Common use of Proration of Ad Valorem Taxes Clause in Contracts

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during Closing Tax Year, regardless of the year for which such taxes are assessed. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (the “Payment Period”), multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period prior to the Closing Date, and the denominator of which shall be 365; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment Period, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period subsequent to and including the Closing Date, and the denominator of which shall be 365.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during Closing Tax Year, regardless of the year for which such taxes are assessed. As a result, if real estate or personal property taxes for the Property are paid in arrears (i.e., taxes paid during any Tax Year are assessed for or otherwise attributable to the previous Tax Year), there shall be no proration of real estate taxes assessed for or attributable to the Property for the Closing Tax Year (which would be due and payable during the following Tax Year). There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) : Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (the “Payment Period”), multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period prior to the Closing Date, and the denominator of which shall be 365; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period subsequent Closing Tax Year prior to and including the Closing Date, and the denominator of which shall be 365; and Buyer shall be responsible for the remainder of such taxes.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during the Closing Tax Year, based on (if applicable) the maximum discount available for early payment, regardless of the year for which such taxes are assessed. As a result, if real estate or personal property taxes for the Property are paid in arrears (i.e., taxes paid during any Tax Year are assessed for or otherwise attributable to the previous Tax Year), there shall be no proration of real estate taxes assessed for or attributable to the Property for the Closing Tax Year (that would be due and payable during the following Tax Year), but rather there shall be a proration of real estate taxes payable during the Closing Tax Year and assessed for or attributable to the previous Tax Year. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (during the “Payment Period”)Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365the number of days in the Closing Tax Year; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365the number of days in the Closing Tax Year.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during Closing Tax Year, regardless of the year for which such taxes are assessed. As a result, if real estate or personal property taxes for the Property are paid in arrears (i.e., taxes paid during any Tax Year are assessed for or otherwise attributable to the previous Tax Year), there shall be no proration of real estate taxes assessed for or attributable to the Property for the Closing Tax Year (which would be due and payable during the following Tax Year). There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing to the extent applicable to the period after Close of Escrow or to the extent Buyer receives a credit for any such amount at Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (during the “Payment Period”)Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable payable, based on the maximum discount available for early payment, during the Closing Tax Year, regardless of the year for which such taxes are assessed. As a result, if real estate or personal property taxes for the Property are paid in arrears (i.e., taxes paid during any Tax Year are assessed for or otherwise attributable to the previous Tax Year), there shall be no proration of real estate taxes assessed for or attributable to the Property for the Closing Tax Year (that would be due and payable during the following Tax Year). There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (during the “Payment Period”)Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365the number of days in the Closing Tax Year; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365the number of days in the Closing Tax Year.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during assessed for the Tax Year in which Closing Tax Year, regardless of the year for which such taxes are assessedoccurs. There shall be no proration of ad valorem real valoremreal estate or personal property taxes other than as set forth hereinabove hereinabove, and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes Closing which are paid quarterly throughout assessed for the Closing Tax Year with in which Closing occurs and for any Tax Year subsequent to the next such quarterly payment being due on December 31Tax Year in which Closing occurs, 2007, the but not for any prior Tax Years. The proration of the ad valorem real estate and personal property taxes actually due and payable during assessed for the Closing Tax Year in which Closing occurs shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (assessed for the “Payment Period”)Tax Year in which Closing occurs, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period such Tax Year prior to the Closing Date, and the denominator of which shall be 365366; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during assessed for the Payment PeriodTax Year in which Closing occurs, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period such Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365366. Notwithstanding anything herein to the contrary, Seller agrees to collect and remit to the appropriate taxing authority all sales and use taxes required by Law to be collected by Seller prior to the Closing Date, and Buyer agrees to collect and remit to the property taxing authorities all sales and use taxes required by Law to be collected by Buyer on or after the Closing Date, if any. Each party hereby agrees to indemnify and hold the other party harmless from and against any and all liability such party may incur, including interest, penalties and costs, by reason of the failure of the other party to collect and remit to the appropriate taxing authorities all sales and use taxes required to be collected by such party during its period of ownership. The provisions of this paragraph shall survive Closing and shall not be merged therein. Seller’s indemnity obligation under this Section 6.2.1 (i) shall be the joint and several obligation of the parties comprising Seller, and (ii) shall not be subject to the cap on Seller’s liability provided for in Section 16.15.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during Closing Tax Year, regardless of the year for which such taxes are assessed. As a result, if real estate or personal property taxes for the Property are paid in arrears (i.e., taxes paid during any Tax Year are assessed for or otherwise attributable to the previous Tax Year), there shall be no proration of real estate taxes assessed for or attributable to the Property for the Closing Tax Year (which would be due and payable during the following Tax Year). There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (during the “Payment Period”)Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365. Seller shall be responsible for all deferred and rollback real estate taxes applicable to Seller’s period of ownership of the Property, if any, except for such taxes that are recoverable from tenants of the Property. For purposes of clarity, taxes assessed or imposed in calendar year 2005 but that are payable in calendar year 2006 shall not be considered deferred or rollback taxes of purposes of the foregoing.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during for the Closing Tax Year, regardless of based on the year maximum discount available for which early payment, and all such taxes are assessedpayable for prior years shall be paid by Seller. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (during the “Payment Period”)Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during for the Closing Tax Year, regardless of based on the year maximum discount available for which such early payment, and all taxes are assessedfor prior years shall be paid by the Seller. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (during the “Payment Period”)Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365.

