Common use of Proration of Certain Taxes Clause in Contracts

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 of its determination of the VTDC Tax Obligation. VTDC shall pay to the Partnership an amount equal to the VTDC Tax Obligation not later than five (5) days after the filing of such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.3(c) shall be apportioned between the Partnership and VTDC in a manner consistent with calculation of the VTDC Tax Obligation. (d) If the Partnership, on the one hand, or VTDC, on the other hand, pays any tax agreed to be borne by the other Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either Party receives any tax refund or credit applicable to a tax paid by the other Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

Proration of Certain Taxes. (a) On 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, or as promptly as practicable following shall be allocated ratably to the period that ends on and includes the Closing DateDate (which shall be the responsibility of Seller), but and the period that begins after the Closing Date (which shall be the responsibility of Purchaser) based on the number of days in no event later the Straddle Period that are included in each period. All other Taxes (other than 120 calendar days thereafterTaxes allocated under Section 6.1 and Taxes specially allocated under Sections 6.3(b) and (c)), shall be determined on a closing of the real books method, as through the taxable period terminated at Closing, and personal property taxes 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 Valero XxXxx any Pre-Closing Taxable Period and Purchaser shall be prorated between have the Partnership, on responsibility to file and remit any Tax Return with respect to a Straddle Period and the one hand, and VTDC, on Party responsible for filing such Tax Return shall provide a copy of the Tax Return to the other hand, effective as Party for approval at least 20 days in advance of the Effective Time, with VTDC being 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 amounts related the filing or remission in accordance with this Section 6.3(a). The Parties shall not unreasonably withhold their approval with respect 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 any such prorations shall be based upon the most recent available assessed value available prior to the Closing Daterequired Tax Returns. (b) With respect to any tax return covering all invoices for accounts receivables issued by a taxable period ending on or before Seller Party prior to the Closing Date and all invoices for accounts payable received by a Seller Party prior to the Closing, the Seller Party shall retain the legal obligation to report and make any related payments to the relevant Tax Authorities for the related value added Tax outputs and value added Tax inputs. With respect to all such invoices for accounts receivable and invoices for accounts payable that are transferred to or assumed by Purchaser pursuant to this Agreement or any Ancillary Agreement, the parties recognize that Purchaser will be collecting the related value added Tax outputs from the customers and making payment of the related value added Tax inputs to the vendors. Accordingly, 30 days following the Closing, and every 30 days thereafter, the parties shall determine the net amount received or net amount paid by Purchaser in respect of such value added Tax outputs and value added Tax inputs, and if there is required a net amount received, Purchaser shall pay that amount to be filed after Seller, and if there is a net amount paid, Seller shall pay that amount to Purchaser. It is the intent of this Section 6.3(b) that neither Seller nor Purchaser is economically benefitted or economically disadvantaged as a result of the value added Tax components of accounts receivables and account payables that relate to invoices issued prior to 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 but which are collected or satisfied following 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 returnClosing. (c) With respect The Parties will apply principles similar to those in Section 6.3(b) in the case of any tax return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date other similar Taxes (including sales Taxes) that is required to be filed after the Closing Date with respect to Valero XxXxx, the Partnership shall are (i) cause such tax return to be prepared; the legal obligation of a Seller Party but that are components of accounts receivable or (ii) cause creditable or refundable to Seller but that are components of accounts payable that are transferred to or assumed by Purchaser, in each case, pursuant to this Agreement or any Ancillary Agreement and that would be included in such tax return all tax items required to be included thereincollected or satisfied following the Closing. To avoid double counting, shall furnish a copy of such tax return to VTDC; (iii) file timely such tax return with following 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 of its determination of the VTDC Tax Obligation. VTDC shall pay to Closing Adjusted Working Capital and the Partnership an amount equal to the VTDC Tax Obligation not later than five (5) days after the filing of Reference Adjusted Working Capital under Section 2.6(f), such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.3(c) adjustments shall be apportioned between made to any payments made under 6.3(b) and 6.3(c) so as to take into account the Partnership net cash effect of the embedded amounts of indirect Taxes (of the type subject to netting under Sections 6.3(b) and VTDC 6.3(c)) which are included in a manner consistent with the calculation of the VTDC Tax Obligationpayment under Section 2.6(f). (d) If the Partnership, on the one hand, or VTDC, on the other hand, pays any tax agreed to be borne by the other Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either Party receives any tax refund or credit applicable to a tax paid by the other Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

