terms of which are incorporated herein by reference. At Closing, Seller will assign to Purchaser, and Purchaser will assume from Seller, all rights and responsibilities under the Engagement Letter, including responsibility for any costs and fees payable thereunder. Seller shall be responsible for notifying GYFB of the sale, in accordance with the terms of the Engagement Letter. Seller shall have the right to withdraw the 2011 Tax Appeal at any time prior to Closing and Purchaser shall have the right to withdraw the 2011 Tax Appeal at any time after Closing. Before and after Closing, Seller will deliver to GYFB any information or documentation requested by GYFB in connection with the 2011 Tax Appeal which is Seller’s possession or control. If the 2011Tax Appeal is successful, any refunds of real estate taxes made to Purchaser after the Closing shall first be applied to the unreimbursed costs of GYFB, and any other costs of Purchaser and Seller incurred in obtaining the refund, then paid to any Tenants who are entitled to the same, and the balance, if any, shall be paid to Seller (for the period prior to the Closing Date) within ten (10) days of Purchaser’s receipt of such refund and to Purchaser (for the period commencing on and after the Closing Date). If the 2011 Tax Appeal is unsuccessful, Purchaser and Seller shall reprorate the out-of-pocket costs they incurred in the same ratio. The parties further acknowledge that there is also presently pending a real estate tax appeal for Tax Year 2010 (“2010 Tax Appeal”), filed on behalf of Seller by GYFB, pursuant to engagement letter dated March 30, 2009 (the “2010 Engagement Letter”). At Closing, Seller will retain all rights and responsibilities under the 2010 Engagement Letter, including responsibility for any costs and fees payable thereunder. If the 2010 Tax Appeal is successful, any refunds of real estate taxes after the Closing shall first be applied to the unreimbursed costs of GYFB, and any other costs of Seller incurred in obtaining the refund, then paid to any Tenants who are entitled to the same, and the balance, if any, shall be paid to Seller. If the refund under the 2010 Tax Appeal is paid to Purchaser, Purchaser s...
Sample 1
Post-Closing Refunds of Taxes. Any refunds of Real Estate Taxes made after the Closing shall be held in trust by Hunters Branch LLC (and, if received by HMCE, shall be delivered immediately to Hunters Branch LLC to be held in trust in accordance with this Section) and shall first be applied to the unreimbursed costs incurred in obtaining the refund, then paid to any Space Tenants who are entitled to the same and the balance, if any, shall be paid to HMCE (for the period prior to the Closing Date) and to Hunters Branch LLC (for the period commencing on and after the Closing Date).
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Post-Closing Refunds of Taxes. Any refunds of Real Estate Taxes made after the Closing relating to any period prior to the Closing Date shall be paid to (x) subject to the terms of the applicable Lease Documents, the applicable Tenant that leases the applicable Property, if such Real Estate Taxes were actually paid by such Tenant (directly or as part of its Additional Rent payments under its Lease) and (y) in all other instances, the Purchaser.
Sample 1

Related to Post-Closing Refunds of Taxes

  • Apportionment of Taxes For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Proration of Taxes For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.

  • Payment of Taxes and Assessments The Mortgagor will pay when due and before any penalty attaches, all general and special taxes, assessments, water charges, sewer charges, and other fees, taxes, charges and assessments of every kind and nature whatsoever (all herein generally called “Taxes”), whether or not assessed against the Mortgagor, if applicable to the Premises or any interest therein, or the Indebtedness, or any obligation or agreement secured hereby, subject to the Mortgagor’s right to contest the same, as provided by the terms hereof; and the Mortgagor will, upon written request, furnish to the Lender duplicate receipts therefor within 10 days after the Lender’s request.

  • Payment of Taxes The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

  • Payment of Taxes, Assessments, etc The Servicer (other than with respect to a Foreclosed Property) and the Special Servicer (with respect to any Foreclosed Property) shall maintain accurate records with respect to the Property (or such Foreclosed Property, as the case may be) reflecting the status of real estate taxes, assessments, charges and other similar items that are or may become a lien on the Property (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes, assessments and charges, insurance premiums, ground rent, operating expenses and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage Loan Agreement at such time as may be required by the Mortgage Loan Documents. If the Borrower Related Parties do not make the necessary payments and/or a Mortgage Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23, from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance with the terms of the Mortgage Loan Agreement.

  • Evidence of Tax Payments The Borrower will pay prior to delinquency all Taxes and Other Taxes payable in respect of any payment. Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 11.02, the original or a certified copy of a receipt evidencing payment of such Taxes or Other Taxes.

  • Apportionment of Tax Attributes (i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined by Parent in accordance with Treasury Regulation Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

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