Property Tax Adjustments. As applicable, all real estate taxes, ad valorem personal property and inventory taxes, fire district taxes, and other such charges constituting a lien or encumbrance on any of the Assets, including special or betterment assessments against any of the Assets which are payable in installments over more than one year (collectively “Property Taxes”), shall be adjusted on the basis of the fiscal year (regardless of the date of assessment) of the state, county, city or town in which any respective Assets are situated (the “Fiscal Year”). All unpaid Property Taxes that relate to Fiscal Years ending on or before the Closing Date shall be the responsibility of Sellers. Property Taxes that relate to the Fiscal Year in which the Closing occurs shall be prorated between Sellers and Purchaser, with Sellers being responsible for the portion of such Fiscal Year up to and including the Closing Date and Purchaser being responsible for the portion of such Fiscal Year after the Closing Date. Property Taxes that relate to a Fiscal Year commencing after the Closing Date shall be the responsibility of the Purchaser. All installments of Property Taxes having a due date on or before the Closing Date shall be paid by Company on or before the Closing Date, and Purchaser shall pay all installments of Property Taxes having a due date after the Closing Date. At the Closing, the net amount of all Property Tax adjustments computed according to this Section, based upon which Party is responsible for such Property Taxes and which Party is to pay such Property Taxes, shall be added to or deducted from the Current Assets or Current Liabilities, as the case may be. If the amount of any Property Taxes is not fixed and determined as of the Closing, the foregoing Closing adjustment shall be based on the amount thereof as reasonably estimated at Closing. The foregoing adjustment will be calculated as part of the adjustment contemplated by Section 2.2.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lehigh Gas Partners LP), Stock Purchase Agreement
Property Tax Adjustments. As applicable, all city and county real estate taxes, ad valorem and personal property and inventory taxes, fire district taxes, taxes and other such charges (“Property Taxes”) constituting a lien or encumbrance on any of the Assets, including special or betterment assessments against any of the Assets which are payable in installments over more than one year (collectively “Property Taxes”), being conveyed to Buyer at Closing under this Agreement shall be adjusted on the basis of the fiscal year (regardless of the date of assessment) of the state, county, city or town in which any respective Assets are situated (the “Fiscal Year”). All unpaid Property Taxes that relate to Fiscal Years ending on or before the Closing Date shall be the responsibility of Sellers. Property Taxes that relate to the Fiscal Year in which the Closing occurs shall be prorated between Sellers the Seller and PurchaserBuyer, with Sellers Seller being responsible for the portion of such Fiscal Year up to and including before the Closing Date and Purchaser Buyer being responsible for the portion of such Fiscal Year on and after the Closing Date. Property Taxes that relate to a Fiscal Year commencing after the Closing Date shall be the responsibility of the PurchaserBuyer. All installments of Property Taxes having a due date on or before the Closing Date shall be paid by Company on or the Seller before the Closing Date, Date and Purchaser Buyer shall pay all installments of Property Taxes having a due date on or after the Closing Date. At the Closing, the net amount of all Property Tax adjustments computed according to this Section, based upon which Party is responsible for such Property Taxes and which Party is to pay such Property Taxes, shall be added to or deducted from the Current Assets or Current Liabilities, as the case may be. If the amount of any Property Taxes is not fixed and determined as of the Closing, the foregoing Closing adjustment shall be based on the amount thereof as reasonably estimated at Closing. The foregoing adjustment will Responsibility for Property Taxes on the Properties other than Store #29 and the Leasehold Properties after the Closing under this Agreement shall be calculated as part of set forth in the adjustment contemplated by Section 2.2Master Sublease and Purchase Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Lehigh Gas Partners LP)