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 the Systems shall be prorated between the PartnershipBuyers, on the one hand, and VTDCthe Sellers, on the other hand, effective as of the Effective Time, with VTDC the Sellers being responsible for amounts related to the period prior to but excluding the Effective Time and the Partnership Buyers 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 Wynnewood that is not described in Section 2.3(a2.5(a), VTDC shall (i) cause such tax return to be prepared; (ii) , shall cause to be included in such tax return all tax items required to be included therein; (iii) , shall furnish a copy of such tax return to the Partnership; (iv) Valero Operating, shall cause such tax return to be filed timely with the appropriate taxing authority; , and (v) shall 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 XxXxxWynnewood, the Partnership Valero Operating shall (i) cause such tax return to be prepared; (ii) , shall 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) , shall file timely such tax return with the appropriate taxing authority; , and (iv) shall be responsible for the timely payment of all taxes due with respect to the period covered by such tax return. The Partnership Valero Operating shall determine determine, the amount of tax due that is not described in Section 2.3(a2.5(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 VTDC’s Tax Obligation”), ) and shall notify VTDC of its determination of the VTDC VTDC’s Tax Obligation. VTDC shall pay to the Partnership Valero Operating an amount equal to the VTDC VTDC’s Tax Obligation not later than five (5) days after the filing of such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.3(c2.5(c) shall be apportioned between the Partnership Valero Operating and VTDC in a manner consistent with calculation of the VTDC VTDC’s Tax Obligation. (d) If the PartnershipBuyers, on the one hand, or VTDCthe Sellers, on the other hand, pays pay any tax agreed to be borne by the other another Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either any Party receives any tax refund or credit applicable to a tax paid by the other another Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

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 the Contributed Entities shall be prorated between the Partnership, on the one hand, and VTDCthe Contributors, on the other hand, effective as of the Effective Time, with VTDC the Contributors 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 any Contributed Entity that is not described in Section 2.3(a), VTDC the Contributors shall (i) cause such tax return to be prepared; (ii) , shall cause to be included in such tax return all tax items required to be included therein; (iii) , shall furnish a copy of such tax return to the Partnership; (iv) , shall cause such tax return to be filed timely with the appropriate taxing authority; , and (v) shall 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 XxXxxany Contributed Entity, the Partnership shall (i) cause such tax return to be prepared; (ii) , shall 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) the Contributors, shall file timely such tax return with the appropriate taxing authority; , and (iv) shall 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 applicable Contributed Entity (the “VTDC Contributor Tax Obligation”), and shall notify VTDC the Contributors of its determination of the VTDC Contributor Tax Obligation. VTDC The applicable Contributor(s) shall pay to the Partnership an amount equal to the VTDC Contributor Tax Obligation not later than five (5) days after the filing of such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.3(c) shall be apportioned between the Partnership and VTDC the Contributors in a manner consistent with calculation of the VTDC Contributor Tax Obligation. (d) If the Partnership, on the one hand, or VTDCthe Contributors, on the other hand, pays pay any tax agreed to be borne by the other another Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either any Party receives any tax refund or credit applicable to a tax paid by the other another Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

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 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 Valero XxXxx any Subject Entity that is not described in Section 2.3(a2.3 (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 XxXxxany Subject Entity, 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 applicable Subject Entity (the “VTDC Tax Obligation”), and shall notify VTDC of its determination of the VTDC Tax Obligation. VTDC shall pay to the Partnership an amount equal to the VTDC Tax Obligation not later than five (5) days after the filing of such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.3(c) shall be apportioned between the Partnership and VTDC in a manner consistent with calculation of the VTDC Tax Obligation. (d) If the Partnership, on the one hand, or VTDC, on the other hand, pays any tax agreed to be borne by the other Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either Party receives any tax refund or credit applicable to a tax paid by the other Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