Proration of Ad Valorem Taxes. Subject to the terms of Section 6.3.4 below, Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during assessed for the Tax Year in which Closing Tax Year, regardless of the year for which such taxes are assessedoccurs. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove hereinabove, and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because Closing and Seller shall be solely responsible for all such ad valorem real estate taxes and personal property taxes are paid quarterly throughout attributable to periods prior to the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the Closing. The proration of the ad valorem real estate and personal property taxes actually due and payable during assessed for the Closing Tax Year in which Closing occurs shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (assessed for the “Payment Period”)Tax Year in which Closing occurs, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period such Tax Year prior to the Closing Date, and the denominator of which shall be 365; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during assessed for the Payment PeriodTax Year in which Closing occurs, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period such Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365. Notwithstanding anything herein to the contrary, Seller agrees to collect and remit to the appropriate taxing authority all sales and use taxes, if any, required by Law to be collected by Seller prior to the Closing Date, and Buyer agrees to collect and remit to the property taxing authorities all sales and use taxes, if any, required by Law to be collected by Buyer on or after the Closing Date. Each party hereby agrees to indemnify and hold the other party harmless from and against any and all liability such party may incur, including interest, penalties and costs, by reason of the failure of the other party to collect and remit to the appropriate taxing authorities all sales and use taxes required to be collected by such party during its period of ownership. The provisions of this paragraph shall survive Closing and shall not be merged therein. Seller's indemnity obligation under this Section 6.3.1 shall not be subject to, and shall be in addition to, the cap on Seller's liability provided for in Section 16.15 of this Agreement.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad Ad valorem real estate taxes and personal property taxes for the Property that for the then (at the Closing Date) current Tax Year which are actually not yet due and payable during and any installment of real estate taxes and personal property taxes for any prior Tax Year which are not yet due and payable shall be prorated in proportion to the portions of such Tax Years elapsed prior to the Closing Tax Year, regardless of Date and remaining after the year for which such taxes are assessedClosing Date. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007Subject to Section 6.3.4 below, the proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year which are to be prorated pursuant to this Subsection 6.3.1 shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes for each applicable Tax Year which are to be prorated equal to (i) the total such taxes due for the applicable Tax Year which are to be prorated, multiplied by (ii) a fraction, the numerator of which shall be the number of days in such applicable Tax Year which are prior to the Closing Date, and payable between October 1, 2007 the denominator of which shall be 365; and December 31, 2007 (b) Buyer shall be responsible for that portion of such taxes for each applicable Tax Year which are to be prorated equal to (i) the “Payment Period”)total such taxes for the applicable Tax Year which are to be prorated, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period prior to the Closing Date, and the denominator of applicable Tax Year which shall be 365; and (b) Buyer shall be responsible for that portion of such taxes equal are subsequent to (iand including) the total such taxes due and payable during the Payment Period, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period subsequent to and including the Closing Date, and the denominator of which shall be 365.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during Closing Tax Year, regardless of the year for which such taxes are assessed. As a result, if real estate or personal property taxes for the Property are paid in arrears (i.e., taxes paid during any Tax Year are assessed for or otherwise attributable to the previous Tax Year), there shall be no proration of real estate taxes assessed for or attributable to the Property for the Closing Tax Year (which would be due and payable during the following Tax Year). There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (during the “Payment Period”)Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during Closing Tax Year, regardless of the year for which such taxes are assessed. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because Closing and Seller agrees that it shall be solely responsible for all such ad valorem real estate taxes and personal property taxes are paid quarterly throughout due and payable for any Tax Year prior to the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the Year. The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (ai) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (during the “Payment Period”)Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365; and (bii) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365.

Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable payable, based on the maximum discount available for early payment, during the Closing Tax Year, regardless of the year for which such taxes are assessed. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, subject to this Section 6.3, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. Because ad valorem real estate taxes and personal property taxes are paid quarterly throughout the Closing Tax Year with the next such quarterly payment being due on December 31, 2007, the The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable between October 1, 2007 and December 31, 2007 (during the “Payment Period”)Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365the number of days in the Closing Tax Year; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Payment PeriodClosing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Payment Period Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365the number of days in the Closing Tax Year.