Property Tax Proration. Seller shall remain responsible for ad valorem and similar Taxes associated with the Assets that are attributable to the periods of time prior to Effective Time and Buyer shall be responsible for ad valorem and similar Taxes associated with the assets from and after the Effective Time. Should these taxes not be taken care of at Closing, such prorated payments shall be due and payable by the Party paying such taxes within thirty (30) days of receipt of a properly documented invoice for the same.
Property Tax Proration. All real and personal property Taxes with respect to the Purchased Assets assessed during the calendar year of the Closing will be prorated as of the Closing with Seller being liable for such Taxes attributable to the days in the calendar year through and including the Closing Date and Buyer being liable for such Taxes attributable to days in the calendar year after the Closing Date. Proration of property Taxes shall be made on the basis of the most recent officially certified Tax valuation and assessment for the Acquired Assets. If such valuation pertains to a Tax period other than that in which the Closing occurs, such proration shall be recalculated at such time as actual Tax bills for such period are available and the parties shall cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same within sixty days after the issuance of such actual Tax bills.
Property Tax Proration. Real and personal property taxes attributable to the Purchased Assets shall be allocated between Seller and Purchaser on the basis of the number of days in the applicable tax year of Seller elapsed through and including the Closing Date (which portion shall be allocated to Seller) as compared with the number of days in such tax year elapsing after the Closing Date (which portion shall be allocated to Purchaser).
Property Tax Proration. All real and personal property Taxes (other than Transfer Taxes) with respect to the Buyer Sub and Acquired Assets for the year in which the Closing occurs (regardless of when such Taxes become due and payable) will be prorated as of the Closing with the Sellers being liable for such Taxes attributable to the days in the calendar year through the day before the Closing Date and the Buyer Sub being liable for such Taxes attributable to days in the calendar year including and after the Closing Date. Proration of such Taxes shall be made on the basis of the most recent officially certified Tax valuation and assessment for the Acquired Assets. If such valuation pertains to a Tax period other than that in which the Closing occurs, such proration shall be recalculated at such time as actual Tax bills for such period are available and the Parties shall cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the Party entitled to recover the same within 60 days after the issuance of such actual Tax bills. For the avoidance of doubt, the Sellers shall be responsible for all real and personal property Taxes with respect to the Acquired Assets for calendar years prior to the calendar year in which the Closing occurs, regardless of when such Taxes become due and payable.
Property Tax Proration. Personal property taxes attributable to the Purchased Assets shall be allocated between Seller and Buyer on the basis of the number of days in the applicable Tax year of Seller elapsed through and including the Closing Date (which portion shall be allocated to Seller) as compared with the number of days in such Tax year elapsing after the Closing Date (which portion shall be allocated to Buyer). Seller shall be responsible for the payment, to any appropriate Governmental Body, of all personal property taxes attributable to the Purchased Assets for the year in which the Closing occurs; provided, however, that, within five (5) Business Days of Buyer’s receipt of written evidence of Seller’s payment thereof, Buyer shall pay to Seller, by certified or official bank check payable to its order, that portion of such personal property taxes which is allocable to Buyer as set forth above.
Property Tax Proration. Real estate and personal property taxes for the calendar year January 1, 1996, through December 31, 1996, shall be prorated to the Effective Date (as hereinafter defined) based upon the most recent property tax assessments and most recent certified tax rates. Such tax proration shall be settled at Closing by an adjustment to the Purchase Price. Buyer will assume responsibility for the actual payment to applicable government authorities of any unpaid property taxes not yet due.
Property Tax Proration. The parties shall prorate and adjust at Closing the 1997 personal property tax, if any, covering assets purchased based upon their reasonable best estimate of amounts owning as of the Closing Date.
Property Tax Proration. Real estate and personal property taxes, if any, for the calendar year January 1, 2011, through December 31, 2011, shall be prorated to the Effective Time based upon actual property tax assessments. Seller will assume responsibility for the actual payment to applicable government authorities of any unpaid property taxes not yet due, and shall have the right to recoup from Buyer, Buyer's pro-rata proportionate share thereof pursuant to this provision.
Property Tax Proration. All ad valorem Taxes and real or personal property Taxes attributable to the ownership of the Assets (collectively "Property Taxes") with respect to the tax period in which the Closing occurs (the "Current Tax Period") shall be apportioned between Seller and Refinery Buyer as of the Closing with Seller being obligated to pay a proportionate share of the actual amount of such Taxes for the Current Tax Period determined by multiplying such actual Taxes by a fraction, the numerator of which is the number of days in the Current Tax Period prior to the Closing and the denominator of which is the total number of days in the Current Tax Period; provided, however, that Seller's share of Property Taxes for the Current Tax Period shall not include, and Seller shall not be obligated to pay or bear, any interest, fine or penalty resulting from Refinery Buyer's failure to timely and properly pay the Property Taxes for the Current Tax Period. An estimate of Seller's share of such actual Taxes for the Current Tax Period shall be based on the portion of the Purchase Price allocated, pursuant to Section 3.6, to the real or personal property to which such Taxes are attributable (but in no event less than the taxable value most recently assessed by the applicable taxing units), and the Purchase Price paid at Closing shall be reduced by the amount of such estimated Taxes owed by Seller for that portion of the Current Tax Period prior to the Closing as described in Section 3.3(a). When the actual amount of any such Taxes for the Current Tax Period is known, Refinery Buyer shall promptly advise Seller of the proportionate share of such actual Taxes for which Seller is obligated and furnish Seller reasonably supporting documents evidencing the actual amount of such Taxes. If the estimate of Seller's share of such actual Taxes made pursuant to this subsection was less than Seller's share of such actual Taxes, Seller shall pay Refinery Buyer such deficiency within ten (10) days of receipt of such notice and reasonably supporting documents, and if such estimate was more than Seller's share of such actual Taxes, Refinery Buyer will refund such excess to Seller at the time such notice is given. Seller and Refinery Buyer agree that any protest or contest of or affecting the taxable value of any of the Assets for the 2005 tax year will be prosecuted, if at all, by Refinery Buyer, and Seller is deemed to have assigned to Refinery Buyer at Closing (by execution of the Deed) all such righ...
Property Tax Proration. Real estate, ad valorem and personal property Taxes, if any, for the calendar year in which Closing occurs shall be prorated to the Effective Time based upon the most recent property Tax assessments and most recent certified Tax rates. Such Tax proration shall be settled at Closing by a downward adjustment to the Purchase Price. Buyer will assume responsibility for the actual payment to the applicable Governmental Body of any unpaid property Taxes not yet due. Buyer shall Indemnify the Seller Indemnitees from and against any and all real estate, ad valorem and personal property Taxes to be paid by Buyer in accordance with this Section 3.03.
