Prorated Taxes. (i) In the case of any Prorated Taxes that are subsequently adjusted or redetermined (by any Taxing Authority or otherwise) after being taken into account under Section 3.3(a), appropriate payment shall be made between the parties to take into account such adjustment or redetermination.
(ii) In the case of any refund received by either party attributable to Prorated Taxes, the recipient of the refund shall pay to other party such other party’s proportionate share of such refund, calculated in accordance with the principles set forth in the definition of “Prorated Taxes.”
(iii) Sellers, at Sellers’ sole cost and expense, have the right to contest the real property Taxes assessed against the Properties prior to August 1, 2010 and appeal any payment thereof. If such contested Taxes relate to a taxable period ending on or before July 31, 2010, Sellers’ Representative shall keep Purchaser informed of the progress of such contest or appeal and shall provide Purchaser with copies of all documents and other written materials either received from the relevant Taxing Authority regarding such contest or submitted to the relevant Taxing Authority and Sellers shall not settle or otherwise resolve such contest or appeal without the written consent of Purchaser, such consent not to be unreasonably withheld or delayed. If such contested Taxes relate to a taxable period that includes July 31, 2010, but does not begin or end on such date, Sellers and Purchaser shall jointly control such contest or appeal. If such contest (and/or appeal, if appealed by Sellers and/or Purchaser) is successful, any refund shall be shared in the manner described in subsection (iii) above.
Prorated Taxes. Obligations for ad valorem and other property taxes assessed on the Acquired Assets for the calendar year 2002.
Prorated Taxes. The Parties agree to prorate the Taxes relating to the Purchased Assets owned by Seller as of the Closing Date and pay for them as provided in this §1.8. Schedule 1.8 lists the jurisdictions (state, county and local) in which Seller owns or leases Purchased Assets. Seller will provide Purchaser within 10 days after the date of this Agreement copies of the most recent tax returns and reports filed in each jurisdiction with respect to the Purchased Assets. The Parties will agree on the amount of Taxes they will owe on the Purchased Assets for the tax periods that includes the Closing Date, and the manner in which those taxes should be prorated between the Parties based on the number of days during each tax period that each Party will own the Purchased Assets. The aggregate amount Seller and Purchaser will each owe for Taxes as related to the Purchased Assets for the portion of the tax period that precedes or succeeds the Closing Date, as the case may be, is referred to as the “Prorated Taxes”. Purchaser and Seller will each pay their respective portions of the Prorated Taxes when due.
Prorated Taxes. For purposes of this Agreement including for purposes of determining Taxes, whenever it is necessary to determine the liability for Taxes with respect to the Business and the Purchased Assets for any Straddle Period, such Taxes shall be apportioned among the portion of such Straddle Period that is a Pre-Closing Tax Period and the portion of such Straddle Period that is a Post-Closing Tax Period (i) in the case of Taxes other than income, payroll, sales and use and withholding Taxes, on a per diem basis based on the number of days in each such tax period and (ii) in the case of income, payroll, sales and use and withholding Taxes, as determined as though the Straddle Period consisted of two (2) taxable years or periods, one which ended at the end of the day on the Closing Date and the other which began on the day next following the Closing Date.
Prorated Taxes. In the case of any Prorated Taxes that are payable for a Straddle Period, the portion of such tax which relates to the portion of such Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period, multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period. The Purchaser shall pay or cause to be paid, when due, to the applicable Tax Authority all Prorated Taxes relating to the Tax period during which the Closing Date occurs. Purchaser shall send to the Seller a statement that apportions the Prorated Taxes between Purchaser on the one hand, and the Seller on the other hand, based on Prorated Taxes actually invoiced and paid to the Tax Authority by the Purchaser, with the Seller being responsible for the period prior to and including the Closing Date and the Buyer being responsible for the period subsequent to the Closing Date.
