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 Valero XxXxx 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.
(b) With respect to any tax return covering a taxable period ending on or before the Closing Date that is required to be filed after the Closing Date with respect to Valero XxXxx that is not described in Section 2.3(a), VTDC shall (i) cause such tax return to be prepared; (ii) cause to be included in such tax return all tax items required to be included therein; (iii) furnish a copy of such tax return to the Partnership; (iv) cause such tax return to be filed timely with the appropriate taxing authority; and (v) be responsible for the timely payment (and entitled to any refund) of all taxes due with respect to the period covered by such tax return.
(c) With respect to any tax return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date that is required to be filed after the Closing Date with respect to Valero XxXxx, the Partnership shall (i) cause such tax return to be prepared; (ii) cause to be included in such tax return all tax items required to be included therein, shall furnish a copy of such tax return to VTDC; (iii) file timely such tax return with the appropriate taxing authority; and (iv) be responsible for the timely payment of all taxes due with respect to the period covered by such tax return. The Partnership shall determine the amount of tax due that is not described in Section 2.3(a) with respect to the portion of the period ending on the Closing Date based on a closing of the books method with respect to Valero XxXxx (the “VTDC Tax Obligation”), and shall notify VTDC...
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 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. Real Property Taxes (as defined below) and all Personal Property Taxes (as defined below) with respect to the Purchased Assets will be prorated as of the Closing Date with (a) Seller being liable for such taxes relating to any time
Proration of Certain Taxes. All state and local ad valorem real property taxes and personal property taxes pertaining to the Assets for the taxable year for such taxes in which the Closing occurs shall be prorated between Buyer and Seller or Owners to the Closing Date, based upon the taxes levied for that taxable year by each applicable taxing body.
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.
(b) With respect to any tax return covering a taxable period ending on or before the Closing Date that is required to be filed after the Closing Date with respect to any Subject Entity that is not described in Section 2.3(a), VTDC shall
(i) cause such tax return to be prepared; (ii) cause to be included in such tax return all tax items required to be included therein;
Proration of Certain Taxes. All real and personal property Taxes and special assessments (but not including any transfer or sales Taxes), if any, which are applicable to the Contributed Assets for the year 2006 shall be prorated as of the Closing Date on the basis of the most recently available tax bxxx. Newco shall be responsible for and shall pay any and all sales, use and transfer Taxes arising out of the transactions contemplated by this Agreement following the unit exchange described in Section 3.2 below.
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. For purposes of this Section 9.4, in the case of any Taxes based upon or related to income that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. If the actual Closing Date is between January 1, 1998 and January 10, 1998, the Closing Date for purposes of this Section 9.4(d) shall be deemed to be December 31, 1997. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practice of the appropriate Marathon Subsidiary or Ashland Subsidiary.