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 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 Valero XxXxx 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; (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 XxXxxany Subject Entity, 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 applicable Subject Entity (the “VTDC Tax Obligation”), and shall notify VTDC of its determination of the VTDC Tax Obligation. VTDC shall pay to the Partnership an amount equal to the VTDC Tax Obligation not later than five (5) days after the filing of such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.3(c) shall be apportioned between the Partnership and VTDC in a manner consistent with calculation of the VTDC Tax Obligation. (d) If the Partnership, on the one hand, or VTDC, on the other hand, pays any tax agreed to be borne by the other Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either Party receives any tax refund or credit applicable to a tax paid by the other Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

Proration of Certain Taxes. Real Property Taxes with respect to the Leased Real Property and all Personal Property Taxes with respect to the Purchased Assets will be prorated as of the Closing Date with (a) On the Seller being liable for such Taxes relating to any time period or periods ending prior to the Closing Date and (b) the Purchaser being liable for such Taxes relating to any time period or periods beginning 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 . Proration of Real Property Taxes 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 Personal Property Taxes will be made on the basis of the rate or assessed value in effect most recent officially certified Tax valuation and assessment for the preceding Leased Real Property and the Purchased 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 60 days after the issuance of such actual tax year bills. The Purchaser shall pay the Seller the amount of such Real Property Taxes and Personal Property Taxes allocable to the Purchaser pursuant to this section and previously paid by the Seller on the Closing Date, to the extent identified on the Closing Date, or within five Business Days after written request therefor by the Seller, to the extent not identified on the Closing Date. The Seller shall be adjusted when pay the exact amounts are determined. All Purchaser the amount of such prorations shall be based upon Real Property Taxes and Personal Property Taxes allocable to the most recent available assessed value available Seller pursuant to this section on the earlier of (i) five Business Days after written request therefor by the Purchaser and (ii) five Business Days 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 date 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 of its determination of the VTDC Tax Obligation. VTDC shall pay to the Partnership an amount equal to the VTDC Tax Obligation not later than five (5) days after the filing of such tax returnrespective Taxes. Any refund attributable to tax returns filed payments made pursuant to this Section 2.3(c8.5(b) shall be apportioned between the Partnership and VTDC in a manner consistent with calculation of the VTDC Tax Obligation. (d) If the Partnership, on the one hand, or VTDC, on the other hand, pays any tax agreed to be borne by the other Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either Party receives any tax refund or credit applicable to a tax paid by the other Party hereunder, the receiving Party shall promptly pay such amounts treated as an adjustment to the Party entitled theretoPurchase Price unless otherwise required by applicable Law.

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 Port Xxxxxx 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 Port Xxxxxx 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 XxXxxPort Xxxxxx, 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 Port Xxxxxx (the “VTDC Tax Obligation”), and shall notify VTDC of its determination of the VTDC Tax Obligation. VTDC shall pay to the Partnership an amount equal to the VTDC Tax Obligation not later than five (5) calendar days after the filing of such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.3(c) shall be apportioned between the Partnership and VTDC in a manner consistent with calculation of the VTDC Tax Obligation. (d) If the Partnership, on the one hand, or VTDC, on the other hand, pays any tax agreed to be borne by the other Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either Party receives any tax refund or credit applicable to a tax paid by the other Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

