Proration of Certain Taxes. (a) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than 120 calendar days thereafter, the real and personal property taxes with respect to the Subject Entities shall be prorated between the Partnership, on the one hand, and VTDC, on the other hand, effective as of the Effective Time, with VTDC being responsible for amounts related to the period prior to but excluding the Effective Time and the Partnership being responsible for amounts related to the period at and after the Effective Time. If the final property tax rate or final assessed value for the current tax year is not established by the Closing Date, the prorations shall be made on the basis of the rate or assessed value in effect for the preceding tax year and shall be adjusted when the exact amounts are determined. All such prorations shall be based upon the most recent available assessed value available prior to the Closing Date.
Proration of Certain Taxes. (a) All real and personal property Taxes or similar ad valorem Taxes (other than Transfer Taxes) levied with respect to the Transferred Assets for any taxable period that includes the Closing Date and ends after the Closing Date (a “Straddle Period”), whether imposed or assessed before or after the Closing Date, shall be allocated ratably to the period that ends on and includes the Closing Date (which shall be the responsibility of Seller), and the period that begins after the Closing Date (which shall be the responsibility of Purchaser) based on the number of days in the Straddle Period that are included in each period. All other Taxes (other than Taxes allocated under Section 6.1 and Taxes specially allocated under Sections 6.3(b) and (c)), shall be determined on a closing of the books method, as through the taxable period terminated at Closing, and allocated to Seller to the extent attributable to a pre-Closing period and to Purchaser to the extent attributable to a post-Closing period. Seller shall have the responsibility to file and remit any Tax Returns with respect to any Pre-Closing Taxable Period and Purchaser shall have the responsibility to file and remit any Tax Return with respect to a Straddle Period and the Party responsible for filing such Tax Return shall provide a copy of the Tax Return to the other Party for approval at least 20 days in advance of the due date for the filing and remitting of any Taxes due thereon if the other Party is or may be accountable for any part of such Tax filed or remitted vis-à-vis the Party responsible for the filing or remission in accordance with this Section 6.3(a). The Parties shall not unreasonably withhold their approval with respect to any such required Tax Returns.
Proration of Certain Taxes. Whenever necessary to determine the liability for Taxes for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of such Taxes for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the taxable year ends on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis and annual real and personal property taxes shall be prorated on the basis of the number of days in the annual period elapsed through the Closing Date as compared to the number of days in the annual period elapsing after the Closing Date.
Proration of Certain Taxes. For purposes of this Section 8.4, any Taxes that are payable with respect to a tax period that includes (but does not end on) the Closing Date shall be allocated to either the pre-Closing or post-Closing portion of such period based on an interim closing of the books as of the end of the Closing Date, except for ad valorem, property or similar Taxes, which shall be allocated such that the amount of such Tax allocable to the period ending on the Closing Date shall be the total amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the partial period through and including the Closing Date, and the denominator of which is the total number of days in such period.
Proration of Certain Taxes. For purposes of this Agreement, in case of any Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends 77 after the Closing Date, the portion of any such Taxes that are allocable to the portion of the period ending on the Closing Date shall be: (i) deemed equal to the amount that would be payable if the taxable year ended on the Closing Date in the case of Taxes that are either (x) Taxes on income or (y) imposed in connection with any sale or other transfer of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement) and (ii) in the case of any other Tax, deemed to equal the amount of such Taxes for the entire period multiplied by a fraction in which the numerator is the number of days in the portion of the period ending on the Closing Date and the denominator is the number of days in the entire period.
Proration of Certain Taxes. For purposes of this Section 8.4, any Taxes which are payable with respect to a tax period that includes (but does not end on) the Closing Date shall be allocated such that the amount of such Tax allocable to the period ending on the Closing Date shall be the total amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the partial period through and including the Closing Date, and the denominator of which is the total number of days in such period.
Proration of Certain Taxes. Real property Taxes (or payments in lieu thereof) water and personal property and other ad valorem Taxes, if any, of Seller related to the Transferred Assets shall be allocated between Buyer and Seller on the basis of a daily proration and the net amount owing from Buyer to Seller or from Seller to Buyer on account of such proration, shall be paid at Closing. If an assessment for the period that includes the Closing Date (the "Current Period") has not been made by the time that payment is due under the preceding sentence, a tentative payment shall be made at that time based on the assessment for the immediately preceding tax period, and Buyer or Seller, as the case may be, shall make an appropriate adjusting payment within 10 days following receipt of the assessment for the Current Period.
Proration of Certain Taxes. Any ad valorem Taxes with respect to the Acquired Assets will be prorated as of the Closing Date with (a) Seller being liable for such Taxes relating to any time period or periods ending on or prior to the Closing Date, and (b) Buyer being liable for such Taxes relating to any time period or periods beginning after the Closing Date. Proration of such Taxes will 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 apportionment will be recalculated at such time as actual Tax bills for such period are available and the parties will cooperate with each other in all respects in connection with such recalculation and to pay any sums due in consequence thereof to the party entitled to recover the same within sixty (60) days after the issuance of such actual Tax bills.
Proration of Certain Taxes. For taxable periods that begin before and end after the Closing Date, ad valorem and similar Taxes and assessments relating to the Assets shall be prorated between Seller, on the one hand, and Buyer, on the other hand, as of the Closing Date based upon estimates of the amount of such Taxes and assessments that are due and payable on the Assets during the year during which the Closing Date occurs. As soon as the amount of such actual Taxes and assessments is known, Buyer shall reassess the amounts to be paid by each party with the result that Seller shall be liable for those such Taxes and assessments attributable to the time period up to and including the Closing Date and Buyer shall be liable for and pay for those such Taxes and assessments attributable to the period thereafter calculated based on the number of days in the Tax period ending on or before the Closing Date and the number of days in the Tax period ending after the Closing Date (as the case may be) as compared to the total number of days in the Tax period.
Proration of Certain Taxes. 15 7. Indemnification..................................................... 15 7.1 Seller ..................................................... 15 7.2 Buyer ...................................................... 15