Prorated Taxes. Tenant shall pay Landlord in advance monthly as additional rent its "pro rata share" (as determined in accordance with the terms of Section 18 hereof) of any use and/or occupancy tax imposed on rents collected by Landlord (other than City, State or Federal Income Tax) or any tax on rents in lieu of ad valorem taxes, notwithstanding that any such tax may be levied or assessed against the Landlord. Tenant further agrees to pay Landlord its "pro rata share" (as determined in accordance with the terms of Section 18) of ad valorem or any other property tax imposed upon the Building(s) (of which the Premises is a part) subject to the tax, regardless of the taxing authority or authorities levying the same. Furthermore, Tenant shall make timely payments of all ad valorem taxes and assessments made against Tenant's stock of merchandise, furniture, furnishings, trade fixtures, equipment, supplies and other property located on or used in connection with the Premises and of all privilege and business licenses, taxes and similar charges for which Tenant may be responsible. If the assessed value of the Building in which the Premises are located is increased by a taxing authority because of alterations or modifications to the Building made at Tenant's request or made by Tenant, then the additional taxes attributable to such increase in valuation shall be the sole responsibility of Tenant, and shall be included monthly as additional rent to be paid by Tenant.
Prorated Taxes. Seller's obligation for ad valorem and other property taxes assessed on the Acquired Assets for the calendar year 2000.
Prorated Taxes. General real estate taxes and special assessments (and any related penalties) that are or may become a lien against the Property (collectively, “Taxes”) shall be allocated and paid in accordance with this Section and, if applicable, Section 23 below. “Seller’s Taxes” refers to all such Taxes consisting of: (a) general real estate taxes attributed to the period up to and including the day of Closing (prorated on a calendar year basis to the day of Closing); and/or (b) special assessments, if any, that are or were last payable without a penalty on or before the day of Closing. Any unpaid Seller’s Taxes that are ascertainable and payable at the time of Closing shall be withheld from Seller’s proceeds at Closing and paid directly to the appropriate tax collection office. Subject to the provisions of Section 23 below: (i) any portion of Seller’s Taxes that is not ascertainable and payable at the time of Closing shall be estimated based on 100% of the amounts last billed for a calendar year (prorated to the date of Closing); (ii) the amount thus estimated (to the extent attributed to the Property) shall be paid via credit against the sums due from Buyer at Closing, with no further settlement or adjustment after Closing; and (iii) Buyer shall then pay all Taxes due after Closing to the extent attributed to the Property.
Prorated Taxes. General property taxes and any special assessments that have been or will be assessed against the Property (collectively, “Taxes”) shall be prorated on a calendar year basis. Taxes for the calendar year in which the Closing occurs (and Taxes for the calendar year prior thereto if not ascertainable and payable at the time of Closing) shall be estimated for each such year based on the amount last billed for a calendar year (“Estimated Taxes”). Seller shall pay the Taxes and/or Estimated Taxes attributed to the period up to and including the day of Closing. Buyer shall pay all Taxes attributed to the period after Closing. Any sums due at the time of Closing for unpaid Taxes shall be withheld from Seller’s proceeds at Closing and paid directly to the appropriate tax collection office. Seller’s share of the Estimated Taxes shall be paid via credit against the sums due from Buyer at Closing. Buyer shall then pay all Taxes when due after Closing and any shortage or surplus with respect to the estimated amount credited at Closing shall be paid or retained by Buyer with no further settlement or adjustment after Closing.
Prorated Taxes. Tenant acknowledges and agrees that prior to the Execution Date, Landlord has paid Seventy-Seven Thousand Eight Hundred Eighty-Nine Dollars and Sixteen Cents($77,889.16) for certain Taxes applicable to the years 2005 and 2006 which were not payable or paid by Tenant under the Original Lease (“Prepaid Taxes”). In order to comply with Section 5.1 hereof, Tenant shall reimburse Landlord for the amount of Prepaid Taxes in accordance with Section 4.1.1 above.