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 All real and personal property taxes Taxes or similar ad valorem Taxes (other than Transfer Taxes) levied with respect to Valero XxXxx the Transferred Assets for any taxable period that includes the Agreed Time and ends after the Agreed Time (a “Straddle Period”), whether imposed or assessed before or after the Agreed Time, shall be prorated between allocated ratably to the Partnershipperiod that ends on and includes the Agreed Time (which shall be the responsibility of Seller), and the period that begins after the Agreed Time (which shall be the responsibility of Purchaser) based on the one handnumber 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 Agreed Time, and VTDC, allocated to Seller to the extent attributable to a period on or before the other hand, effective as of Agreed Time and to Purchaser to the Effective extent attributable to a period after the Agreed Time, . Seller shall have the responsibility to file and remit any Tax Returns with VTDC being responsible for amounts related respect to any Pre-Closing Taxable Period (or the period prior to but excluding the Effective Time applicable Deferred Closing Date) and Purchaser shall have the responsibility to file and remit any Tax Return with respect to a Straddle Period (except with respect to a Deferred Closing Country where the Tax Returns for the Straddle Period is due on or before the applicable Deferred Closing and which the Seller shall have the responsibility to file) and the Partnership being Party responsible for amounts related filing such Tax Return shall provide a copy of the Tax Return to the period other Party for approval at and after least 20 days in advance of the Effective Time. If the final property tax rate or final assessed value due date for the current tax year filing and remitting of any Taxes due thereon if the other Party is not established by or may be accountable for any part of such Tax filed or remitted vis-à-vis the Closing Date, the prorations shall be made on the basis of the rate or assessed value in effect Party responsible for the preceding tax year and filing or remission in accordance with this Section 6.3(a). The Parties shall be adjusted when the exact amounts are determined. All not unreasonably withhold their approval with respect to any such prorations shall be based upon the most recent available assessed value available prior to the Closing Daterequired Tax Returns. (b) With respect to any tax return covering all invoices for accounts receivables issued by a taxable period ending on or before Seller Party prior to the Closing Date that is required (or a Deferred Closing, as applicable) and all invoices for accounts payable received by a Seller Party prior to be filed after the Closing Date with (or a Deferred Closing, as applicable), the Seller Party shall retain the legal obligation to report and make any related payments to the relevant Tax Authorities for the related value added Tax outputs and value added Tax inputs. With respect to Valero XxXxx all such invoices for accounts receivable and invoices for accounts payable that are transferred to or assumed by Purchaser pursuant to this Agreement or any Ancillary Agreement, the parties recognize that notwithstanding the definition of Current Assets and Current Liabilities, the embedded VAT, sales tax and other similar Taxes is not described in Section 2.3(asuch accounts are Transferred Assets and Assumed Liabilities and that Purchaser will be collecting the related value added Tax outputs from the customers and making payment of the related value added Tax inputs to the vendors). Accordingly, 30 days following the Closing (or a Deferred Closing, as applicable), VTDC and every 30 days thereafter, the parties shall (i) cause such tax return to be prepared; (ii) cause to be included determine the net amount received or net amount paid by Purchaser in such tax return all tax items required to be included therein; (iii) furnish a copy respect of such tax return value added Tax outputs and value added Tax inputs, and if there is a net amount received, Purchaser shall pay that amount to Seller, and if there is a net amount paid, Seller shall pay that amount to Purchaser. It is the intent of this Section 6.3(b) that neither Seller nor Purchaser is economically benefitted or economically disadvantaged as a result of the value added Tax components of accounts receivables and account payables that relate to invoices issued prior to the Partnership; Closing (ivor a Deferred Closing, as applicable) cause such tax return to be filed timely with but which are collected or satisfied following the appropriate taxing authority; and Closing (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 returnor a Deferred Closing, as applicable). (c) With respect The Parties will apply principles similar to those in Section 6.3(b) in the case of any tax return covering a taxable period beginning on or before the Closing Date and ending after the Closing Date other similar Taxes (including sales Taxes) that is required to be filed after the Closing Date with respect to Valero XxXxx, the Partnership shall are (i) cause such tax return to be prepared; the legal obligation of a Seller Party but that are components of accounts receivable or (ii) cause creditable or refundable to Seller but that are components of accounts payable that are transferred to or assumed by Purchaser, in each case, pursuant to this Agreement or any Ancillary Agreement and that would 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 collected or satisfied following the Closing Date based on a closing of (or Deferred Closing, as applicable). To avoid double counting, following the books method with respect to Valero XxXxx (the “VTDC Tax Obligation”), and shall notify VTDC of its determination of the VTDC Tax Obligation. VTDC shall pay to Agreed Time Adjusted Working Capital, the Partnership an amount equal to Reference Adjusted Working Capital and the VTDC Tax Obligation not later than five Agreed Time Adjusted Working Capital (5Build-Up) days after under Section 2.6(f) and the filing of Final Economic True-Up under Schedule A, such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.3(c) adjustments shall be apportioned between made to any payments made under Sections 6.3(b) and 6.3(c) so as to take into account the Partnership net cash effect of the embedded amounts of indirect Taxes (of the type subject to netting under Sections 6.3(b) and VTDC 6.3(c)) which are included in a manner consistent with the calculation of the VTDC Tax Obligationpayment under Section 2.6(f) and Schedule A (if any). (d) If the Partnership, on the one hand, or VTDC, on the other hand, pays any tax agreed to be borne by the other Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either Party receives any tax refund or credit applicable to a tax paid by the other Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

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 Parkway Pipeline 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 Parkway Pipeline 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 XxXxxParkway Pipeline, 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 Parkway Pipeline (the “VTDC Tax Obligation”), and shall notify VTDC of its determination of the VTDC Tax Obligation. VTDC shall pay to the Partnership an amount equal to the VTDC Tax Obligation not later than five (5) calendar days after the filing of such tax return. Any refund attributable to tax returns filed pursuant to this Section 2.3(c) shall be apportioned between the Partnership and VTDC in a manner consistent with calculation of the VTDC Tax Obligation. (d) If the Partnership, on the one hand, or VTDC, on the other hand, pays any tax agreed to be borne by the other Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either Party receives any tax refund or credit applicable to a tax paid by the other Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

Proration of Certain Taxes. Annual personal property Taxes, real property Taxes, and similar ad valorem obligations levied with respect to the Assets and the Business (a) On the “Property Taxes”), shall be pro-rated as of the Closing Date, with Seller liable to the extent such items relate to any time period (or as promptly as practicable following portion thereof) prior to the Closing Date (“Pre-Closing Charges”) and Buyer liable to the extent such items relate to periods (or any portion thereof) on and after the Closing Date, but in no event later than 120 calendar days thereafter, . To the real and personal property taxes extent Property Taxes are assessed with respect to Valero XxXxx shall be prorated between the Partnership, on the one hand, a period that begins before 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 ends 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 Pre-Closing Charges shall be made on calculated by multiplying the basis amount of such Taxes and other charges for the entire period by a fraction, the numerator of which is the number of days in the period from the first day of the rate or assessed value in effect for period through and including 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 day prior to the Closing Date. (b) With respect , and the denominator of which is the number of days in the entire period. Seller shall furnish Buyer with such documents and other records as Buyer reasonably requests to confirm such proration calculations. At the Closing, the net amount of all Pre-Closing Charges shall be paid in addition to, or netted against, the Base Purchase Price, as applicable. If the amount of any tax return covering a taxable period ending Property Taxes is not fixed and determined as of the Closing, then the foregoing Closing adjustment shall be based on or before the amount thereof as reasonably estimated by Seller at the Closing Date that is required to be filed after based on the most recently available information. If following the Closing Date with respect to Valero XxXxx that is not described in Section 2.3(a), VTDC shall either Seller or Buyer receives (i) cause such tax return to be prepared; (ii) cause to be included any assessment of any Property Taxes that are in such tax return all tax items required to be included therein; (iii) furnish a copy of such tax return to whole or in part 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 responsibility 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 of its determination of the VTDC Tax Obligation. VTDC shall pay to the Partnership an amount equal to the VTDC Tax Obligation not later than five (5) days after the filing of such tax return. Any refund attributable to tax returns filed other pursuant to this Section 2.3(c) 4.1(c), Buyer shall be apportioned between pay the Partnership same to the appropriate Taxing Authority and VTDC in a manner consistent with calculation Seller will remit prior to the due date of assessment to Buyer the amount of the VTDC Tax Obligation. (d) If Pre-Closing Charge with respect thereto except to the Partnership, extent reflected as a debit to Seller on the one handSettlement Statement, or VTDC, on the other hand, pays (ii) any tax agreed to be borne by the other Party hereunder, such other Party shall promptly reimburse the paying Party for the amounts so paid. If either Party receives any tax refund or credit applicable to a tax paid by of any Property Taxes that are in whole or in part the responsibility of the other Party hereunderpursuant to this Section 4.1(c), the receiving Party such party shall promptly pay such amounts remit to the Party entitled theretoother the portion of such amount for which the other is responsible except to the extent the other has received a credit for the same on the Settlement Statement.